UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2015
OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                     to                    
Commission file number 001-35961
Liberty Global plc
(Exact name of Registrant as specified in its charter)
England and Wales
 
98-1112770
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
38 Hans Crescent, London, England

 
SW1X 0LZ
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code:
+44.20.7190.6449 or 303.220.6600
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.    Yes   þ          No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   þ         No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer   þ Accelerated Filer ¨   
Non-Accelerated Filer (Do not check if a smaller reporting company)  ¨   Smaller Reporting Company   ¨
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.    Yes   ¨         No   þ
The number of outstanding ordinary shares of Liberty Global plc as of July 29, 2015 was:
 
Class A
 
Class B
 
Class C
Liberty Global ordinary shares
252,508,015

 
10,472,517

 
611,655,865

LiLAC ordinary shares
12,625,362

 
523,626

 
30,776,883

 


LIBERTY GLOBAL PLC
TABLE OF CONTENTS
 
 
 
Page
Number
 
PART I — FINANCIAL INFORMATION
 
ITEM 1.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 
 
 
 
 
 
ITEM 2.
ITEM 3.
ITEM 4.
 
PART II — OTHER INFORMATION
 
ITEM 1A.
ITEM 2.
ITEM 6.



LIBERTY GLOBAL PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
 
 
June 30,
2015
 
December 31,
2014
 
in millions
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
819.5

 
$
1,158.5

Trade receivables, net
1,357.8

 
1,499.5

Deferred income taxes
307.7

 
290.3

Prepaid expenses
211.6

 
189.7

Derivative instruments (note 4)
248.3

 
446.6

Other current assets
306.8

 
335.9

Total current assets
3,251.7

 
3,920.5

Investments (including $1,928.8 million and $1,662.7 million, respectively, measured at fair value)
2,192.2

 
1,808.2

Property and equipment, net (note 6)
22,761.1

 
23,840.6

Goodwill (note 6)
28,159.0

 
29,001.6

Intangible assets subject to amortization, net (note 6)
7,999.5

 
9,189.8

Other assets, net (note 4)
5,630.2

 
5,081.2

Total assets
$
69,993.7

 
$
72,841.9

 




























The accompanying notes are an integral part of these condensed consolidated financial statements.

1

LIBERTY GLOBAL PLC
CONDENSED CONSOLIDATED BALANCE SHEETS — (Continued)
(unaudited)
 
 
June 30,
2015
 
December 31,
2014
 
in millions
LIABILITIES AND EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
1,062.2

 
$
1,039.0

Deferred revenue and advance payments from subscribers and others
1,449.8

 
1,452.2

Current portion of debt and capital lease obligations (note 7)
1,613.9

 
1,550.9

Accrued interest
705.1

 
690.6

Accrued capital expenditures
406.9

 
412.4

Derivative instruments (note 4)
385.2

 
1,043.7

Other accrued and current liabilities (note 11)
2,410.6

 
3,001.5

Total current liabilities
8,033.7

 
9,190.3

Long-term debt and capital lease obligations (note 7)
44,440.1

 
44,608.1

Other long-term liabilities (notes 4 and 11)
5,046.7

 
4,927.5

Total liabilities
57,520.5

 
58,725.9

Commitments and contingencies (notes 3, 4, 7, 8, 13 and 15)

 

Equity (note 9):
 
 
 
Liberty Global shareholders:
 
 
 
Old Liberty Global Ordinary Shares - Class A, $0.01 nominal value. Issued and outstanding 252,505,774 and 251,167,686 shares, respectively
2.5

 
2.5

Old Liberty Global Ordinary Shares - Class B, $0.01 nominal value. Issued and outstanding 10,472,517 and 10,139,184 shares, respectively
0.1

 
0.1

Old Liberty Global Ordinary Shares - Class C, $0.01 nominal value. Issued and outstanding 614,457,550 and 630,353,372 shares, respectively
6.1

 
6.3

Additional paid-in capital
16,103.0

 
17,070.8

Accumulated deficit
(5,009.8
)
 
(4,007.6
)
Accumulated other comprehensive earnings, net of taxes
1,885.1

 
1,646.6

Treasury shares, at cost
(0.8
)
 
(4.2
)
Total Liberty Global shareholders
12,986.2

 
14,714.5

Noncontrolling interests
(513.0
)
 
(598.5
)
Total equity
12,473.2

 
14,116.0

Total liabilities and equity
$
69,993.7

 
$
72,841.9









The accompanying notes are an integral part of these condensed consolidated financial statements.

2

LIBERTY GLOBAL PLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
 
in millions, except share and per share amounts
 
 
 
 
 
 
 
 
Revenue (note 14)
$
4,566.5

 
$
4,602.2

 
$
9,083.4

 
$
9,135.9

Operating costs and expenses:
 
 
 
 
 
 
 
Operating (other than depreciation and amortization) (including share-based compensation) (note 10)
1,664.5

 
1,719.2

 
3,350.4

 
3,418.0

Selling, general and administrative ( SG&A ) (including share-based compensation) (note 10)
773.6

 
792.5

 
1,578.7

 
1,555.0

Depreciation and amortization
1,477.8

 
1,393.4

 
2,929.2

 
2,770.5

Impairment, restructuring and other operating items, net (note 11)
25.7

 
27.6

 
42.7

 
141.2

 
3,941.6

 
3,932.7

 
7,901.0

 
7,884.7

Operating income
624.9

 
669.5

 
1,182.4

 
1,251.2

Non-operating income (expense):
 
 
 
 
 
 
 
Interest expense
(600.8
)
 
(641.8
)
 
(1,216.7
)
 
(1,295.3
)
Realized and unrealized losses  on derivative instruments, net (note 4)
(679.7
)
 
(328.6
)
 
(61.2
)
 
(705.2
)
Foreign currency transaction gains ( losses) , net
340.4

 
(36.4
)
 
(695.2
)
 
(57.2
)
Realized and unrealized gains due to changes in fair values of certain investments, net (note 5)
110.8

 
157.4

 
262.2

 
97.2

Losses on debt modification and extinguishment, net (note 7)
(73.8
)
 
(53.0
)
 
(348.3
)
 
(73.9
)
Other income (expense), net
(1.7
)
 
(1.7
)
 
(2.7
)
 
11.6

 
(904.8
)
 
(904.1
)
 
(2,061.9
)
 
(2,022.8
)
Loss  from continuing operations before income taxes
(279.9
)
 
(234.6
)
 
(879.5
)
 
(771.6
)
Income tax benefit (expense)   (note 8)
(130.0
)
 
0.6

 
(52.1
)
 
117.6

Loss from continuing operations
(409.9
)
 
(234.0
)
 
(931.6
)
 
(654.0
)
Discontinued operation (note 1):
 
 
 
 
 
 
 
Earnings from discontinued operation, net of taxes
—

 
—

 
—

 
0.8

Gain (adjustment to gain) on disposal of discontinued operation, net of taxes
—

 
(7.2
)
 
—

 
332.7

 
—

 
(7.2
)

—


333.5

Net loss
(409.9
)
 
(241.2
)
 
(931.6
)
 
(320.5
)
Net earnings   attributable to noncontrolling interests
(54.8
)
 
(8.7
)
 
(70.6
)
 
(8.2
)
Net loss  attributable to Liberty Global shareholders
$
(464.7
)
 
$
(249.9
)
 
$
(1,002.2
)
 
$
(328.7
)
 
 
 
 
 
 
 
 
Basic and diluted loss   attributable to Liberty Global shareholders per share (note 12):
 
 
 
 
 
 
 
Continuing operations
$
(0.53
)
 
$
(0.31
)
 
$
(1.13
)
 
$
(0.84
)
Discontinued operation
—

 
(0.01
)
 
—

 
0.42

 
$
(0.53
)
 
$
(0.32
)
 
$
(1.13
)
 
$
(0.42
)
 
 
 
 
 
 
 
 
Weighted average ordinary shares outstanding – basic and diluted
880,850,801

 
784,980,724

 
884,040,481

 
786,351,696


The accompanying notes are an integral part of these condensed consolidated financial statements.

3

LIBERTY GLOBAL PLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)
(unaudited)
 
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
 
in millions
 
 
 
 
 
 
 
 
Net  loss
$
(409.9
)
 
$
(241.2
)
 
$
(931.6
)
 
$
(320.5
)
Other comprehensive earnings (loss) , net of taxes:
 
 
 
 
 
 
 
Foreign currency translation adjustments
929.7

 
416.9

 
238.6

 
475.0

Reclassification adjustments included in net loss
0.9

 
0.1

 
1.0

 
64.2

Other
0.5

 
—

 
(1.0
)
 
—

Other comprehensive earnings
931.1

 
417.0

 
238.6

 
539.2

Comprehensive  earnings (loss)
521.2

 
175.8

 
(693.0
)
 
218.7

Comprehensive earnings  attributable to noncontrolling interests
(54.8
)
 
(8.9
)
 
(70.7
)
 
(8.4
)
Comprehensive earnings ( loss)   attributable to Liberty Global shareholders
$
466.4

 
$
166.9

 
$
(763.7
)
 
$
210.3


































The accompanying notes are an integral part of these condensed consolidated financial statements.

4

LIBERTY GLOBAL PLC
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(unaudited)
 
 
Liberty Global shareholders
 
Non-controlling
interests
 
Total
equity
 
Old Liberty Global
Ordinary Shares
 
Additional
paid-in
capital
 
Accumulated
deficit
 
Accumulated
other
comprehensive
earnings,
net of taxes
 
Treasury shares, at cost
 
Total Liberty Global
shareholders
 
 
Class A
 
Class B
 
Class C
 
 
in millions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at January 1, 2015
$
2.5

 
$
0.1

 
$
6.3

 
$
17,070.8

 
$
(4,007.6
)
 
$
1,646.6

 
$
(4.2
)
 
$
14,714.5

 
$
(598.5
)
 
$
14,116.0

Net loss
—

 
—

 
—

 
—

 
(1,002.2
)
 
—

 
—

 
(1,002.2
)
 
70.6

 
(931.6
)
Other comprehensive earnings, net of taxes
—

 
—

 
—

 
—

 
—

 
238.5

 
—

 
238.5

 
0.1

 
238.6

Repurchase and cancellation of Old Liberty Global Ordinary Shares (note 9)
—

 
—

 
(0.1
)
 
(935.7
)
 
—

 
—

 
—

 
(935.8
)
 
—

 
(935.8
)
Share-based compensation (note 10)
—

 
—

 
—

 
104.3

 
—

 
—

 
—

 
104.3

 
—

 
104.3

Liberty Global call option contracts
—

 
—

 
(0.1
)
 
(81.5
)
 
—

 
—

 
—


(81.6
)
 
—

 
(81.6
)
Adjustments due to changes in subsidiaries’ equity and other, net
—

 
—

 
—

 
(54.9
)
 
—

 
—

 
3.4

 
(51.5
)
 
14.8

 
(36.7
)
Balance at June 30, 2015
$
2.5

 
$
0.1

 
$
6.1

 
$
16,103.0

 
$
(5,009.8
)
 
$
1,885.1

 
$
(0.8
)
 
$
12,986.2

 
$
(513.0
)
 
$
12,473.2












The accompanying notes are an integral part of these condensed consolidated financial statements.

5

LIBERTY GLOBAL PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 
 
Six months ended
 
June 30,
 
2015
 
2014
 
in millions
Cash flows from operating activities:
 
 
 
Net loss
$
(931.6
)
 
$
(320.5
)
Earnings from discontinued operation
—

 
(333.5
)
Loss from continuing operations
(931.6
)
 
(654.0
)
Adjustments to reconcile loss   from continuing operations to net cash provided by operating activities:
 
 
 
Share-based compensation expense
128.0

 
109.5

Depreciation and amortization
2,929.2

 
2,770.5

Impairment, restructuring and other operating items, net
42.7

 
141.2

Amortization of deferred financing costs and non-cash interest accretion
34.2

 
41.8

Realized and unrealized losses on derivative instruments, net
61.2

 
705.2

Foreign currency transaction losses, net
695.2

 
57.2

Realized and unrealized gains   due to changes in fair values of certain investments, including impact of dividends
(261.1
)
 
(97.2
)
Losses on debt modification and extinguishment, net
348.3

 
73.9

Deferred income tax benefit
(142.7
)
 
(248.4
)
Excess tax benefit from share-based compensation
(17.9
)
 
—

Changes in operating assets and liabilities, net of the effects of acquisitions and dispositions
(199.7
)
 
17.0

Net cash used by operating activities of discontinued operation
—

 
(9.6
)
Net cash provided by operating activities
2,685.8

 
2,907.1

Cash flows from investing activities:
 
 
 
Capital expenditures
(1,262.4
)
 
(1,402.0
)
Cash paid in connection with acquisitions, net of cash acquired
(279.3
)
 
(32.3
)
Investments in and loans to affiliates and others
(161.4
)
 
(18.6
)
Proceeds received upon disposition of discontinued operation, net of disposal costs
—

 
985.2

Other investing activities, net
11.0

 
11.1

Net cash used by investing activities of discontinued operation
—

 
(3.8
)
Net cash used by investing activities
$
(1,692.1
)
 
$
(460.4
)
 













The accompanying notes are an integral part of these condensed consolidated financial statements.

6

LIBERTY GLOBAL PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
(unaudited)
 
 
Six months ended
 
June 30,
 
2015
 
2014
 
in millions
Cash flows from financing activities:
 
 
 
Borrowings of debt
$
11,192.3

 
$
3,605.8

Repayments and repurchases of debt and capital lease obligations
(10,717.8
)
 
(6,328.9
)
Repurchase of Old Liberty Global Ordinary Shares
(908.1
)
 
(895.9
)
Payment of financing costs and debt premiums
(356.5
)
 
(172.2
)
Net cash paid related to derivative instruments
(303.3
)
 
(177.6
)
Purchase of additional shares of subsidiaries
(142.2
)
 
—

Net cash paid associated with call option contracts on Old Liberty Global Ordinary Shares
(121.2
)
 
(98.8
)
Other financing activities, net
24.3

 
7.7

Net cash used by financing activities of discontinued operation
—

 
(1.2
)
Net cash used by financing activities
(1,332.5
)
 
(4,061.1
)
 
 
 
 
Effect of exchange rate changes on cash – continuing operations
(0.2
)
 
22.7

 


 


Net decrease in cash and cash equivalents:
 
 
 
Continuing operations
(339.0
)
 
(1,577.1
)
Discontinued operation
—

 
(14.6
)
Net decrease in cash and cash equivalents
(339.0
)
 
(1,591.7
)
Cash and cash equivalents:
 
 
 
Beginning of period
1,158.5

 
2,701.9

End of period
$
819.5

 
$
1,110.2

 
 
 
 
Cash paid for interest – continuing operations
$
1,138.2

 
$
1,199.1

Net cash paid for taxes:
 
 
 
Continuing operations
$
167.3

 
$
54.5

Discontinued operation
—

 
2.2

Total
$
167.3

 
$
56.7





The accompanying notes are an integral part of these condensed consolidated financial statements.

7

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements
June 30, 2015
(unaudited)



( 1 )   Basis of Presentation

Liberty Global plc ( Liberty Global ) is a public limited company organized under the laws of England and Wales. In these notes, the terms “we,” “our,” “our company” and “us” may refer, as the context requires, to Liberty Global or collectively to Liberty Global and its subsidiaries.

We are an international provider of video, broadband internet, fixed-line telephony and mobile services, with consolidated operations at June 30, 2015 in 14 countries. Through our wholly-owned subsidiary Virgin Media Inc. ( Virgin Media ), we provide (i) video, broadband internet and fixed-line telephony services in the United Kingdom ( U.K. ) and Ireland and (ii) mobile services in the U.K. Through Ziggo Group Holding B.V. ( Ziggo Group Holding ), Unitymedia GmbH ( Unitymedia ), each a wholly-owned subsidiary, and Telenet Group Holding NV ( Telenet ), a 57.0% -owned subsidiary, we provide video, broadband internet, fixed-line telephony and mobile services in the Netherlands, Germany and Belgium, respectively. Through UPC Holding BV ( UPC Holding ), we also provide (a) video, broadband internet and fixed-line telephony services in seven other European countries and (b) mobile services in four other European countries. The operations of Virgin Media , Ziggo Group Holding , Unitymedia , Telenet and our other operations in Europe are collectively referred to herein as the “ European Operations Division .” In Chile, we provide video, broadband internet, fixed-line telephony and mobile services through VTR GlobalCom SpA ( VTR ). In Puerto Rico, we provide video, broadband internet and fixed-line telephony services through Liberty Cablevision of Puerto Rico LLC ( Liberty Puerto Rico ), an entity in which we hold a 60.0% ownership interest. The operations of VTR and Liberty Puerto Rico are collectively referred to herein as the “ LiLAC Division .”

On January 31, 2014, we completed the sale of substantially all of the assets (the Chellomedia Disposal Group ) of Chellomedia B.V. ( Chellomedia ) (the Chellomedia Transaction ). Chellomedia held certain of our programming interests in Europe and Latin America. We have accounted for the sale of the Chellomedia Disposal Group as a discontinued operation in our condensed consolidated financial statements.

On July 1, 2015, we completed the approved steps of the “ LiLAC Transaction ” whereby we (i) reclassified our then outstanding Class A, Class B and Class C Liberty Global ordinary shares (collectively, the Old Liberty Global Ordinary Shares ) into corresponding classes of new Liberty Global ordinary shares (collectively, the Liberty Global Ordinary Shares ) and (ii) capitalized a portion of our share premium account and distributed as a dividend (or a “bonus issue” under U.K. law) our LiLAC ordinary shares (collectively, LiLAC Ordinary Shares ). Pursuant to the LiLAC Transaction , each holder of Class A, Class B and Class C Old Liberty Global Ordinary Shares remained a holder of the same amount and class of Liberty Global Ordinary Shares and received one share of the corresponding class of LiLAC Ordinary Shares for each 20 Old Liberty Global Ordinary Shares held as of the record date for such distribution. Accordingly, we issued 12,625,362 Class A, 523,626 Class B and 30,776,883 Class C LiLAC Ordinary Shares . Cash was issued in lieu of fractional LiLAC Ordinary Shares . The LiLAC Ordinary Shares have a nominal value of $0.01 per share. The impact of the July 1, 2015 LiLAC Transaction on our capitalization and earnings (loss) per share presentation, which will be reflected prospectively beginning with the third quarter of 2015, has not been reflected in these condensed consolidated financial statements.

The Liberty Global Ordinary Shares and the LiLAC Ordinary Shares are tracking shares. Tracking shares are intended by the issuing company to reflect or “track” the economic performance of a particular business or “group,” rather than the economic performance of the company as a whole. The Liberty Global Ordinary Shares and the LiLAC Ordinary Shares are intended to reflect or “track” the economic performance of the Liberty Global Group and the LiLAC Group , respectively (each as defined and described below). While the Liberty Global Group and the LiLAC Group have separate collections of businesses, assets and liabilities attributed to them, neither group is a separate legal entity and therefore cannot own assets, issue securities or enter into legally binding agreements. Holders of tracking shares have no direct claim to the group’s shares or assets and are not represented by separate boards of directors. Instead, holders of tracking shares are shareholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation. We and our subsidiaries each continue to be responsible for our respective liabilities. Holders of Liberty Global Ordinary Shares , LiLAC Ordinary Shares and any other of our capital shares designated as ordinary shares from time to time will continue to be subject to risks associated with an investment in our company as a whole, even if a holder does not own both Liberty Global Ordinary Shares and LiLAC Ordinary Shares .
The “ LiLAC Group ” comprises our businesses, assets and liabilities in Latin America and the Caribbean and has attributed to it (i) VTR Finance B.V. ( VTR Finance ) and its subsidiaries, which include VTR , (ii) Lila Chile Holding BV ( Lila Chile

8

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



Holding ), which is the parent entity of VTR Finance , (iii) LiLAC Holdings Inc. ( LiLAC Holdings ) and its subsidiaries, which include Liberty Puerto Rico , and (iv) the costs associated with certain corporate employees of Liberty Global that are exclusively focused on the management of the LiLAC Group (the LiLAC Corporate Costs ). The “ Liberty Global Group ” comprises our businesses, assets and liabilities not attributed to the LiLAC Group , including Virgin Media , Ziggo Group Holding , Unitymedia , Telenet , UPC Holding , our corporate entities (excluding the LiLAC Corporate Costs ) and certain other less significant entities. On June 30, 2015, in order to provide liquidity to fund, among other things, ongoing operating costs and acquisitions of the LiLAC Group , a subsidiary attributed to the Liberty Global Group made a $100.0 million cash capital contribution to LiLAC Holdings .

For additional information regarding our tracking share capital structure, including unaudited financial information of the Liberty Global Group and the LiLAC Group , see Exhibit 99.1 to this Quarterly Report on Form 10-Q.

Our unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ( GAAP ) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information required by GAAP or Securities and Exchange Commission rules and regulations for complete financial statements. In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results of operations for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with our 2014 consolidated financial statements and notes thereto included in our 2014 Annual Report on Form 10-K.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates and assumptions are used in accounting for, among other things, the valuation of acquisition-related assets and liabilities, allowances for uncollectible accounts, programming and copyright costs, deferred income taxes and related valuation allowances, loss contingencies, fair value measurements, impairment assessments, capitalization of internal costs associated with construction and installation activities, useful lives of long-lived assets, share-based compensation and actuarial liabilities associated with certain benefit plans. Actual results could differ from those estimates.

Unless otherwise indicated, ownership percentages and convenience translations into United States ( U.S. ) dollars are calculated as of June 30, 2015 .

Certain prior period amounts have been reclassified to conform to the current period presentation.

( 2 )    Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the FASB ) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ( ASU 2014-09 ), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace existing revenue recognition guidance in GAAP when it becomes effective January 1, 2018. Early application is permitted, but no sooner than January 1, 2017. This new standard permits the use of either the retrospective or cumulative effect transition method. We are currently evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.

( 3 )    Acquisitions

Pending Acquisition

On April 18, 2015, Telenet entered into a definitive agreement (the BASE Agreement ) to acquire BASE Company NV ( BASE ) for a purchase price of €1,324.4 million ( $1,477.1 million ). BASE is the third-largest mobile network operator in Belgium. We expect that this acquisition will provide Telenet with cost-effective long-term mobile access to effectively compete for future growth opportunities in the Belgium mobile market. Telenet intends to finance the acquisition of BASE through a combination of €1.0 billion ( $1,115.3 million ) of new debt facilities and existing liquidity. The acquisition of BASE is subject to customary closing conditions, including merger approval from the relevant competition authorities, and is expected to close by the end of March 2016. The BASE Agreement provides that in the event the relevant competition authorities fail to approve the transaction, Telenet would be required to pay the seller a termination fee of €100.0 million ( $111.5 million ).

9

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



2015 Acquisition

On June 3, 2015 , pursuant to a Stock Purchase Agreement (the Choice Purchase Agreement ) with the parent of Puerto Rico Cable Acquisition Company Inc., dba Choice Cable TV ( Choice ) and following regulatory approval, one of our subsidiaries, together with investment funds affiliated with Searchlight Capital Partners, L.P. (collectively, Searchlight ), acquired 100% of Choice (the Choice Acquisition ). Choice is a cable and broadband services provider in Puerto Rico. We acquired Choice in order to achieve certain financial, operational, and strategic benefits through the integration of Choice with those of Liberty Puerto Rico , and the combined business will be 60% -owned by our company and 40% -owned by Searchlight .
The purchase price for Choice of $276.1 million was funded through (i) Liberty Puerto Rico ’s incremental debt borrowings, net of discount and fees, of $259.1 million , (ii) cash of $10.2 million and (iii) an equity contribution from Searchlight of $6.8 million .
We have accounted for the Choice Acquisition using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets of Choice based on assessments of their respective fair values, and the excess of the purchase price over the fair values of these identifiable net assets was allocated to goodwill. A summary of the purchase price and the preliminary opening balance sheet for the Choice Acquisition at the June 3, 2015 acquisition date is presented in the following table. The preliminary opening balance sheet is subject to adjustment based on our final assessment of the fair values of the acquired identifiable assets and liabilities. Although most items in the valuation process remain open, the items with the highest likelihood of changing upon finalization of the valuation process include property and equipment, goodwill, intangible assets associated with franchise rights and customer relationships and income taxes (in millions):
Cash and cash equivalents
$
3.6

Other current assets
7.8

Property and equipment, net
80.4

Goodwill (a)
51.5

Intangible assets subject to amortization (b)
58.9

Franchise rights
147.6

Other assets, net
0.3

Other accrued and current liabilities
(13.2
)
Non-current deferred tax liabilities
(60.8
)
Total purchase price (c)
$
276.1

_______________

(a)
The goodwill recognized in connection with the Choice Acquisition is primarily attributable to (i) the ability to take advantage of Choice ’s existing advanced broadband communications network to gain immediate access to potential customers and (ii) substantial synergies that are expected to be achieved through the integration of Choice with Liberty Puerto Rico . The entire amount of goodwill is expected to be deductible for U.S. tax purposes.

(b)
Amount primarily includes intangible assets related to customer relationships. As of June 3, 2015 , the weighted average useful life of Choice ’s intangible assets was approximately ten years .

(c)
Excludes direct acquisition costs of $8.3 million , which are included in impairment, restructuring and other operating items, net, in our condensed consolidated statements of operations.

2014 Acquisition

On November 11, 2014, pursuant to an Agreement and Plan of Merger with respect to an offer to acquire all of the shares of Ziggo Holding B.V. ( Ziggo ) that we did not already own, we gained control of Ziggo through the acquisition of 136,603,794 additional Ziggo shares, which increased our ownership interest in Ziggo to 88.9% (the Ziggo Acquisition ). Ziggo is a provider of video, broadband internet, fixed-line telephony and mobile services in the Netherlands. From November 12, 2014 through November 19, 2014, we acquired 18,998,057 additional Ziggo shares, further increasing our ownership interest in Ziggo to 98.4% (the Ziggo NCI Acquisition ). In December 2014, we initiated a statutory squeeze-out procedure in accordance with the Dutch

10

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



Civil Code (the Statutory Squeeze-out ) in order to acquire the remaining 3,162,605 Ziggo shares not tendered through November 19, 2014. Under the Statutory Squeeze-out , which was completed during the second quarter of 2015, Ziggo shareholders other than Liberty Global received cash consideration of €39.78 ( $44.37 ) per share, plus interest, for an aggregate of €125.9 million ( $142.2 million at the applicable rates). This amount was approved in April 2015 by the Enterprise Court in the Netherlands.

For accounting purposes, (i) the Ziggo Acquisition was treated as the acquisition of Ziggo by Liberty Global and (ii) the Ziggo NCI Acquisition and the Statutory Squeeze-out were treated as the acquisitions of noncontrolling interests.
We received regulatory clearance from the European Commission for the Ziggo Acquisition on October 10, 2014. The clearance was conditioned upon our commitment to divest our Film1 channel to a third party and to carry Film1 on our network in the Netherlands for a period of three years . On July 21, 2015, we sold our Film1 channel to Sony Pictures Television Networks. Under the terms of the agreement, all five Film1 channels will continue to be carried on our networks for a period of at least three years .
Pro Forma Information

The following unaudited pro forma condensed consolidated operating results for the three and six months ended June 30, 2015 and 2014 give effect to (i) the acquisition of 100% of Ziggo and (ii) the Choice Acquisition , as if they had been completed as of January 1, 2014. These pro forma amounts are not necessarily indicative of the operating results that would have occurred if these transactions had occurred on such date. The pro forma adjustments are based on certain assumptions that we believe are reasonable.
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
 
in millions, except per share amounts
Revenue:
 
 
 
 
 
 
 
Liberty Global Group:
 
 
 
 
 
 
 
Continuing operations
$
4,255.1

 
$
4,847.7

 
$
8,484.2

 
$
9,617.1

Discontinued operation
—

 
—

 
—

 
26.6

Total - Liberty Global Group
4,255.1

 
4,847.7

 
8,484.2

 
9,643.7

LiLAC Group
326.4

 
328.1

 
636.3

 
649.7

Intergroup eliminations
—

 
—

 
—

 
(0.1
)
Total
$
4,581.5

 
$
5,175.8

 
$
9,120.5

 
$
10,293.3

 
 
 
 
 
 
 
 
Net loss  attributable to Liberty Global shareholders:
 
 
 
 
 
 
 
Liberty Global Group
$
(457.3
)
 
$
(452.0
)
 
$
(1,025.4
)
 
$
(603.3
)
LiLAC Group
(7.5
)
 
7.6

 
25.0

 
(59.3
)
Total
$
(464.8
)
 
$
(444.4
)
 
$
(1,000.4
)
 
$
(662.6
)
 
 
 
 
 
 
 
 
Basic and diluted loss attributable to Liberty Global shareholders per share
$
(0.53
)
 
$
(0.49
)
 
$
(1.13
)
 
$
(0.73
)

Our condensed consolidated statements of operations for the three and six months ended June 30, 2015 include revenue of $7.4 million and net earnings of $0.1 million attributable to Choice .


11

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



( 4 )     Derivative Instruments

In general, we seek to enter into derivative instruments to protect against (i) increases in the interest rates on our variable-rate debt and (ii) foreign currency movements, particularly with respect to borrowings that are denominated in a currency other than the functional currency of the borrowing entity. In this regard, through our subsidiaries, we have entered into various derivative instruments to manage interest rate exposure and foreign currency exposure with respect to the U.S. dollar ( $ ), the euro ( € ), the British pound sterling ( £ ), the Swiss franc ( CHF ), the Chilean peso ( CLP ), the Czech koruna ( CZK ), the Hungarian forint ( HUF ), the Polish zloty ( PLN ) and the Romanian lei ( RON ). With the exception of a limited number of our foreign currency forward contracts, we do not apply hedge accounting to our derivative instruments. Accordingly, changes in the fair values of most of our derivative instruments are recorded in realized and unrealized gains or losses on derivative instruments, net, in our condensed consolidated statements of operations.

The following table provides details of the fair values of our derivative instrument assets and liabilities:
 
June 30, 2015
 
December 31, 2014
 
Current
 
Long-term (a)
 
Total
 
Current
 
Long-term (a)
 
Total
 
in millions
Assets:
 
 
 
 
 
 
 
 
 
 
 
Cross-currency and interest rate derivative contracts:
 
 
 
 
 
 
 
 
 
 
 
Liberty Global Group
$
187.8

 
$
1,239.5

 
$
1,427.3

 
$
443.6

 
$
812.5

 
$
1,256.1

LiLAC Group
—

 
189.4

 
189.4

 
—

 
101.2

 
101.2

Total cross-currency and interest rate derivative contracts (b)
187.8

 
1,428.9

 
1,616.7

 
443.6

 
913.7

 
1,357.3

Equity-related derivative instruments - Liberty Global Group (c)
54.1

 
280.6

 
334.7

 
—

 
400.2

 
400.2

Foreign currency forward contracts:
 
 
 
 


 
 
 
 
 
 
Liberty Global Group
1.6

 
—

 
1.6

 
1.4

 
—

 
1.4

LiLAC Group
3.3

 
—

 
3.3

 
1.1

 
—

 
1.1

Total foreign currency forward contracts
4.9

 
—

 
4.9

 
2.5

 
—

 
2.5

Other - Liberty Global Group
1.5

 
1.0

 
2.5

 
0.5

 
0.9

 
1.4

Total assets:
 
 
 
 
 
 
 
 
 
 
 
Liberty Global Group
245.0

 
1,521.1

 
1,766.1

 
445.5

 
1,213.6

 
1,659.1

LiLAC Group
3.3

 
189.4

 
192.7

 
1.1

 
101.2

 
102.3

Total
$
248.3


$
1,710.5


$
1,958.8


$
446.6


$
1,314.8


$
1,761.4

 
 
 
 
 
 
 
 
 
 
 
 

12

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



 
June 30, 2015
 
December 31, 2014
 
Current
 
Long-term (a)
 
Total
 
Current
 
Long-term (a)
 
Total
 
in millions
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Cross-currency and interest rate derivative contracts:
 
 
 
 
 
 
 
 
 
 
 
Liberty Global Group
$
309.8

 
$
1,636.5

 
$
1,946.3

 
$
987.9

 
$
1,443.9

 
$
2,431.8

LiLAC Group
32.6

 
3.0

 
35.6

 
39.5

 
—

 
39.5

Total cross-currency and interest rate derivative contracts (b)
342.4

 
1,639.5

 
1,981.9

 
1,027.4

 
1,443.9

 
2,471.3

Equity-related derivative instruments - Liberty Global Group (c)
33.4

 
231.9

 
265.3

 
15.3

 
73.1

 
88.4

Foreign currency forward contracts:
 
 
 
 
 
 
 
 
 
 
 
Liberty Global Group
9.3

 
—

 
9.3

 
0.6

 
—

 
0.6

LiLAC Group
—

 
—

 
—

 
0.2

 
—

 
0.2

Total foreign currency forward contracts
9.3

 
—

 
9.3

 
0.8

 
—

 
0.8

Other - Liberty Global Group
0.1

 
0.1

 
0.2

 
0.2

 
0.1

 
0.3

Total liabilities:
 
 
 
 
 
 
 
 
 
 
 
Liberty Global Group
352.6

 
1,868.5

 
2,221.1

 
1,004.0

 
1,517.1

 
2,521.1

LiLAC Group
32.6

 
3.0

 
35.6

 
39.7

 
—

 
39.7

Total
$
385.2


$
1,871.5


$
2,256.7


$
1,043.7


$
1,517.1


$
2,560.8

_______________ 

(a)
Our long-term derivative assets and liabilities are included in other assets, net, and other long-term liabilities, respectively, in our condensed consolidated balance sheets.

(b)
We consider credit risk in our fair value assessments. As of June 30, 2015 and December 31, 2014 , (i) the fair values of our cross-currency and interest rate derivative contracts that represented assets have been reduced by credit risk valuation adjustments aggregating $63.3 million and $30.9 million , respectively, and (ii) the fair values of our cross-currency and interest rate derivative contracts that represented liabilities have been reduced by credit risk valuation adjustments aggregating $155.4 million and $64.6 million , respectively. The adjustments to our derivative assets relate to the credit risk associated with counterparty nonperformance and the adjustments to our derivative liabilities relate to credit risk associated with our own nonperformance. In all cases, the adjustments take into account offsetting liability or asset positions within a given contract. Our determination of credit risk valuation adjustments generally is based on our and our counterparties’ credit risks, as observed in the credit default swap market and market quotations for certain of our subsidiaries’ debt instruments, as applicable. The changes in the credit risk valuation adjustments associated with our cross-currency and interest rate derivative contracts resulted in a net gain (loss) of $77.2 million and ( $19.4 million ) during the three months ended June 30, 2015 and 2014 , respectively, and a net gain (loss) of $60.3 million and ( $48.9 million ) during the six months ended June 30, 2015 and 2014 , respectively. These amounts are included in realized and unrealized losses on derivative instruments, net, in our condensed consolidated statements of operations. For further information regarding our fair value measurements, see note 5 .

(c)
Our equity-related derivative instruments primarily include the fair value of (i) the share collar (the ITV Collar ) with respect to the ITV plc ( ITV ) shares held by our company at June 30, 2015 , (ii) the share collar (the Sumitomo Collar ) with respect to the shares of Sumitomo Corporation held by our company and (iii) Virgin Media ’s conversion hedges (the Virgin Media Capped Calls ) with respect to Virgin Media ’s 6.50% convertible senior notes. The fair values of our equity collars do not include credit risk valuation adjustments as we assume that any losses incurred by our company in the event of

13

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



nonperformance by the respective counterparty would be, subject to relevant insolvency laws, fully offset against amounts we owe to such counterparty pursuant to the related secured borrowing arrangements.

The details of our realized and unrealized losses on derivative instruments, net, are as follows:
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
 
in millions
Cross-currency and interest rate derivative contracts:
 
 
 
 
 

 
Liberty Global Group
$
(547.7
)
 
$
(287.6
)
 
$
114.6

 
$
(580.3
)
LiLAC Group
(0.6
)
 
1.9

 
77.6

 
(125.6
)
Total cross-currency and interest rate derivative contracts
(548.3
)
 
(285.7
)
 
192.2

 
(705.9
)
Equity-related derivative instruments - Liberty Global Group:
 
 
 
 
 

 
ITV Collar
(53.5
)
 
—

 
(158.9
)
 
—

Sumitomo Collar
(61.8
)
 
(23.8
)
 
(71.9
)
 
(15.3
)
Ziggo Collar
—

 
(21.3
)
 
—

 
(5.9
)
Other
0.5

 
0.7

 
1.1

 
0.9

Total equity-related derivative instruments
(114.8
)
 
(44.4
)
 
(229.7
)

(20.3
)
Foreign currency forward contracts:
 
 
 
 
 

 
Liberty Global Group
(18.1
)
 
0.5

 
(27.4
)
 
19.6

LiLAC Group
1.8

 
(0.1
)
 
3.0

 
0.8

Total foreign currency forward contracts
(16.3
)
 
0.4

 
(24.4
)
 
20.4

Other - Liberty Global Group
(0.3
)
 
1.1

 
0.7

 
0.6

 
 
 
 
 
 
 
 
Total Liberty Global Group
(680.9
)
 
(330.4
)
 
(141.8
)
 
(580.4
)
Total LiLAC Group
1.2

 
1.8

 
80.6

 
(124.8
)
Total
$
(679.7
)

$
(328.6
)

$
(61.2
)

$
(705.2
)
 

14

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



The net cash received or paid related to our derivative instruments is classified as an operating, investing or financing activity in our condensed consolidated statements of cash flows based on the objective of the derivative instrument and the classification of the applicable underlying cash flows. For foreign currency forward contracts that are used to hedge capital expenditures, the net cash received or paid is classified as an adjustment to capital expenditures in our condensed consolidated statements of cash flows. For derivative contracts that are terminated prior to maturity, the cash paid or received upon termination that relates to future periods is classified as a financing activity. The classification of these cash outflows is as follows:
 
Six months ended
 
June 30,
 
2015
 
2014
 
in millions
Operating activities:
 
 
 
Liberty Global Group
$
(161.3
)
 
$
(252.1
)
LiLAC Group
(17.7
)
 
3.6

Total operating activities
(179.0
)
 
(248.5
)
Investing activities - LiLAC Group
(0.4
)
 
—

Financing activities:
 
 
 
Liberty Global Group
(303.3
)
 
(140.2
)
LiLAC Group
—

 
(37.4
)
Total financing activities
(303.3
)
 
(177.6
)
Total cash outflows:
 
 
 
Liberty Global Group
(464.6
)
 
(392.3
)
LiLAC Group
(18.1
)
 
(33.8
)
Total
$
(482.7
)
 
$
(426.1
)

Counterparty Credit Risk

We are exposed to the risk that the counterparties to the derivative instruments of our subsidiary borrowing groups will default on their obligations to us. We manage these credit risks through the evaluation and monitoring of the creditworthiness of, and concentration of risk with, the respective counterparties. In this regard, credit risk associated with our derivative instruments is spread across a relatively broad counterparty base of banks and financial institutions. Collateral is generally not posted by either party under the derivative instruments of our subsidiary borrowing groups. At June 30, 2015 , our exposure to counterparty credit risk included derivative assets with an aggregate fair value of $1,559.9 million .

Details of our Derivative Instruments

In the following tables, we present the details of the various categories of our subsidiaries’ derivative instruments. For each subsidiary, the notional amount of multiple derivative instruments that mature within the same calendar month are shown in the aggregate and interest rates are presented on a weighted average basis. In addition, for derivative instruments that were in effect as of June 30, 2015 , we present a single date that represents the applicable final maturity date. For derivative instruments that become effective subsequent to June 30, 2015 , we present a range of dates that represents the period covered by the applicable derivative instruments.
  

15

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



Cross-currency and Interest Rate Derivative Contracts

Cross-currency Swaps:

The terms of our outstanding cross-currency swap contracts at June 30, 2015 are as follows:
Subsidiary /
F inal maturity date
 
Notional
amount
due from
counterparty
 
Notional
amount
due to
counterparty
 
Interest rate
due from
counterparty
 
Interest rate
due to
counterparty
 
 
in millions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Virgin Media Investment Holdings Limited ( VMIH ), a subsidiary of Virgin Media:
 
 
 
 
 
 
 
 
 
January 2023
 
$
400.0

 
€
339.6

 
5.75%
 
4.33%
June 2023
 
$
1,855.0

 
£
1,198.3

 
6 mo. LIBOR + 2.75%
 
6 mo. GBP LIBOR + 3.18%
February 2022
 
$
1,400.0

 
£
873.6

 
5.01%
 
5.49%
January 2023
 
$
1,000.0

 
£
648.6

 
5.25%
 
5.32%
January 2021
 
$
500.0

 
£
308.9

 
5.25%
 
6 mo. GBP LIBOR + 2.06%
October 2022
 
$
450.0

 
£
272.0

 
6.00%
 
6.43%
January 2022
 
$
425.0

 
£
255.8

 
5.50%
 
5.82%
April 2019
 
$
191.5

 
£
122.3

 
5.38%
 
5.49%
November 2016 (a)
 
$
55.0

 
£
27.7

 
6.50%
 
7.03%
October 2019
 
$
50.0

 
£
30.3

 
8.38%
 
8.98%
October 2019 - October 2022
 
$
50.0

 
£
30.7

 
6.00%
 
5.75%
UPC Broadband Holding BV ( UPC Broadband Holding ), a subsidiary of UPC Holding:
 
 
 
 
 
 
 
 
 
January 2023
 
$
1,140.0

 
€
1,043.7

 
5.38%
 
3.71%
July 2021
 
$
440.0

 
€
337.2

 
6 mo. LIBOR + 2.50%
 
6 mo. EURIBOR + 2.87%
January 2017 - July 2021
 
$
262.1

 
€
194.1

 
6 mo. LIBOR + 2.50%
 
6 mo. EURIBOR + 2.51%
January 2020
 
$
252.5

 
€
192.5

 
6 mo. LIBOR + 4.93%
 
7.49%
November 2019
 
$
250.0

 
€
181.5

 
7.25%
 
7.74%
November 2021
 
$
250.0

 
€
181.4

 
7.25%
 
7.50%
October 2020
 
$
125.0

 
€
91.3

 
6 mo. LIBOR + 3.00%
 
6 mo. EURIBOR + 3.04%
January 2020
 
$
122.5

 
€
93.4

 
6 mo. LIBOR + 4.94%
 
6 mo. EURIBOR + 4.87%
December 2016
 
$
340.0

 
CHF
370.9

 
6 mo. LIBOR + 3.50%
 
6 mo. CHF LIBOR + 4.01%
July 2016 - January 2020
 
$
225.0

 
CHF
206.3

 
6 mo. LIBOR + 4.81%
 
5.44%
July 2016 (a)
 
$
225.0

 
CHF
206.3

 
6 mo. LIBOR + 4.81%
 
1.00%
July 2021
 
$
200.0

 
CHF
186.0

 
6 mo. LIBOR + 2.50%
 
6 mo. CHF LIBOR + 2.55%
January 2017 - July 2023
 
$
200.0

 
CHF
185.5

 
6 mo. LIBOR + 2.50%
 
6 mo. CHF LIBOR + 2.48%
November 2019
 
$
175.0

 
CHF
158.7

 
7.25%
 
6 mo. CHF LIBOR + 5.01%
January 2017 - July 2021
 
$
100.0

 
CHF
92.8

 
6 mo. LIBOR + 2.50%
 
6 mo. CHF LIBOR + 2.49%

16

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



Subsidiary /
F inal maturity date
 
Notional
amount
due from
counterparty
 
Notional
amount
due to
counterparty
 
Interest rate
due from
counterparty
 
Interest rate
due to
counterparty
 
 
in millions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
July 2016 (a)
 
$
201.5

 
RON
489.3

 
6 mo. LIBOR + 3.50%
 
1.40%
July 2016 - July 2020
 
$
201.5

 
RON
489.3

 
6 mo. LIBOR + 3.50%
 
11.34%
January 2021
 
€
720.8

 
CHF
877.0

 
6 mo. EURIBOR + 2.50%
 
6 mo. CHF LIBOR + 2.62%
January 2017 - September 2022
 
€
383.8

 
CHF
477.0

 
6 mo. EURIBOR + 2.00%
 
6 mo. CHF LIBOR + 2.22%
January 2017
 
€
360.4

 
CHF
589.0

 
6 mo. EURIBOR + 3.75%
 
6 mo. CHF LIBOR + 3.94%
April 2018
 
€
285.1

 
CHF
346.7

 
10.51%
 
9.87%
January 2020
 
€
175.0

 
CHF
258.6

 
7.63%
 
6.76%
July 2020
 
€
107.4

 
CHF
129.0

 
6 mo. EURIBOR + 3.00%
 
6 mo. CHF LIBOR + 3.28%
July 2023
 
€
85.3

 
CHF
95.0

 
6 mo. EURIBOR + 2.21%
 
6 mo. CHF LIBOR + 2.65%
July 2021
 
€
76.1

 
CHF
92.1

 
6 mo. EURIBOR + 2.50%
 
6 mo. CHF LIBOR + 2.88%
January 2017
 
€
75.0

 
CHF
110.9

 
7.63%
 
6.98%
December 2015
 
€
69.1

 
CLP
53,000.0

 
3.50%
 
5.75%
January 2020
 
€
318.9

 
CZK
8,818.7

 
5.58%
 
5.44%
January 2017
 
€
60.0

 
CZK
1,703.1

 
5.50%
 
6.99%
July 2017
 
€
39.6

 
CZK
1,000.0

 
3.00%
 
3.75%
July 2016 (a)
 
€
260.0

 
HUF
75,570.0

 
5.50%
 
5.00%
July 2016 - January 2017
 
€
260.0

 
HUF
75,570.0

 
5.50%
 
10.56%
December 2016
 
€
150.0

 
HUF
43,367.5

 
5.50%
 
2.00%
July 2018
 
€
78.0

 
HUF
19,500.0

 
5.50%
 
9.15%
January 2017
 
€
245.0

 
PLN
1,000.6

 
5.50%
 
9.03%
September 2016
 
€
200.0

 
PLN
892.7

 
6.00%
 
3.91%
January 2020
 
€
144.6

 
PLN
605.0

 
5.50%
 
7.98%
July 2017
 
€
82.0

 
PLN
318.0

 
3.00%
 
5.60%
December 2015
 
CLP 53,000.0

 
€
69.1

 
5.75%
 
3.50%
Amsterdamse Beheer-en Consultingmaatschappij BV ( ABC B.V. ), a subsidiary of Ziggo Group Holding:
 
 
 
 
 
 
 
 
 
January 2022
 
$
2,350.0

 
€
1,727.0

 
6 mo. LIBOR + 2.75%
 
4.56%
January 2023
 
$
400.0

 
€
339.0

 
5.88%
 
4.58%
Unitymedia Hessen GmbH & Co. KG ( Unitymedia Hessen ), a subsidiary of Unitymedia:
 


 



 

 

January 2023
 
$
1,652.9

 
€
1,252.5

 
5.67%
 
4.50%
January 2021
 
$
797.1

 
€
546.5

 
5.50%
 
5.60%
VTR:
 
 
 
 
 
 
 
 
 
January 2022
 
$
1,400.0

 
CLP
760,340.0

 
6.88%
 
10.94%

17

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



_______________ 

(a)
Unlike the other cross-currency swaps presented in this table, the identified cross-currency swaps do not involve the exchange of notional amounts at the inception and maturity of the instruments. Accordingly, the only cash flows associated with these instruments are interest payments and receipts.

Interest Rate Swaps:

The terms of our outstanding interest rate swap contracts at June 30, 2015 are as follows:
Subsidiary / Final maturity date
 
Notional amount
 
Interest rate due from
counterparty
 
Interest rate due to
counterparty
 
 
in millions
 
 
 
 
VMIH:
 
 
 
 
 
 
 
October 2018
 
£
2,155.0

 
6 mo. GBP LIBOR
 
1.52%
October 2018 - June 2023
 
£
1,200.0

 
6 mo. GBP LIBOR
 
2.49%
January 2021
 
£
650.0

 
5.50%
 
6 mo. GBP LIBOR + 1.84%
January 2021
 
£
650.0

 
6 mo. GBP LIBOR + 1.84%
 
3.87%
December 2015
 
£
600.0

 
6 mo. GBP LIBOR
 
2.90%
April 2018
 
£
300.0

 
6 mo. GBP LIBOR
 
1.37%
UPC Broadband Holding:
 
 
 
 
 
 
 
January 2022
 
$
675.0

 
6.88%
 
6 mo. LIBOR + 4.90%
July 2020
 
€
750.0

 
6.38%
 
6 mo. EURIBOR + 3.16%
July 2016
 
€
503.4

 
6 mo. EURIBOR
 
0.20%
July 2016 - January 2021
 
€
250.0

 
6 mo. EURIBOR
 
2.52%
July 2016 - January 2023
 
€
210.0

 
6 mo. EURIBOR
 
2.88%
November 2021
 
€
107.0

 
6 mo. EURIBOR
 
2.89%
July 2016 - July 2020
 
€
43.4

 
6 mo. EURIBOR
 
3.95%
July 2016
 
CHF
900.0

 
6 mo. CHF LIBOR
 
0.05%
January 2022
 
CHF
711.5

 
6 mo. CHF LIBOR
 
1.89%
July 2016 - January 2021
 
CHF
500.0

 
6 mo. CHF LIBOR
 
1.65%
July 2016 - January 2018
 
CHF
400.0

 
6 mo. CHF LIBOR
 
2.51%
December 2016
 
CHF
370.9

 
6 mo. CHF LIBOR
 
3.82%
November 2019
 
CHF
226.8

 
6 mo. CHF LIBOR + 5.01%
 
6.88%
ABC B.V.:
 
 
 
 
 
 
 
January 2022
 
€
1,566.0

 
6 mo. EURIBOR
 
1.66%
January 2016
 
€
689.0

 
1 mo. EURIBOR + 3.75%
 
6 mo. EURIBOR + 3.59%
January 2021
 
€
500.0

 
6 mo. EURIBOR
 
2.60%
July 2016
 
€
290.0

 
6 mo. EURIBOR
 
0.20%
July 2016 - January 2023
 
€
290.0

 
6 mo. EURIBOR
 
2.84%
March 2021
 
€
175.0

 
6 mo. EURIBOR
 
2.32%
July 2016
 
€
171.3

 
6 mo. EURIBOR
 
0.20%
July 2016 - January 2022
 
€
171.3

 
6 mo. EURIBOR
 
3.44%
Telenet International Finance S.a.r.l ( Telenet International ), a subsidiary of Telenet:
 
 
 
 
 
 
 
June 2023
 
€
500.0

 
3 mo. EURIBOR
 
1.45%

18

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



Subsidiary / Final maturity date
 
Notional amount
 
Interest rate due from
counterparty
 
Interest rate due to
counterparty
 
 
in millions
 
 
 
 
July 2017 - June 2022
 
€
420.0

 
3 mo. EURIBOR
 
2.08%
June 2021
 
€
400.0

 
3 mo. EURIBOR
 
0.41%
July 2017 - June 2023
 
€
382.0

 
3 mo. EURIBOR
 
1.89%
July 2017
 
€
150.0

 
3 mo. EURIBOR
 
3.55%
August 2015 - June 2022
 
€
55.0

 
3 mo. EURIBOR
 
1.81%
Liberty Puerto Rico:
 
 
 
 
 
 
 
October 2016 - January 2022
 
$
506.3

 
3 mo. LIBOR
 
2.49%
October 2016 - January 2019
 
$
168.8

 
3 mo. LIBOR
 
1.96%

Interest Rate Caps

Our purchased and sold interest rate cap contracts with respect to EURIBOR at June 30, 2015 are detailed below:
Subsidiary / Final maturity date
 
Notional  amount
 
EURIBOR cap rate
 
 
in millions
 
 
Interest rate caps purchased (a):
 
 
 
 
Liberty Global Europe Financing BV ( LGE Financing ), the immediate parent of UPC Holding:
 
 
 
January 2020
€
735.0

 
7.00%
Telenet International:
 
 
 
June 2017
€
50.0

 
4.50%
Telenet NV, a subsidiary of Telenet:
 
 
 
December 2017
€
0.5

 
6.50%
December 2017
€
0.5

 
5.50%
 
 
 
 
 
Interest rate cap sold (b):
 
 
 
 
UPC Broadband Holding:
 
 
 
January 2020
€
735.0

 
7.00%
 _______________

(a)
Our purchased interest rate caps entitle us to receive payments from the counterparty when EURIBOR exceeds the EURIBOR cap rate.

(b)
Our sold interest rate cap requires that we make payments to the counterparty when EURIBOR exceeds the EURIBOR cap rate.


19

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



Interest Rate Collars

Our interest rate collar contracts establish floor and cap rates with respect to EURIBOR on the indicated notional amounts at June 30, 2015 , as detailed below:
Subsidiary / Final maturity date
 
Notional
amount
 
EURIBOR floor rate (a)
 
EURIBOR cap rate (b)
 
 
in millions
 
 
 
 
UPC Broadband Holding:
 
 
 
 
 
 
January 2020
€
1,135.0

 
1.00%
 
3.54%
Telenet International:
 
 
 
 
 
 
July 2017
€
650.0

 
2.00%
 
4.00%
 _______________

(a)
We make payments to the counterparty when EURIBOR is less than the EURIBOR floor rate.

(b)
We receive payments from the counterparty when EURIBOR is greater than the EURIBOR cap rate.

Foreign Currency Forwards

The following table summarizes our outstanding foreign currency forward contracts at June 30, 2015 :
Subsidiary
 
Currency
purchased
forward
 
Currency
sold
forward
 
Maturity dates
 
 
in millions
 
 
 
 
 
 
 
 
 
 
 
LGE Financing
$
375.6

 
€
334.8

 
July 2015 - June 2016
UPC Broadband Holding
$
16.6

 
CZK
405.0

 
July 2015 - March 2016
UPC Broadband Holding
€
50.5

 
CHF
58.3

 
July 2015 - March 2016
UPC Broadband Holding
€
14.6

 
CZK
405.0

 
July 2015 - March 2016
UPC Broadband Holding
€
14.4

 
HUF
4,500.0

 
July 2015 - March 2016
UPC Broadband Holding
€
28.3

 
PLN
120.0

 
July 2015 - December 2015
UPC Broadband Holding
€
27.0

 
RON
121.1

 
July 2015 - March 2016
UPC Broadband Holding
£
2.7

 
€
3.6

 
July 2015 - March 2016
UPC Broadband Holding
CHF
35.5

 
€
34.0

 
July 2015
UPC Broadband Holding
CZK
500.0

 
€
18.4

 
July 2015
UPC Broadband Holding
HUF
6,000.0

 
€
19.2

 
July 2015
UPC Broadband Holding
PLN
60.0

 
€
14.4

 
July 2015
UPC Broadband Holding
RON
5.0

 
€
1.1

 
July 2015
Telenet NV
$
54.3

 
€
48.4

 
July 2015 - June 2016
VTR
$
84.1

 
CLP
52,149.9

 
July 2015 - May 2016


20

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



( 5 )     Fair Value Measurements

We use the fair value method to account for (i) certain of our investments and (ii) our derivative instruments. The reported fair values of these investments and derivative instruments as of June 30, 2015 likely will not represent the value that will be paid or received upon the ultimate settlement or disposition of these assets and liabilities. In the case of the investments that we account for using the fair value method, the values we realize upon disposition will be dependent upon, among other factors, market conditions and the forecasted financial performance of the investees at the time of any such disposition. With respect to our derivative instruments, we expect that the values realized generally will be based on market conditions at the time of settlement, which may occur at the maturity of the derivative instrument or at the time of the repayment or refinancing of the underlying debt instrument.

GAAP provides for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. We record transfers of assets or liabilities in or out of Levels 1, 2 or 3 at the beginning of the quarter during which the transfer occurred. During the six months ended June 30, 2015 , no such transfers were made.

All of our Level 2 inputs (interest rate futures, swap rates and certain of the inputs for our weighted average cost of capital calculations) and certain of our Level 3 inputs (forecasted volatilities and credit spreads) are obtained from pricing services. These inputs, or interpolations or extrapolations thereof, are used in our internal models to calculate, among other items, yield curves, forward interest and currency rates and weighted average cost of capital rates. In the normal course of business, we receive market value assessments from the counterparties to our derivative contracts. Although we compare these assessments to our internal valuations and investigate unexpected differences, we do not otherwise rely on counterparty quotes to determine the fair values of our derivative instruments. The midpoints of applicable bid and ask ranges generally are used as inputs for our internal valuations.

For our investments in ITV and Sumitomo , the recurring fair value measurements are based on the quoted closing price of the respective shares at each reporting date. Accordingly, the valuations of these investments fall under Level 1 of the fair value hierarchy. Our other investments that we account for at fair value are privately-held companies, and therefore, quoted market prices are unavailable. The valuation technique we use for such investments is a combination of an income approach (discounted cash flow model based on forecasts) and a market approach (market multiples of similar businesses). With the exception of certain inputs for our weighted average cost of capital calculations that are derived from pricing services, the inputs used to value these investments are based on unobservable inputs derived from our assumptions. Therefore, the valuation of our privately-held investments falls under Level 3 of the fair value hierarchy. Any reasonably foreseeable changes in assumed levels of unobservable inputs for the valuations of our Level 3 investments would not be expected to have a material impact on our financial position or results of operations.

The recurring fair value measurement of our equity-related derivatives are based on binomial option pricing models, which require the input of observable and unobservable variables such as exchange traded equity prices, risk-free interest rates, dividend yields and forecasted volatilities of the underlying equity securities. The valuations of our equity-related derivatives are based on a combination of Level 1 inputs (exchange traded equity prices), Level 2 inputs (interest rate futures and swap rates) and Level 3 inputs (forecasted volatilities). As changes in volatilities could have a significant impact on the overall valuations, we have determined that these valuations fall under Level 3 of the fair value hierarchy. For the June 30, 2015 valuation of the ITV Collar , we used estimated volatilities ranging from 25.7% to 29.9% . At June 30, 2015 , the valuations of the Sumitomo Collar and the Virgin Media Capped Calls were not significantly impacted by forecasted volatilities.

As further described in note 4 , we have entered into various derivative instruments to manage our interest rate and foreign currency exchange risk. The recurring fair value measurements of these derivative instruments are determined using discounted cash flow models. Most of the inputs to these discounted cash flow models consist of, or are derived from, observable Level 2 data for substantially the full term of these derivative instruments. This observable data includes most interest rate futures and swap rates, which are retrieved or derived from available market data. Although we may extrapolate or interpolate this data, we do not otherwise alter this data in performing our valuations. We incorporate a credit risk valuation adjustment in our fair value measurements to estimate the impact of both our own nonperformance risk and the nonperformance risk of our counterparties. Our and our counterparties’ credit spreads represent our most significant Level 3 inputs, and these inputs are used to derive the credit risk valuation adjustments with respect to our various interest rate and foreign currency derivative valuations. As we would

21

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



not expect changes in our or our counterparties’ credit spreads to have a significant impact on the valuations of these derivative instruments, we have determined that these valuations fall under Level 2 of the fair value hierarchy. Our credit risk valuation adjustments with respect to our cross-currency and interest rate swaps are quantified and further explained in note 4 .

Fair value measurements are also used in connection with nonrecurring valuations performed in connection with impairment assessments and acquisition accounting. These nonrecurring valuations include the valuation of reporting units, customer relationship intangible assets, property and equipment and the implied value of goodwill. The valuation of private reporting units is based at least in part on discounted cash flow analyses. With the exception of certain inputs for our weighted average cost of capital and discount rate calculations that are derived from pricing services, the inputs used in our discounted cash flow analyses, such as forecasts of future cash flows, are based on our assumptions. The valuation of customer relationships is primarily based on an excess earnings methodology, which is a form of a discounted cash flow analysis. The excess earnings methodology requires us to estimate the specific cash flows expected from the customer relationship, considering such factors as estimated customer life, the revenue expected to be generated over the life of the customer, contributory asset charges, and other factors. Tangible assets are typically valued using a replacement or reproduction cost approach, considering factors such as current prices of the same or similar equipment, the age of the equipment and economic obsolescence. The implied value of goodwill is determined by allocating the fair value of a reporting unit to all of the assets and liabilities of that unit as if the reporting unit had been acquired in a business combination, with the residual amount allocated to goodwill. All of our nonrecurring valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy. During the six months ended June 30, 2015 , we performed nonrecurring valuations for the purpose of determining the acquisition accounting for the Choice Acquisition . The discount rates used to value the customer relationships and franchise marketing rights acquired as a result of this acquisition were approximately 11.75% and 12.25% , respectively. For additional information, see note 3 . We did not perform any significant nonrecurring fair value measurements during the six months ended June 30, 2014 .

A summary of our assets and liabilities that are measured at fair value on a recurring basis is as follows:
 
 
 
Fair value measurements at  June 30, 2015 using:
Description
June 30,
2015
 
Quoted prices
in active
markets for
identical assets
(Level 1)
 
Significant
other
observable
inputs
(Level 2)
 
Significant
unobservable
inputs
(Level 3)
 
in millions
Assets:
 
 
 
 
 
 
 
Derivative instruments:
 
 
 
 
 
 
 
Cross-currency and interest rate derivative contracts
$
1,616.7

 
$
—

 
$
1,616.7

 
$
—

Equity-related derivative instruments
334.7

 
—

 
—

 
334.7

Foreign currency forward contracts
4.9

 
—

 
4.9

 
—

Other
2.5

 
—

 
2.5

 
—

Total derivative instruments
1,958.8

 
—

 
1,624.1

 
334.7

Investments
1,928.8

 
1,608.7

 
—

 
320.1

Total assets
$
3,887.6

 
$
1,608.7

 
$
1,624.1

 
$
654.8

 
 
 
 
 
 
 
 
Liabilities - derivative instruments:
 
 
 
 
 
 
 
Cross-currency and interest rate derivative contracts
$
1,981.9

 
$
—

 
$
1,981.9

 
$
—

Equity-related derivative instruments
265.3

 
—

 
—

 
265.3

Foreign currency forward contracts
9.3

 
—

 
9.3

 
—

Other
0.2

 
—

 
0.2

 
—

Total liabilities
$
2,256.7

 
$
—

 
$
1,991.4

 
$
265.3


22

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



 
 
 
Fair value measurements at 
December 31, 2014 using:
Description
December 31, 2014
 
Quoted prices
in active
markets for
identical assets
(Level 1)
 
Significant
other
observable
inputs
(Level 2)
 
Significant
unobservable
inputs
(Level 3)
 
in millions
Assets:
 
 
 
 
 
 
 
Derivative instruments:
 
 
 
 
 
 
 
Cross-currency and interest rate derivative contracts
$
1,357.3

 
$
—

 
$
1,357.3

 
$
—

Equity-related derivative instruments
400.2

 
—

 
—

 
400.2

Foreign currency forward contracts
2.5

 
—

 
2.5

 
—

Other
1.4

 
—

 
1.4

 
—

Total derivative instruments
1,761.4

 
—

 
1,361.2

 
400.2

Investments
1,662.7

 
1,344.3

 
—

 
318.4

Total assets
$
3,424.1

 
$
1,344.3

 
$
1,361.2

 
$
718.6

Liabilities - derivative instruments:
 
 
 
 
 
 
 
Cross-currency and interest rate derivative contracts
$
2,471.3

 
$
—

 
$
2,471.3

 
$
—

Equity-related derivative instruments
88.4

 
—

 
—

 
88.4

Foreign currency forward contracts
0.8

 
—

 
0.8

 
—

Other
0.3

 
—

 
0.3

 
—

Total liabilities
$
2,560.8

 
$
—

 
$
2,472.4

 
$
88.4


A reconciliation of the beginning and ending balances of our assets and liabilities measured at fair value on a recurring basis using significant unobservable, or Level 3, inputs is as follows:
 
Investments
 
Equity-related
derivative
instruments
 
Total
 
in millions
 
 
 
 
 
 
Balance of net assets at January 1, 2015
$
318.4

 
$
311.8

 
$
630.2

Losses included in net loss (a):
 
 
 
 


Realized and unrealized   losses on derivative instruments, net
—

 
(229.7
)
 
(229.7
)
Realized and unrealized   losses due to changes in fair values of certain investments, net
(1.5
)
 
—

 
(1.5
)
Foreign currency translation adjustments and other, net
3.2

 
(12.7
)
 
(9.5
)
Balance of net assets at June 30, 2015
$
320.1

 
$
69.4

 
$
389.5

 
_______________

(a)
Most of these net losses relate to assets and liabilities that we continue to carry on our condensed consolidated balance sheet as of June 30, 2015 .


23

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



( 6 )     Long-lived Assets

Property and Equipment, Net
        
The details of our property and equipment and the related accumulated depreciation are set forth below:
 
June 30,
2015
 
December 31,
2014
 
in millions
Distribution systems:
 
 
 
Liberty Global Group
$
24,784.6

 
$
24,985.6

LiLAC Group
1,094.5

 
1,026.9

Total
25,879.1

 
26,012.5

Customer premises equipment:
 
 
 
Liberty Global Group
5,643.6

 
5,437.3

LiLAC Group
809.2

 
776.6

Total
6,452.8

 
6,213.9

Support equipment, buildings and land:
 
 
 
Liberty Global Group
4,197.8

 
3,953.3

LiLAC Group
349.1

 
345.1

Total
4,546.9

 
4,298.4

Total property and equipment, gross:
 
 
 
Liberty Global Group
34,626.0

 
34,376.2

LiLAC Group
2,252.8

 
2,148.6

Total
36,878.8

 
36,524.8

Accumulated depreciation:
 
 
 
Liberty Global Group
(12,761.3
)
 
(11,360.2
)
LiLAC Group
(1,356.4
)
 
(1,324.0
)
Total
(14,117.7
)
 
(12,684.2
)
Total property and equipment, net:
 
 
 
Liberty Global Group
21,864.7

 
23,016.0

LiLAC Group
896.4

 
824.6

Total
$
22,761.1

 
$
23,840.6


During the six months ended June 30, 2015 and 2014 , we recorded non-cash increases related to vendor financing arrangements of $675.9 million and $401.8 million , respectively, which exclude related value-added taxes ( VAT ) of $89.2 million and $41.6 million , respectively, that were also financed by our vendors under these arrangements. In addition, during the six months ended June 30, 2015 and 2014 , we recorded non-cash increases to our property and equipment related to assets acquired under capital leases of $74.5 million and $89.8 million , respectively.


24

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



Goodwill

Changes in the carrying amount of our goodwill during the six months ended June 30, 2015 are set forth below:
 
January 1, 2015
 
Acquisitions
and related
adjustments
 
Foreign
currency
translation
adjustments
 
June 30,
2015
 
in millions
Liberty Global Group:
 
 
 
 
 
 
 
European Operations Division:
 
 
 
 
 
 
 
U.K./Ireland
$
9,245.1

 
$
0.4

 
$
66.2

 
$
9,311.7

The Netherlands
8,605.0

 
138.0

 
(687.9
)
 
8,055.1

Germany
3,456.9

 
—

 
(270.6
)
 
3,186.3

Belgium
1,978.9

 
—

 
(154.9
)
 
1,824.0

Switzerland/Austria
3,591.9

 
—

 
122.1

 
3,714.0

Total Western Europe
26,877.8

 
138.4

 
(925.1
)
 
26,091.1

Central and Eastern Europe
1,302.1

 
0.5

 
(85.7
)
 
1,216.9

Total European Operations Division
28,179.9

 
138.9

 
(1,010.8
)
 
27,308.0

Corporate and other
34.4

 
—

 
0.1

 
34.5

Total Liberty Global Group
28,214.3


138.9


(1,010.7
)

27,342.5

LiLAC Group:
 
 
 
 
 
 
 
LiLAC Division:
 
 
 
 
 
 
 
Chile
440.3

 
—

 
(22.3
)
 
418.0

Puerto Rico
226.1

 
51.5

 
—

 
277.6

Total LiLAC Division
666.4


51.5


(22.3
)

695.6

Corporate and other
120.9

 
—

 
—

 
120.9

Total LiLAC Group
787.3


51.5


(22.3
)

816.5

Total
$
29,001.6


$
190.4


$
(1,033.0
)

$
28,159.0



25

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



Intangible Assets Subject to Amortization, Net

The details of our intangible assets subject to amortization are set forth below: 
 
June 30, 2015
 
December 31, 2014
 
Gross carrying amount
 
Accumulated amortization
 
Net carrying amount
 
Gross carrying amount
 
Accumulated amortization
 
Net carrying amount
 
in millions
 
 
 
 
 
 
 
 
 
 
 
 
Customer relationships:
 
 
 
 
 
 
 
 
 
 
 
Liberty Global Group
$
11,375.4

 
$
(3,586.5
)
 
$
7,788.9

 
$
12,052.5

 
$
(3,037.0
)
 
$
9,015.5

LiLAC Group
148.8

 
(24.3
)
 
124.5

 
90.0

 
(19.3
)
 
70.7

Total
11,524.2

 
(3,610.8
)
 
7,913.4

 
12,142.5

 
(3,056.3
)
 
9,086.2

Other:
 
 
 
 
 
 
 
 
 
 
 
Liberty Global Group
206.5

 
(120.5
)
 
86.0

 
234.8

 
(131.2
)
 
103.6

LiLAC Group
0.2

 
(0.1
)
 
0.1

 
0.6

 
(0.6
)
 
—

Total
206.7

 
(120.6
)
 
86.1

 
235.4

 
(131.8
)
 
103.6

Total intangible assets subject to amortization, net:
 
 
 
 
 
 
 
 
 
 
 
Liberty Global Group
11,581.9

 
(3,707.0
)
 
7,874.9

 
12,287.3

 
(3,168.2
)
 
9,119.1

LiLAC Group
149.0

 
(24.4
)
 
124.6

 
90.6

 
(19.9
)
 
70.7

Total
$
11,730.9

 
$
(3,731.4
)
 
$
7,999.5

 
$
12,377.9

 
$
(3,188.1
)
 
$
9,189.8




26

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



( 7 )     Debt and Capital Lease Obligations

Debt

The U.S. dollar equivalents of the components of our consolidated third-party debt are as follows:
 
June 30, 2015
 
 
 
Carrying value (d)
Weighted
average
interest
rate (a)
 
Unused borrowing capacity (b)
 
Estimated fair value (c)
Borrowing currency
 
U.S. $
equivalent
 
June 30, 2015
 
December 31, 2014
 
June 30, 2015
 
December 31, 2014
 
 
 
in millions
Liberty Global Group:
 
 
 
VM Notes
5.62
%
 
—

 
$
—

 
$
11,156.3

 
$
8,461.0

 
$
10,978.4

 
$
8,060.7

VM Credit Facility
3.82
%
 
£
675.0

 
1,061.3

 
3,331.9

 
4,734.9

 
3,330.7

 
4,804.0

VM Convertible Notes (e)
6.50
%
 
—

 
—

 
185.1

 
178.7

 
56.5

 
56.8

Ziggo Credit Facilities
3.60
%
 
€
450.0

 
501.9

 
5,534.5

 
4,663.0

 
5,518.7

 
4,710.8

Ziggo SPE Notes
4.46
%
 
—

 
—

 
1,710.3

 
—

 
1,738.3

 
—

Ziggo Notes
6.82
%
 
—

 
—

 
1,006.2

 
1,082.3

 
989.0

 
1,077.0

Unitymedia Notes
5.03
%
 
—

 
—

 
7,698.7

 
7,869.3

 
7,441.0

 
7,400.9

Unitymedia Revolving Credit Facilities
—

 
€
500.0

 
557.7

 
—

 
319.4

 
—

 
338.8

UPCB SPE Notes
5.81
%
 
—

 
—

 
3,171.1

 
4,279.0

 
3,157.5

 
4,009.4

UPC Broadband Holding Bank Facility
3.25
%
 
€
1,046.2

 
1,166.9

 
1,292.1

 
3,156.4

 
1,302.2

 
3,179.2

UPC Holding Senior Notes
6.59
%
 
—

 
—

 
1,674.0

 
2,603.6

 
1,540.6

 
2,391.6

Telenet SPE Notes
5.91
%
 
—

 
—

 
2,233.7

 
2,450.4

 
2,119.1

 
2,299.0

Telenet Credit Facility
3.41
%
 
€
322.9

 
360.1

 
1,510.1

 
1,633.4

 
1,510.5

 
1,638.6

Sumitomo Collar Loan
1.88
%
 
—

 
—

 
797.7

 
818.0

 
774.3

 
787.7

ITV Collar Loan
1.73
%
 
—

 
—

 
687.0

 
678.2

 
679.0

 
667.0

Vendor financing (f)
3.39
%
 
—

 
—

 
992.9

 
946.4

 
992.9

 
946.4

Other
9.34
%
 
—

 
—

 
163.0

 
171.5

 
163.0

 
171.5

Total Liberty Global Group
4.83
%
 
 
 
3,647.9

 
43,144.6

 
44,045.5

 
42,291.7

 
42,539.4

LiLAC Group:
 
 
 
 
 
 
 
 
 
 
 
 
 
VTR Finance Senior Secured Notes
6.88
%
 
—

 
—

 
1,440.3

 
1,439.4

 
1,400.0

 
1,400.0

VTR Credit Facility
—

 
(g)
 
194.4

 
—

 
—

 
—

 
—

Liberty Puerto Rico Bank Facility (h)
5.11
%
 
$
40.0

 
40.0

 
939.6

 
666.2

 
933.2

 
672.0

Total LiLAC Group
6.17
%
 
 
 
234.4

 
2,379.9

 
2,105.6

 
2,333.2

 
2,072.0

Total third-party debt
4.90
%
 
 
 
$
3,882.3

 
$
45,524.5

 
$
46,151.1

 
$
44,624.9

 
$
44,611.4


27

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



_______________ 

(a)
Represents the weighted average interest rate in effect at June 30, 2015 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing. Including the effects of derivative instruments, original issue premiums or discounts and commitment fees, but excluding the impact of financing costs, our weighted average interest rate on our aggregate variable- and fixed-rate indebtedness was 5.4% (including 5.2% for the Liberty Global Group and 8.7% for the LiLAC Group ) at June 30, 2015 . For information regarding our derivative instruments, see note 4 .

(b)
Unused borrowing capacity represents the maximum availability under the applicable facility at June 30, 2015 without regard to covenant compliance calculations or other conditions precedent to borrowing. At June 30, 2015 , based on the applicable leverage and other financial covenants, the full amount of unused borrowing capacity was available to be borrowed under each of the respective subsidiary facilities, except that the aggregate availability under (i) Unitymedia ’s (a) €420.0 million ( $468.4 million ) senior secured revolving credit facility (the UM Senior Secured Facility ) and (b) €80.0 million ( $89.2 million ) super senior secured revolving credit facility (together with the UM Senior Secured Facility , the Unitymedia Revolving Credit Facilities ) was limited to €481.9 million ( $537.5 million ) and (ii) the UPC Broadband Holding Bank Facility was limited to €381.0 million ( $424.9 million ). When the relevant June 30, 2015 compliance reporting requirements have been completed, and assuming no changes from June 30, 2015 borrowing levels, we anticipate that (1) the full amount of unused borrowing capacity under the Unitymedia Revolving Credit Facilities will be available to be borrowed, (2) the availability under the UPC Broadband Holding Bank Facility will be limited to €531.6 million ( $592.9 million ) and (3) the availability under the Ziggo Credit Facilities will be limited to €409.0 million ( $456.2 million ). In addition to these limitations, the debt instruments of our subsidiaries contain restricted payment tests that limit the amount that can be loaned or distributed to other Liberty Global subsidiaries and ultimately to Liberty Global . At June 30, 2015 , these restrictions did not impact our ability to access the liquidity of our subsidiaries to satisfy our corporate liquidity needs beyond what is described above, except that the availability to be loaned or distributed by Unitymedia , Ziggo and Virgin Media was limited to €64.4 million ( $71.8 million ), €225.4 million ( $251.4 million ) and £670.3 million ( $1,053.9 million ), respectively. When the relevant June 30, 2015 compliance reporting requirements have been completed and assuming no changes from June 30, 2015 borrowing levels, we anticipate that (I) the availability to be loaned or distributed by Unitymedia will be limited to €202.1 million ( $225.4 million ), (II) the availability to be loaned or distributed by Ziggo will be limited to €57.6 million ( $64.2 million ) and (III) the full amount of unused borrowing capacity will be available to be loaned or distributed by Virgin Media . On July 28, 2015, the availability under the Ziggo Credit Facilities was increased by €150.0 million ( $167.3 million ). For information regarding amounts under the Telenet Credit Facility that are not included in our unused borrowing capacity, see “Telenet Credit Facility” below . In addition, Telenet entered into a financing transaction subsequent to June 30, 2015 that could have an impact on its unused borrowing capacity. For additional information, see note 15 .

(c)
The estimated fair values of our debt instruments are determined using the average of applicable bid and ask prices (mostly Level 1 of the fair value hierarchy) or, when quoted market prices are unavailable or not considered indicative of fair value, discounted cash flow models (mostly Level 2 of the fair value hierarchy). The discount rates used in the cash flow models are based on the market interest rates and estimated credit spreads of the applicable entity, to the extent available, and other relevant factors. For additional information regarding fair value hierarchies, see note 5 .

(d)
Amounts include the impact of premiums and discounts, where applicable.

(e)
At June 30, 2015 , the VM Convertible Notes were exchangeable under certain conditions for (subject to further adjustment as provided in the underlying indenture (the VM Convertible Notes Indenture ) and subject to Virgin Media ’s right to settle in cash or a combination of Old Liberty Global Ordinary Shares and cash) 13.4339 Class A Old Liberty Global Ordinary Shares , 33.4963 Class C Old Liberty Global Ordinary Shares and $910.51 in cash (without interest) for each $1,000 in principal amount of VM Convertible Notes exchanged. As a result of the LiLAC Transaction , the VM Convertible Notes Indenture was amended such that the VM Convertible Notes are now exchangeable for 14.0791 Class A Liberty Global Ordinary Shares , 35.1665 Class C Liberty Global Ordinary Shares and $910.51 in cash (without interest) for each $1,000 in principal amount of VM Convertible Notes exchanged.


28

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



(f)
Represents amounts owed pursuant to interest-bearing vendor financing arrangements that are used to finance certain of our property and equipment additions. These obligations are generally due within one year . At June 30, 2015 and December 31, 2014 , the amounts owed pursuant to these arrangements include $110.6 million and $101.7 million , respectively, of VAT that was paid on our behalf by the vendor. Repayments of vendor financing obligations are included in repayments and repurchases of debt and capital lease obligations in our condensed consolidated statements of cash flows.

(g)
Unused borrowing capacity relates to the senior secured revolving credit facility of entities within VTR , which includes a $160.0 million U.S. dollar facility (the VTR Dollar Credit Facility ) and a CLP 22.0 billion ( $34.4 million ) Chilean peso facility (the VTR CLP Credit Facility ), each of which were undrawn at June 30, 2015 . The VTR Dollar Credit Facility and the VTR CLP Credit Facility have fees on unused commitments of 1.1% and 1.34% per year, respectively.

(h)
In June 2015, we increased the principal amount outstanding under the Liberty Puerto Rico Bank Facility by $267.5 million ( $261.1 million carrying value after deducting the applicable discount). Substantially all of the net proceeds from this borrowing were used to fund a portion of the purchase price for the Choice Acquisition . For additional information regarding the Choice Acquisition , see note 3 .

Capital Lease Obligations

The U.S. dollar equivalents of our consolidated capital lease obligations are as follows:
 
 
June 30, 2015
 
December 31, 2014
 
 
in millions
Liberty Global Group:
 
 
 
 
Unitymedia
 
$
734.4

 
$
810.1

Telenet
 
383.8

 
413.4

Virgin Media
 
215.6

 
255.3

Other subsidiaries
 
94.1

 
67.3

Total Liberty Global Group capital lease obligations
 
1,427.9

 
1,546.1

LiLAC Group:
 
 
 
 
Liberty Puerto Rico
 
0.8

 
1.0

VTR
 
0.4

 
0.5

Total LiLAC Group capital lease obligations
 
1.2

 
1.5

Total capital lease obligations
 
$
1,429.1

 
$
1,547.6



29

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



VM Notes

The details of the outstanding senior notes of Virgin Media as of June 30, 2015 are summarized in the following table:
 
 
 
 
 
 
Outstanding principal
amount
 
 
 
 
VM Notes
 
Maturity
 
Interest
rate
 
Borrowing
currency
 
U.S. $
equivalent
 
Estimated
fair value
 
Carrying
value (a)
 
 
 
 
 
 
in millions
 
 
 
 
 
 
 
 
 
 
 
 
 
2022 VM Senior Notes:
 
 
 
 
 
 
 
 
 
 
 
2022 VM 4.875% Dollar Senior Notes
February 15, 2022
 
4.875%
 
$
118.7

 
$
118.7

 
$
112.1

 
$
119.5

2022 VM 5.25% Dollar Senior Notes
February 15, 2022
 
5.250%
 
$
95.0

 
95.0

 
90.2

 
95.7

2022 VM Sterling Senior Notes
February 15, 2022
 
5.125%
 
£
44.1

 
69.3

 
69.5

 
70.0

2023 VM Senior Notes:
 
 
 
 
 
 
 
 
 
 
 
2023 VM Dollar Senior Notes
April 15, 2023
 
6.375%
 
$
530.0

 
530.0

 
549.2

 
530.0

2023 VM Sterling Senior Notes
April 15, 2023
 
7.000%
 
£
250.0

 
393.1

 
420.4

 
393.1

2024 VM Senior Notes:
 
 
 
 
 
 
 
 
 
 
 
2024 VM Dollar Senior Notes
October 15, 2024
 
6.000%
 
$
500.0

 
500.0

 
508.4

 
500.0

2024 VM Sterling Senior Notes
October 15, 2024
 
6.375%
 
£
300.0

 
471.7

 
492.7

 
471.7

2025 VM Senior Notes:
 
 
 
 
 
 
 
 
 
 
 
2025 VM Euro Senior Notes
January 15, 2025
 
4.500%
 
€
460.0

 
513.1

 
511.4

 
513.1

2025 VM Dollar Senior Notes
January 15, 2025
 
5.750%
 
$
400.0

 
400.0

 
404.3

 
400.0

January 2021 VM Senior Secured Notes:
 
 
 
 
 
 
 
 
 
 
 
January 2021 VM Sterling Senior Secured Notes
January 15, 2021
 
5.500%
 
£
628.4

 
988.1

 
1,052.4

 
1,000.3

January 2021 VM Dollar Senior Secured Notes
January 15, 2021
 
5.250%
 
$
447.9

 
447.9

 
471.9

 
459.1

April 2021 VM Senior Secured Notes:
 
 
 
 
 
 
 
 
 
 
 
April 2021 VM Sterling Senior Secured Notes
April 15, 2021
 
6.000%
 
£
990.0

 
1,556.7

 
1,626.8

 
1,556.7

April 2021 VM Dollar Senior Secured Notes
April 15, 2021
 
5.375%
 
$
900.0

 
900.0

 
921.4

 
900.0

2025 VM Senior Secured Notes:
 
 
 
 
 
 
 
 
 
 
 
2025 VM 5.5% Sterling Senior Secured Notes
January 15, 2025
 
5.500%
 
£
387.0

 
608.5

 
613.5

 
608.5

2025 VM Dollar Senior Secured Notes
January 15, 2025
 
5.500%
 
$
425.0

 
425.0

 
427.1

 
425.0

2025 VM 5.125% Sterling Senior Secured Notes
January 15, 2025
 
5.125%
 
£
300.0

 
471.7

 
466.7

 
471.7

2026 VM Senior Secured Notes
January 15, 2026
 
5.250%
 
$
1,000.0

 
1,000.0

 
968.1

 
1,004.9

2027 VM Senior Secured Notes
January 15, 2027
 
4.875%
 
£
525.0

 
825.5

 
797.2

 
825.5

2029 VM Senior Secured Notes
March 28, 2029
 
6.250%
 
£
400.0

 
628.9

 
653.0

 
633.6

Total
 
$
10,943.2

 
$
11,156.3

 
$
10,978.4

_______________

(a)
Amounts include the impact of premiums, where applicable, including amounts recorded in connection with the acquisition accounting for Virgin Media .

Refinancing Transactions. On March 30, 2015, Virgin Media Secured Finance PLC ( Virgin Media Secured Finance ), a wholly-owned subsidiary of Virgin Media , issued (i) $500.0 million principal amount of 5.25% senior secured notes due January 15, 2026 (the Original 2026 VM Senior Secured Notes ) and (ii) £525.0 million ( $825.5 million ) principal amount of 4.875% senior secured

30

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



notes due January 15, 2027 (the 2027 VM Senior Secured Notes ). The net proceeds from the Original 2026 VM Senior Secured Notes and the 2027 VM Senior Secured Notes were used to (a) redeem 10% of the principal amount of each of the following series of notes issued by Virgin Media Secured Finance : (1) the April 2021 VM Sterling Senior Secured Notes , (2) the April 2021 VM Dollar Senior Secured Notes and, together with the April 2021 VM Sterling Senior Secured Notes , the April 2021 VM Senior Secured Notes ) and (3) the 2025 VM 5.5% Sterling Senior Secured Notes , each at a redemption price equal to 103% of the applicable redeemed principal amount in accordance with the indentures governing each of the notes, and (b) prepay in full the existing £375.0 million ( $589.6 million ) outstanding principal amount of term loan A ( VM Facility A ) and $400.0 million of the existing $2,755.0 million outstanding principal amount of term loan B ( VM Facility B ), each under the VM Credit Facility (as described below). In connection with these transactions, we recognized a loss on debt modification and extinguishment, net, of $30.1 million . This loss includes (I) the write-off of $17.9 million of deferred financing costs, (II) the payment of $10.7 million of redemption premium and (III) the write-off of $1.5 million of unamortized discount.

On April 30, 2015, Virgin Media Secured Finance issued $500.0 million principal amount of 5.25% senior secured notes due January 15, 2026 (the Additional 2026 VM Senior Secured Notes and, together with the Original 2026 VM Senior Secured Notes , the 2026 VM Senior Secured Notes ). The Additional 2026 VM Senior Secured Notes were issued at 101% of par. The net proceeds from the Additional 2026 VM Senior Secured Notes were used to prepay $500.0 million of the outstanding principal amount of VM Facility B under the VM Credit Facility . In connection with this transaction, we recognized a loss on debt modification and extinguishment, net, of $9.4 million . This loss includes the write-off of (i) $7.5 million of deferred financing costs and (ii) $1.9 million of unamortized discount.

The 2026 VM Senior Secured Notes and the 2027 VM Senior Secured Notes are senior obligations of Virgin Media Secured Finance that rank equally with all of the existing and future senior debt of Virgin Media Secured Finance and are senior to all existing and future subordinated debt of Virgin Media Secured Finance . The 2026 VM Senior Secured Notes and the 2027 VM Senior Secured Notes are guaranteed on a senior basis by Virgin Media and certain subsidiaries of Virgin Media (the VM Senior Secured Guarantors ) and are secured by liens on substantially all of the assets of Virgin Media Secured Finance and the VM Senior Secured Guarantors (except for Virgin Media ).

The 2026 VM Senior Secured Notes and the 2027 VM Senior Secured Notes contain certain customary incurrence-based covenants. For example, the ability to raise certain additional debt and make certain distributions or loans to other subsidiaries of Liberty Global is subject to a consolidated net leverage ratio test, as specified in the indenture. In addition, the 2026 VM Senior Secured Notes and the 2027 VM Senior Secured Notes provide that any failure to pay principal prior to expiration of any applicable grace period, or any acceleration with respect to other indebtedness of £75.0 million ( $117.9 million ) or more in the aggregate of VMIH or the restricted subsidiaries (as specified in the indenture) is an event of default under the 2026 VM Senior Secured Notes and the 2027 VM Senior Secured Notes .

Subject to the circumstances described below, the 2026 VM Senior Secured Notes are non-callable until January 15, 2020 and the 2027 VM Senior Secured Notes are non-callable until January 15, 2021 (the Call Date s ). At any time prior to the applicable Call Date , Virgin Media Secured Finance may redeem some or all of the 2026 VM Senior Secured Notes or the 2027 VM Senior Secured Notes (as applicable) by paying a “make-whole” premium, which is the present value of all remaining scheduled interest payments to the applicable Call Date using the discount rate (as specified in the indenture) as of the redemption date plus 50 basis points .


31

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



Virgin Media Secured Finance may redeem some or all of the 2026 VM Senior Secured Notes or the 2027 VM Senior Secured Notes at the following redemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the indenture), if any, to the applicable redemption date, if redeemed during the 12 -month period commencing on January 15 of the years set forth below:
 
 
Redemption price
Year
 
2026 VM Senior Secured Notes
 
2027 VM Senior Secured Notes
 
 
 
 
 
2020
102.625%
 
N.A.
2021
101.313%
 
102.438%
2022
100.656%
 
101.219%
2023
100.000%
 
100.609%
2024 and thereafter
100.000%
 
100.000%

Prior to the applicable Call Date , during each 12 -month period commencing on the date on which the 2026 VM Senior Secured Notes and the 2027 VM Senior Secured Notes were issued, respectively, Virgin Media Secured Finance may redeem up to 10% of the principal amount of the 2026 VM Senior Secured Notes and the 2027 VM Senior Secured Notes , respectively, at a redemption price equal to 103% of the principal amount thereof plus accrued and unpaid interest up to (but excluding) the redemption date.

If VMIH or the restricted subsidiaries (as specified in the indenture) sell certain assets or if Virgin Media Communications Limited or certain of its subsidiaries experience specific changes in control, Virgin Media Secured Finance must offer to repurchase the relevant notes at a redemption price of 101% .

VM Credit Facility

The VM Credit Facility , as amended, is the senior secured credit facility of VMIH , together with certain other subsidiaries of Virgin Media . The details of our borrowings under the VM Credit Facility as of June 30, 2015 are summarized in the following table:
Facility
 
Maturity
 
Interest rate
 
Facility amount
(in borrowing
currency)
 
Unused
borrowing
capacity
 
Carrying
value (a)
 
 
 
 
 
 
in millions
 
 
 
 
 
 
 
 
 
 
 
D
June 30, 2022
 
LIBOR + 3.25% (b)
 
£
100.0

 
$
—

 
$
156.9

E
June 30, 2023
 
LIBOR + 3.50% (b)
 
£
849.4

 
—

 
1,332.6

F
June 20, 2023
 
LIBOR + 2.75% (b)
 
$
1,855.0

 
—

 
1,841.2

Revolving Facility (c)
December 31, 2021
 
LIBOR + 2.75%
 
£
675.0

 
1,061.3

 
—

Total
 
$
1,061.3

 
$
3,330.7

 _______________

(a)
The carrying values of VM Facilities D, E and F include the impact of discounts.

(b)
VM Facilities D, E and F each have a LIBOR floor of 0.75% .

(c)
The Revolving Facility has a fee on unused commitments of 1.1% per year.

Refinancing Transactions. In June 2015, (i) $1,855.0 million of commitments under the existing VM Facility B under the VM Credit Facility were effectively rolled into a new dollar denominated term loan ( VM Facility F ) under the VM Credit Facility , which matures in June 2023 and (ii) we amended the terms of our Revolving Facility (the Revolving Facility Amendment ) to extend the maturity to December 31, 2021, reduce the margin from 3.25% to 2.75% and increase the commitments by £15.0 million

32

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



( $23.6 million ). In connection with these transactions, we recognized a loss on debt modification and extinguishment, net, of $4.8 million . This loss includes (a) the write-off of $3.2 million of deferred financing costs, (b) the write-off of $0.8 million of unamortized discount and (c) the payment of $0.8 million of third-party costs.

VM Facility F and the Revolving Facility Amendment contain certain amendments to the VM Credit Facility , including the deletion of the senior net debt to annualized EBITDA (as specified in the VM Credit Facility ) maintenance covenant and amending the total net debt to annualized EBITDA (as specified in the VM Credit Facility ) maintenance covenant to limit its application so that it applies only for the benefit of the revolving credit facility lenders when greater than one-third of the revolving credit facilities are drawn on the last day of the relevant ratio period. On July 30, 2015, the VM Credit Facility was amended and restated to reflect these and certain other amendments approved by the majority lenders under the VM Credit Facility .

Ziggo Credit Facilities

The details of our borrowings under Ziggo Group Holding ’s credit facilities (the Ziggo Credit Facilities ) as of June 30, 2015 are summarized in the following table:
Facility
 
Maturity
 
Interest rate
 
Facility amount
(in borrowing
currency)
 
Unused
borrowing
capacity (a)
 
Carrying
value (b)
 
 
 
 
 
 
in millions
 
 
 
 
 
 
 
 
 
 
 
Ziggo Dollar Facility
January 15, 2022
 
LIBOR + 2.75% (c)
 
$
2,350.0

 
$
—

 
$
2,317.5

Ziggo Euro Facility
January 15, 2022
 
EURIBOR + 3.00% (d)
 
€
2,000.0

 
—

 
2,209.5

Senior Secured Proceeds Loan (e)
January 15, 2025
 
3.750%
 
€
800.0

 
—

 
892.2

Euro Senior Proceeds Loan (e)
January 15, 2025
 
4.625%
 
€
400.0

 
—

 
446.1

Dollar Senior Proceeds Loan (e)
January 15, 2025
 
5.875%
 
$
400.0

 
—

 
400.0

New Ziggo Credit Facility
March 31, 2021
 
EURIBOR + 3.75%
 
€
689.2

 
—

 
768.6

Ziggo Revolving Facilities
June 30, 2020
 
(f)
 
€
650.0

 
501.9

 
223.1

Elimination of the Proceeds Loans in consolidation (e)
 
—

 
(1,738.3
)
Total
 
$
501.9

 
$
5,518.7

_______________ 

(a)
When the relevant June 30, 2015 compliance reporting requirements have been completed and assuming no changes from the June 30, 2015 borrowing levels, we anticipate that our availability under the Ziggo Credit Facilities will be limited to €409.0 million ( $456.2 million ).

(b)
The carrying values of the Ziggo Euro Facility and the Ziggo Dollar Facility include the impact of discounts.

(c)
The Ziggo Dollar Facility has a LIBOR floor of 0.75% .

(d)
The Ziggo Euro Facility has a EURIBOR floor of 0.75% .

(e)
Amounts relate to certain senior and senior secured notes (the Ziggo SPE Notes ) issued by special purpose financing entities (the Ziggo SPE s ) that are consolidated by Ziggo Group Holding and Liberty Global . The proceeds from the Ziggo SPE Notes were used to fund the Senior Secured Proceeds Loan , the Euro Senior Proceeds Loan and the Dollar Senior Proceeds Loan (together the Proceeds Loans ), with certain subsidiaries of Ziggo Group Holding as the borrowers. Accordingly, the amounts outstanding under the Proceeds Loans are eliminated in our condensed consolidated financial statements.

(f)
The Ziggo Revolving Facilities include (i) a €600.0 million ( $669.2 million ) facility that bears interest at EURIBOR plus a margin of 2.75% and has a fee on unused commitments of 1.1% per year and (ii) a €50.0 million ( $55.8 million ) facility that bears interest at EURIBOR plus a margin of 2.0% and has a fee on unused commitments of 0.8% per year. On July 28, 2015, the commitments under the €600.0 million ( $669.2 million ) facility were increased by €150.0 million ( $167.3 million ).

33

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



Unitymedia Notes

The details of the outstanding notes of Unitymedia as of June 30, 2015 are summarized in the following table:
 
 
 
 
 
 
Outstanding principal
amount
 
 
 
 
Unitymedia Notes
 
Maturity
 
Interest
rate
 
Borrowing
currency
 
U.S. $
equivalent
 
Estimated
fair value
 
Carrying
value
 
 
 
 
 
 
in millions
 
 
 
 
 
 
 
 
 
 
 
 
 
September 2012 UM Senior Secured Notes
September 15, 2022
 
5.500
%
 
€
585.0

 
$
652.4

 
$
696.9

 
$
652.4

December 2012 UM Dollar Senior Secured Notes
January 15, 2023
 
5.500
%
 
$
1,000.0

 
1,000.0

 
1,019.4

 
1,000.0

December 2012 UM Euro Senior Secured Notes
January 15, 2023
 
5.750
%
 
€
450.0

 
501.9

 
542.0

 
501.9

January 2013 UM Senior Secured Notes
January 21, 2023
 
5.125
%
 
€
450.0

 
501.9

 
531.7

 
501.9

April 2013 UM Senior Secured Notes
April 15, 2023
 
5.625
%
 
€
315.0

 
351.3

 
379.6

 
351.3

November 2013 UM Senior Secured Notes
January 15, 2029
 
6.250
%
 
€
475.0

 
529.8

 
597.6

 
529.8

October 2014 UM Senior Notes
January 15, 2025
 
6.125
%
 
$
900.0

 
900.0

 
940.5

 
900.0

December 2014 UM Euro Senior Secured Notes
January 15, 2025
 
4.000
%
 
€
1,000.0

 
1,115.3

 
1,141.1

 
1,115.3

December 2014 UM Dollar Senior Secured Notes
January 15, 2025
 
5.000
%
 
$
550.0

 
550.0

 
546.6

 
550.0

March 2015 UM Senior Notes
January 15, 2027
 
3.750
%
 
€
700.0

 
780.7

 
756.8

 
780.7

March 2015 UM Senior Secured Notes
January 15, 2027
 
3.500
%
 
€
500.0

 
557.7

 
546.5

 
557.7

Total
 
$
7,441.0

 
$
7,698.7

 
$
7,441.0



On March 11, 2015, Unitymedia Hessen and Unitymedia NRW GmbH (each, a subsidiary of Unitymedia and, together, the UM Senior Secured Note Issuer s ) issued €500.0 million ( $557.7 million ) principal amount of 3.5% senior secured notes due January 15, 2027 (the March 2015 UM Senior Secured Notes ). The net proceeds from the March 2015 UM Senior Secured Notes were used to (i) redeem 10% of the principal amount of each of the following series of notes issued by the UM Senior Secured Note Issuer s: (a) the September 2012 UM Senior Secured Notes , (b) the December 2012 UM Euro Senior Secured Notes , (c) the January 2013 UM Senior Secured Notes and (d) the April 2013 UM Senior Secured Notes , each at a redemption price equal to 103% of the applicable redeemed principal amount in accordance with the indentures governing each of the notes and (ii) prepay the outstanding balance under the UM Senior Secured Facility . In connection with these transactions, we recognized a loss on debt modification and extinguishment, net, of $8.1 million . This loss includes (1) the payment of $6.4 million of redemption premium and (2) the write-off of $1.7 million of deferred financing costs.

On March 16, 2015, Unitymedia issued €700.0 million ( $780.7 million ) principal amount of 3.75% senior notes due January 15, 2027 (the March 2015 UM Senior Notes ). The net proceeds from the March 2015 UM Senior Notes were used to fully redeem the €618.0 million ( $689.3 million ) principal amount of 9.5% senior notes issued by Unitymedia (the UM Senior Exchange Notes ). In connection with this transaction, we recognized a loss on debt modification and extinguishment, net, of $91.2 million . This loss includes (i) the payment of $89.8 million of redemption premium and (ii) the write-off of $1.4 million of unamortized discount.

The March 2015 UM Senior Secured Notes are (i) senior obligations of the UM Senior Secured Note Issuer s that rank equally with all of the existing and future senior debt of each UM Senior Secured Note Issuer and are senior to all existing and future subordinated debt of each of the UM Senior Secured Note Issuer s, (ii) are guaranteed on a senior basis by Unitymedia and certain of its subsidiaries and (iii) are secured by a first-ranking pledge over the shares of the UM Senior Secured Note Issuer s and certain other share and/or asset security of Unitymedia and certain of its subsidiaries.


34

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



The March 2015 UM Senior Notes are senior obligations of Unitymedia that rank equally with all of the existing and future senior debt of Unitymedia and are senior to all existing and future subordinated debt of Unitymedia . The March 2015 UM Senior Notes are guaranteed on a senior subordinated basis by various subsidiaries of Unitymedia and are secured by a first-ranking pledge over the shares of Unitymedia and junior-priority share pledges and other asset security of certain subsidiaries of Unitymedia .

We refer to the March 2015 UM Senior Secured Notes and the March 2015 UM Senior Notes as the “ 2015 UM Notes .”

The 2015 UM Notes contain certain customary incurrence-based covenants. For example, the ability to raise certain additional debt and make certain distributions or loans to other subsidiaries of Liberty Global is subject to a consolidated net leverage ratio test, as specified in the applicable indenture. The 2015 UM Notes provide that any failure to pay principal prior to expiration of any applicable grace period, or any acceleration with respect to other indebtedness of €75.0 million ( $83.6 million ) or more in the aggregate of Unitymedia or a UM Senior Secured Note Issuer or any of the restricted subsidiaries (as specified in the applicable indenture) is an event of default under the 2015 UM Notes .

Subject to the circumstances described below, the 2015 UM Notes are non-callable until January 15, 2021. At any time prior to January 15, 2021, the UM Senior Secured Note Issuer s or Unitymedia may redeem some or all of the 2015 UM Notes (as applicable) by paying a “make-whole” premium, which is the present value of all remaining scheduled interest payments to the redemption date using the discount rate (as specified in the applicable indenture) as of the redemption date plus 50 basis points .

The UM Senior Secured Note Issuer s or Unitymedia (as applicable) may redeem some or all of the 2015 UM Notes at the following redemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the applicable indenture), if any, to the redemption date, if redeemed during the 12 -month period commencing on January 15 of the years set forth below: 
Year
 
Redemption price
 
 
March 2015 UM Senior Secured Notes
 
March 2015 UM Senior Notes
2021
101.750%
 
101.875%
2022
100.875%
 
100.938%
2023
100.438%
 
100.469%
2024 and thereafter
100.000%
 
100.000%

Prior to January 15, 2021, during each 12 -month period commencing on the date on which the March 2015 UM Senior Secured Notes were issued, the UM Senior Secured Note Issuer s may redeem up to 10% of the principal amount of the March 2015 UM Senior Secured Notes at a redemption price equal to 103% of the principal amount thereof plus accrued and unpaid interest up to (but excluding) the redemption date.

If Unitymedia or certain of its subsidiaries sell certain assets or experience specific changes in control, Unitymedia must offer to repurchase the 2015 UM Notes at a redemption price of 101% .


35

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



UPC Broadband Holding Bank Facility

The UPC Broadband Holding Bank Facility , as amended, is the senior secured credit facility of UPC Broadband Holding . The details of our borrowings under the UPC Broadband Holding Bank Facility as of June 30, 2015 are summarized in the following table:
Facility
 
Maturity
 
Interest rate
 
Facility amount
(in borrowing
currency) (a)
 
Unused
borrowing
capacity (b)
 
Carrying
value
 
 
 
 
 
 
in millions
 
 
 
 
 
 
 
 
 
 
 
AC (c)
November 15, 2021
 
7.250%
 
$
675.0

 
$
—

 
$
675.0

AD (c)
January 15, 2022
 
6.875%
 
$
675.0

 
—

 
675.0

AH (d)
June 30, 2021
 
LIBOR + 2.50% (e)
 
$
1,305.0

 
—

 
1,302.2

AI
April 30, 2019
 
EURIBOR + 3.25%
 
€
1,046.2

 
1,166.9

 
—

AK (c)
January 15, 2027
 
4.000%
 
€
600.0

 
—

 
669.2

AL (c)
January 15, 2025
 
5.375%
 
$
1,140.0

 
—

 
1,140.0

Elimination of Facilities AC, AD, AK and AL in consolidation (c)
 
—

 
(3,159.2
)
Total
 
$
1,166.9

 
$
1,302.2

_______________

(a)
Except as described in (c) below, amounts represent total third-party facility amounts at June 30, 2015 without giving effect to the impact of discounts.

(b)
At June 30, 2015 , our availability under the UPC Broadband Holding Bank Facility was limited to €381.0 million ( $424.9 million ). When the relevant June 30, 2015 compliance reporting requirements have been completed and assuming no changes from the June 30, 2015 borrowing levels, we anticipate that our availability under the UPC Broadband Holding Bank Facility will be limited to €531.6 million ( $592.9 million ). Facility AI has a fee on unused commitments of 1.3% per year.

(c)
Amounts relate to certain senior secured notes (the UPCB SPE Notes ) issued by special purpose financing entities (the UPCB SPE s ) that are consolidated by UPC Holding and Liberty Global . The proceeds from the UPCB SPE Notes were used to fund additional Facilities AC, AD, AK and AL with our wholly-owned subsidiary UPC Financing Partnership ( UPC Financing ) as the borrower. Accordingly, the amounts outstanding under Facilities AC, AD, AK and AL are eliminated in our condensed consolidated financial statements.

(d)
The carrying value of Facility AH includes the impact of a discount.

(e)
Facility AH has a LIBOR floor of 0.75% .

Refinancing Transactions. During the first quarter of 2015, (i) a controlling interest in UPC Broadband Ireland Ltd. and its subsidiaries was transferred from a subsidiary of UPC Holding to a subsidiary of Virgin Media and the remaining noncontrolling interest was transferred to another Liberty Global subsidiary (the UPC Ireland Transfer ) and UPC Nederland B.V. ( UPC Nederland ) and its subsidiaries were transferred from a subsidiary of UPC Holding to a subsidiary of Ziggo Group Holding and (ii) UPC Holding used the cash consideration received for such transfers to prepay (a) in full the €500.0 million ( $557.7 million ) outstanding principal amount of Facility V under the UPC Broadband Holding Bank Facility , together with accrued and unpaid interest and the related prepayment premium to UPCB Finance I Limited ( UPCB Finance I ) and, in turn UPCB Finance I used such proceeds to fully redeem its €500.0 million ( $557.7 million ) aggregate principal amount of 7.625% senior secured notes (the UPCB Finance I Notes ), (b) €560.0 million ( $624.6 million ) of the outstanding principal amount of Facility Y under the UPC Broadband Holding Bank Facility , together with accrued and unpaid interest and the related prepayment premium to UPCB Finance II Limited ( UPCB Finance II ) and, in turn UPCB Finance II used such proceeds to redeem €560.0 million ( $624.6 million ) of its €750.0 million ( $836.5 million ) aggregate principal amount of 6.375% senior secured notes (the UPCB Finance II Notes ) and (c) the remaining €870.2 million ( $970.6 million ) outstanding principal amount of Facility AG under the UPC Broadband Holding Bank Facility , together with accrued and unpaid interest. In connection with these transactions, we recognized a loss on debt

36

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



modification and extinguishment, net, of $74.7 million . This loss includes (1) the payment of $53.5 million of redemption premium, (2) the write-off of $16.5 million of deferred financing costs and (3) the write-off of $4.7 million of unamortized discount.

On August 3, 2015, UPC Financing entered into a new €990.1 million ( $1,104.3 million ) revolving term loan facility agreement ( Facility AM ) under the UPC Broadband Holding Bank Facility . Facility AM bears interest at EURIBOR plus a margin of 2.75% , has a fee on unused commitments of 1.1% per year and matures on December 31, 2021. In connection with this transaction, the existing revolving term loan Facility AI will be cancelled.
 
UPC Holding Senior Notes

The details of the UPC Holding Senior Notes as of June 30, 2015 are summarized in the following table: 
 
 
 
 
Outstanding principal
amount
 
 
 
 
UPC Holding Senior Notes
 
Maturity
 
Borrowing
currency
 
U.S. $
equivalent
 
Estimated
fair value
 
Carrying
value
 
 
 
 
 
in millions
 
 
 
 
 
 
 
 
 
 
 
 
UPC Holding 6.375% Senior Notes (a)
September 15, 2022
 
€
600.0

 
$
669.2

 
$
719.4

 
$
664.4

UPC Holding 6.75% Euro Senior Notes
March 15, 2023
 
€
450.0

 
501.9

 
547.4

 
501.9

UPC Holding 6.75% CHF Senior Notes
March 15, 2023
 
CHF
350.0

 
374.3

 
407.2

 
374.3

Total
$
1,545.4

 
$
1,674.0

 
$
1,540.6

_______________

(a)
The carrying value of the UPC Holding 6.375% Senior Notes includes the impact of a discount.

Refinancing Transaction. During the first quarter of 2015, UPC Holding used the cash consideration received in connection with the UPC Ireland Transfer to redeem in full the €640.0 million ( $713.8 million ) principal amount of 8.375% senior notes due August 15, 2020 (the UPC Holding 8.375% Senior Notes ). In connection with this transaction, we recognized a loss on debt modification and extinguishment, net, of $69.3 million . This loss includes (i) the payment of $59.2 million of redemption premium and (ii) the write-off of $10.1 million of deferred financing costs.

UPCB SPE Notes

The details of the UPCB SPE Notes as of June 30, 2015 are summarized in the following table:
 
 
 
 
 
 
Outstanding principal
amount
 
 
 
 
UPCB SPEs
 
Maturity
 
Interest rate
 
Borrowing
currency
 
U.S. $
equivalent
 
Estimated
fair value
 
Carrying
value
 
 
 
 
 
 
in millions
UPCB Finance IV Dollar Notes (a)
January 15, 2025
 
5.375%
 
$
1,140.0

 
$
1,140.0

 
$
1,090.8

 
$
1,138.3

UPCB Finance IV Euro Notes
January 15, 2027
 
4.000%
 
€
600.0

 
669.2

 
632.0

 
669.2

UPCB Finance V Notes
November 15, 2021
 
7.250%
 
$
675.0

 
675.0

 
726.5

 
675.0

UPCB Finance VI Notes
January 15, 2022
 
6.875%
 
$
675.0

 
675.0

 
721.8

 
675.0

Total
 
$
3,159.2

 
$
3,171.1

 
$
3,157.5

_______________

(a)
The carrying value includes the impact of a discount related to the Additional UPCB Finance IV Dollar Notes , as defined and described below.

Refinancing Transactions. UPCB Finance IV Limited ( UPCB Finance IV ), a special purpose financing entity that is owned 100% by a charitable trust, was created for the primary purpose of facilitating the April 15, 2015 offering of (i) $800.0 million

37

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



aggregate principal amount of 5.375% senior secured notes due January 15, 2025 (the Original UPCB Finance IV Dollar Notes ) and (ii) €600.0 million ( $669.2 million ) aggregate principal amount of 4.0% senior secured notes due January 15, 2027 (the UPCB Finance IV Euro Notes ).

UPCB Finance IV , which has no material business operations, used the proceeds from (i) the Original UPCB Finance IV Dollar Notes to fund a new additional facility ( Facility AL ) and (ii) the UPCB Finance IV Euro Notes to fund a new additional facility ( Facility AK ), each under the UPC Broadband Holding Bank Facility , with UPC Financing as the borrower. The call provisions, maturity and applicable interest rate for Facility AL and Facility AK are the same as those of the Original UPCB Finance IV Dollar Notes and the UPCB Finance IV Euro Notes , respectively.

The net proceeds from Facility AL and Facility AK were used to (i) prepay the remaining €190.0 million ( $211.9 million ) outstanding principal amount of Facility Y under the UPC Broadband Holding Bank Facility , together with accrued and unpaid interest and the related prepayment premium, to UPCB Finance II and, in turn UPCB Finance II used such proceeds to fully redeem the remaining outstanding amount of its UPCB Finance II Notes , (ii) prepay the outstanding principal amount of Facility Z under the UPC Broadband Holding Bank Facility , together with accrued and unpaid interest and the related prepayment premium, to UPCB Finance III Limited ( UPCB Finance III ) and, in turn UPCB Finance III used such proceeds to fully redeem the UPCB Finance III Notes , (iii) redeem 10% of the outstanding principal amount of each of the following: (a) Facility AC under the UPC Broadband Holding Bank Facility , together with accrued and unpaid interest and the related prepayment premium, to UPCB Finance V Limited ( UPCB Finance V ) and, in turn UPCB Finance V used such proceeds to redeem 10% of the outstanding principal amount of the UPCB Finance V Notes and (b) Facility AD under the UPC Broadband Holding Bank Facility , together with accrued and unpaid interest and the related prepayment premium, to UPCB Finance VI Limited ( UPCB Finance VI ) and, in turn UPCB Finance VI used such proceeds to redeem 10% of the outstanding principal amount of the UPCB Finance VI Notes , each at a redemption price equal to 103% of the applicable redeemed principal amount in accordance with the indentures governing each of the notes, and (iv) prepay in full the then outstanding €200.0 million ( $223.1 million ) amount under Facility AI under the UPC Broadband Holding Bank Facility . In connection with these transactions, we recognized a loss on debt modification and extinguishment, net, of $59.6 million . This loss includes (1) the payment of $54.3 million of redemption premium and (2) the write-off of $5.3 million of deferred financing costs.

On May 20, 2015, UPCB Finance IV issued an additional $340.0 million principal amount of 5.375% senior secured notes due January 15, 2025 (the Additional UPCB Finance IV Dollar Notes and, together with the Original UPCB Finance IV Dollar Notes , the UPCB Finance IV Dollar Notes ). The Additional UPCB Finance IV Dollar Notes were issued at 99.5% of par. We refer to the UPCB Finance IV Dollar Notes and the UPCB Finance IV Euro Notes as the “ UPCB Finance IV Notes .” UPCB Finance IV used the proceeds from the Additional UPCB Finance IV Dollar Notes to fund a new additional facility ( Facility AL2 and, together with Facility AL and Facility AK , the New Facilities ) under the UPC Broadband Holding Bank Facility , with UPC Financing as the borrower. The call provisions, maturity and applicable interest rate for Facility AL2 are the same as those of the Additional UPCB Finance IV Dollar Notes . The proceeds of Facility AL2 , together with existing cash were used to prepay in full the outstanding €400.0 million ( $446.1 million ) principal amount of Facility AI under the UPC Broadband Holding Bank Facility , which amount was drawn subsequent to the €200.0 million ( $223.1 million ) prepayment described above.

Subject to the circumstances described below, the Original UPCB Finance IV Dollar Notes are non-callable until January 15, 2020 and the UPCB Finance IV Euro Notes are non-callable until January 15, 2021 (each a UPCB Finance IV Notes Call Date ). If, however, at any time prior to the applicable UPCB Finance IV Notes Call Date , all or a portion of the loans under the New Facilities are voluntarily prepaid (an Early Redemption Event ), then UPCB Finance IV will be required to redeem an aggregate principal amount of the applicable UPCB Finance IV Notes equal to the aggregate principal amount of the loans so prepaid under the relevant New Facility . In general, the redemption price payable will equal 100% of the principal amount of the applicable UPCB Finance IV Notes to be redeemed and a “make-whole” premium, which is the present value of all remaining scheduled interest payments to the applicable UPCB Finance IV Notes Call Date using the discount rate (as specified in the indenture) as of the redemption date plus 50 basis points .


38

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



Upon the occurrence of an Early Redemption Event on or after the applicable UPCB Finance IV Notes Call Date , UPCB Finance IV will redeem an aggregate principal amount of the UPCB Finance IV Notes equal to the principal amount of the related facility prepaid at the following redemption prices (expressed as a percentage of the principal amount), plus accrued and unpaid interest and additional amounts, (as specified in the applicable indenture), if any, to the applicable redemption date, if redeemed during the 12 -month period commencing on January 15 of the years set forth below:
 
 
Redemption price
Year
 
UPCB Finance IV Dollar Notes
 
UPCB Finance IV Euro Notes
 
 
 
 
 
2020
102.688%
 
N.A.
2021
101.792%
 
102.000%
2022
100.896%
 
101.000%
2023
100.000%
 
100.500%
2024 and thereafter
100.000%
 
100.000%

If there is a change in control (as specified in the indenture) under the UPC Broadband Holding Bank Facility , UPCB Finance IV must offer to repurchase the UPCB Finance IV Notes at a redemption price of 101% .

Prior to the applicable UPCB Finance IV Notes Call Date , during each 12 -month period commencing on the date on which the UPCB Finance IV Notes were issued, UPCB Finance IV may redeem up to 10% of the principal amount of the UPCB Finance IV Notes at a redemption price of 103% of the principal amount of the relevant UPCB Finance IV Notes plus accrued and unpaid interest up to (but excluding) the redemption date.

Telenet Credit Facility

The Telenet Credit Facility , as amended, is the senior secured credit facility of Telenet International . The details of our borrowings under the Telenet Credit Facility as of June 30, 2015 are summarized in the following table:
Facility
 
Maturity
 
Interest rate
 
Facility amount
(in borrowing
currency) (a)
 
Unused
borrowing
capacity (b)
 
Carrying
value
 
 
 
 
 
 
in millions
 
 
 
 
 
 
 
 
 
 
 
M (c)
November 15, 2020
 
6.375%
 
€
500.0

 
$
—

 
$
557.7

O (c)
February 15, 2021
 
6.625%
 
€
300.0

 
—

 
334.6

P (c)
June 15, 2021
 
EURIBOR + 3.875%
 
€
400.0

 
—

 
446.1

S (d)
December 31, 2016
 
EURIBOR + 2.75%
 
€
36.9

 
41.1

 
—

U (c)
August 15, 2022
 
6.250%
 
€
450.0

 
—

 
501.9

V (c)
August 15, 2024
 
6.750%
 
€
250.0

 
—

 
278.8

W (e)
June 30, 2022
 
EURIBOR + 3.25%
 
€
474.1

 
—

 
527.7

X (d)
September 30, 2020
 
EURIBOR + 2.75%
 
€
286.0

 
319.0

 
—

Y (e)
June 30, 2023
 
EURIBOR + 3.50%
 
€
882.9

 
—

 
982.8

Z
June 30, 2018
 
EURIBOR + 2.25%
 
€
200.0

 
(f)
 
—

AA
June 30, 2023
 
EURIBOR + 3.50%
 
€
800.0

 
(f)
 
—

Elimination of Telenet Facilities M, O, P, U and V in consolidation (c)
 
—

 
(2,119.1
)
Total
 
$
360.1

 
$
1,510.5

 _______________

(a)
Except as described in (c) below, amounts represent total third-party facility amounts at June 30, 2015 .


39

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



(b)
Telenet Facilities S and X each have a fee on unused commitments of 1.1% per year. Telenet Facility Z has a fee on unused commitments of 0.8% per year.

(c)
Amounts relate to certain senior secured notes (the Telenet SPE Notes ) issued by special purpose financing entities (the Telenet SPE s ) that are consolidated by Telenet International and its parent entities, including Telenet and Liberty Global . The proceeds from the Telenet SPE Notes were used to fund additional Telenet Facilities M, O, P, U and V, with Telenet International as the borrower. Accordingly, the amounts outstanding under Telenet Facilities M, O, P, U and V are eliminated in our condensed consolidated financial statements.

(d)
On July 1, 2015, (i) the revolving credit facility under the Telenet Credit Facility was increased by €85.0 million ( $94.8 million ) ( Telenet Facility X2 ) and (ii) a lender under the existing Telenet Facility S under the Telenet Credit Facility agreed to novate commitments of €10.0 million ( $11.2 million ) to a subsidiary of Telenet and enter into the new Telenet Facility X2 , resulting in a total increased availability under the revolving credit facility of €95.0 million ( $106.0 million ). Telenet Facility X2 has the same terms as Telenet Facility X .

(e)
The carrying values of Telenet Facilities W and Y include the impact of discounts.

(f)
On May 7, 2015, Telenet International entered into a new revolving credit facility ( Telenet Facility Z ) and a new term loan ( Telenet Facility AA ), each under the Telenet Credit Facility . At June 30, 2015 , Telenet Facility Z and Telenet Facility AA were undrawn. We expect the proceeds from Telenet Facility Z and Telenet Facility AA to be used to fund a portion of the purchase price of the pending acquisition of BASE . Although Telenet currently has the ability, subject to certain restrictions and covenant limitations, to draw certain amounts under Telenet Facility Z and Telenet Facility AA for general corporate purposes, we expect that these facilities will remain undrawn until the closing of the acquisition of BASE . Accordingly, Telenet ’s unused borrowing capacity at June 30, 2015 excludes the availability under Telenet Facility Z and Telenet Facility AA .

For information regarding a financing transaction completed subsequent to June 30, 2015 that impacts the Telenet Credit Facility , see note 15 .

40

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



Maturities of Debt and Capital Lease Obligations

Maturities of our debt and capital lease obligations as of June 30, 2015 are presented below for the named entity and its subsidiaries, unless otherwise noted. Amounts presented below represent U.S. dollar equivalents based on June 30, 2015 exchange rates:

Debt:
 
Liberty Global Group
 
LiLAC Group
 
 
 
Virgin Media
 
Ziggo Group Holding (a)
 
Unitymedia
 
UPC
Holding (b)
 
Telenet  (c)
 
Other
 
Total Liberty Global Group
 
VTR
 
Liberty Puerto Rico
 
Total LiLAC Group
 
Total
 
in millions
Year ending December 31:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2015  (remainder  of year)
$
90.4

 
$
245.9

 
$
83.1

 
$
262.9

 
$
8.3

 
$
20.3

 
$
710.9

 
$
—

 
$
—

 
$
—

 
$
710.9

2016
191.8

 
0.4

 
57.7

 
296.5

 
8.3

 
368.6

 
923.3

 
—

 
—

 
—

 
923.3

2017
—

 
—

 
—

 
—

 
8.3

 
908.5

 
916.8

 
—

 
—

 
—

 
916.8

2018
—

 
—

 
—

 
—

 
8.3

 
236.8

 
245.1

 
—

 
—

 
—

 
245.1

2019
—

 
—

 
—

 
—

 
18.9

 
—

 
18.9

 
—

 
—

 
—

 
18.9

2020
—

 
80.0

 
—

 
—

 
570.1

 
—

 
650.1

 
—

 
—

 
—

 
650.1

Thereafter
14,291.2

 
7,916.3

 
7,441.0

 
6,009.5

 
3,158.0

 
0.2

 
38,816.2

 
1,400.0

 
942.5

 
2,342.5

 
41,158.7

Total debt maturities
14,573.4

 
8,242.6

 
7,581.8

 
6,568.9

 
3,780.2

 
1,534.4

 
42,281.3

 
1,400.0

 
942.5

 
2,342.5

 
44,623.8

Unamortized premium (discount)
19.6

 
26.7

 
—

 
(9.2
)
 
(2.9
)
 
(23.8
)
 
10.4

 
—

 
(9.3
)
 
(9.3
)
 
1.1

Total debt
$
14,593.0

 
$
8,269.3

 
$
7,581.8

 
$
6,559.7

 
$
3,777.3

 
$
1,510.6

 
$
42,291.7

 
$
1,400.0

 
$
933.2

 
$
2,333.2

 
$
44,624.9

Current portion (d)
$
283.9

 
$
245.9

 
$
140.8

 
$
559.4

 
$
8.3

 
$
198.2

 
$
1,436.5

 
$
—

 
$
—

 
$
—

 
$
1,436.5

Noncurrent portion
$
14,309.1

 
$
8,023.4

 
$
7,441.0

 
$
6,000.3

 
$
3,769.0

 
$
1,312.4

 
$
40,855.2

 
$
1,400.0

 
$
933.2

 
$
2,333.2

 
$
43,188.4

_______________

(a)
Amounts include the Ziggo SPE Notes issued by the Ziggo SPE s. As described above, the Ziggo SPE s are consolidated by Ziggo Group Holding .

(b)
Amounts include the UPCB SPE Notes issued by the UPCB SPE s. As described above, the UPCB SPE s are consolidated by UPC Holding .

(c)
Amounts include the Telenet SPE Notes issued by the Telenet SPE s. As described above, the Telenet SPE s are consolidated by Telenet .

(d)
The outstanding principal amounts of our subsidiaries’ revolving credit facilities are included in our current debt maturities.


41

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



Capital lease obligations:
 
Liberty Global Group
 
 
 
 
 
Unitymedia
 
Telenet
 
Virgin Media
 
Other
 
Total Liberty Global Group
 
Total LiLAC Group
 
Total
 
in millions
Year ending December 31:
 
 
 
 
 
 
 
 
 
 
 
 
 
2015 (remainder of year)
$
40.8

 
$
38.0

 
$
59.9

 
$
12.5

 
$
151.2

 
$
0.6

 
$
151.8

2016
81.8

 
61.0

 
75.8

 
23.1

 
241.7

 
0.4

 
242.1

2017
81.8

 
59.5

 
35.8

 
17.3

 
194.4

 
0.3

 
194.7

2018
81.8

 
57.4

 
11.1

 
10.8

 
161.1

 
—

 
161.1

2019
81.8

 
47.7

 
5.6

 
7.0

 
142.1

 
—

 
142.1

2020
81.8

 
45.0

 
4.5

 
5.7

 
137.0

 
—

 
137.0

Thereafter
808.4

 
206.8

 
219.7

 
44.1

 
1,279.0

 
—

 
1,279.0

Total principal and interest payments
1,258.2

 
515.4

 
412.4

 
120.5

 
2,306.5

 
1.3

 
2,307.8

Amounts representing interest
(523.8
)
 
(131.6
)
 
(196.8
)
 
(26.4
)
 
(878.6
)
 
(0.1
)
 
(878.7
)
Present value of net minimum lease payments
$
734.4

 
$
383.8

 
$
215.6

 
$
94.1

 
$
1,427.9

 
$
1.2

 
$
1,429.1

Current portion
$
26.0

 
$
39.1

 
$
92.0

 
$
19.4

 
$
176.5

 
$
0.9

 
$
177.4

Noncurrent portion
$
708.4

 
$
344.7

 
$
123.6

 
$
74.7

 
$
1,251.4

 
$
0.3

 
$
1,251.7


Non-cash Refinancing Transactions

During the six months ended June 30, 2015 and 2014 , certain of our refinancing transactions included non-cash borrowings and repayments of debt aggregating $3,586.5 million and $2,219.6 million , respectively.


42

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



( 8 )     Income Taxes

Income tax benefit (expense) attributable to our loss from continuing operations before income taxes differs from the amounts computed using the applicable income tax rate as a result of the following factors:
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
 
in millions
 
 
 
 
 
 
 
 
Computed “expected” tax benefit (a)
$
56.0

 
$
49.3

 
$
175.9

 
$
162.0

Change in valuation allowances (b):
 
 
 
 
 
 
 
Decrease
(160.3
)
 
(193.5
)
 
(386.3
)
 
(248.7
)
Increase
42.8

 
101.3

 
43.8

 
106.2

International rate differences (b) (c):
 
 
 
 
 
 
 
Increase
31.4

 
57.0

 
125.3

 
116.5

Decrease
(21.0
)
 
(8.3
)
 
(34.5
)
 
(13.8
)
Tax effect of intercompany financing
38.5

 
41.0

 
76.7

 
81.5

Non-deductible or non-taxable foreign currency exchange results (b):
 
 
 
 
 
 
 
Decrease
(21.2
)
 
(16.5
)
 
(29.9
)
 
(23.9
)
Increase
(67.3
)
 
(1.5
)
 
2.2

 
0.6

Non-deductible or non-taxable interest and other expenses (b):
 
 
 
 
 
 
 
Decrease
(15.3
)
 
(53.2
)
 
(49.0
)
 
(84.2
)
Increase
12.1

 
16.1

 
23.3

 
31.1

Basis and other differences in the treatment of items associated with investments in subsidiaries and affiliates (b):
 
 
 
 
 
 
 
Decrease
(26.7
)
 
3.7

 
(27.7
)
 
(45.9
)
Increase
(2.7
)
 
3.8

 
11.8

 
4.3

Recognition of previously unrecognized tax benefits
4.7

 
—

 
13.6

 
28.8

Tax benefit associated with technology innovation
6.6

 
—

 
10.5

 
—

Other, net
(7.6
)
 
1.4

 
(7.8
)
 
3.1

Total income tax benefit (expense)
$
(130.0
)
 
$
0.6

 
$
(52.1
)
 
$
117.6

_______________

(a)
The statutory or “expected” tax rates are the U.K. rates of 20.0% for the 2015 periods and 21.0% for 2014 periods.

(b)
Country jurisdictions giving rise to increases within the six -month period are grouped together and shown separately from country jurisdictions giving rise to decreases within the six -month period.

(c)
Amounts reflect adjustments (either an increase or a decrease) to “expected” tax benefit for statutory rates in jurisdictions in which we operate outside of the U.K.

As of June 30, 2015 , our unrecognized tax benefits of $561.6 million included $284.5 million of tax benefits that would have a favorable impact on our effective income tax rate if ultimately recognized, after considering amounts that we would expect to be offset by valuation allowances.

We are currently undergoing income tax audits in Czech Republic, Chile, Germany, the Netherlands, Slovakia, Switzerland and the U.S. In the U.S. , the consolidated income tax returns of Liberty Global, Inc. ( LGI ) for 2009 through 2015 are under examination. We have received notices of adjustment from the Internal Revenue Service with respect to our 2013, 2010 and 2009 taxable income and we have entered into the appeals process with respect to the 2010 and 2009 matters. While we believe that

43

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



the ultimate resolution of these proposed adjustments will not have a material impact on our consolidated financial position, results of operations or cash flows, no assurance can be given that this will be the case given the amounts involved and the complex nature of the related issues. During the next 12 months, it is reasonably possible that the resolution of ongoing examinations by tax authorities as well as expiration of statutes of limitation could result in significant reductions to our unrecognized tax benefits related to tax positions taken as of June 30, 2015 . The amount of any such reductions could range up to $250 million . Other than the potential impacts of these ongoing examinations and the expected expiration of certain statutes of limitation, we do not expect any material changes to our unrecognized tax benefits during the next 12 months. No assurance can be given as to the nature or impact of any changes in our unrecognized tax positions during the next 12 months.

( 9 )     Equity

Share Repurchases

During the six months ended June 30, 2015 , we purchased a total of 18,653,356 Class C Old Liberty Global Ordinary Shares at a weighted average price of $50.17 per share, for an aggregate purchase price of $935.8 million , including direct acquisition costs and the effects of derivative instruments. At June 30, 2015 , the remaining amount authorized for share repurchases was $3,002.8 million .

( 10 )     Share-based Compensation

Our share-based compensation expense is based on the share-based incentive awards held by our and our subsidiaries’ employees, including share-based incentive awards related to Old Liberty Global Ordinary Shares and the shares of certain of our subsidiaries. The amounts and disclosures presented below have not been adjusted for the July 1, 2015 LiLAC Transaction .

The following table summarizes our share-based compensation expense: 
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
in millions
Old Liberty Global Ordinary Shares:
 
 
 
 
 
 
 
Performance-based incentive awards (a)
$
28.5

 
$
23.2

 
$
70.6

 
$
43.8

Other share-based incentive awards
25.1

 
22.2

 
50.5

 
52.4

Total Old Liberty Global Ordinary Shares
53.6

 
45.4

 
121.1

 
96.2

Telenet share-based incentive awards
2.4

 
7.8

 
5.6

 
10.7

Other
0.6

 
1.2

 
1.3

 
2.6

Total
$
56.6

 
$
54.4

 
$
128.0

 
$
109.5

Included in:
 
 
 
 
 
 
 
Operating expense:
 
 
 
 
 
 
 
Liberty Global Group
$
1.1

 
$
3.2

 
$
1.8

 
$
4.0

LiLAC Group
0.3

 
0.4

 
0.3

 
0.9

Total operating expense
1.4

 
3.6

 
2.1

 
4.9

SG&A expense:
 
 
 
 
 
 
 
Liberty Global Group
53.9

 
49.3

 
125.7

 
101.4

LiLAC Group (b)
1.3

 
1.5

 
0.2

 
3.2

Total SG&A expense
55.2

 
50.8

 
125.9

 
104.6

Total
$
56.6

 
$
54.4

 
$
128.0

 
$
109.5

_______________

(a)
Includes share-based compensation expense related to (i) Liberty Global performance-based restricted share units ( PSU s ), (ii) a challenge performance award plan for certain executive officers and key employees (the Challenge Performance

44

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



Awards ) and (iii) the Performance Grant Units ( PGUs ). The Challenge Performance Awards include performance-based share appreciation rights ( PSAR s ) and PSU s.

(b)
The amount for the six-month period in 2015 includes the reversal of $1.8 million of share-based compensation expense, primarily related to forfeitures of unvested PSU s during the first quarter of 2015.

The following table provides certain information related to share-based compensation not yet recognized for share-based incentive awards related to Old Liberty Global Ordinary Shares as of June 30, 2015 : 
 
Liberty Global
ordinary shares (a)
 
Liberty Global performance-based awards (b)
 
 
 
 
Total compensation expense not yet recognized (in millions)
$
212.0

 
$
148.7

Weighted average period remaining for expense recognition (in years)
3.1

 
1.3

_______________

(a)
Amounts relate to awards granted or assumed by Liberty Global under (i) the Liberty Global 2014 Incentive Plan (as amended and restated effective February 24, 2015), (ii) the Liberty Global 2014 Nonemployee Director Incentive Plan, (iii) the Liberty Global, Inc. 2005 Incentive Plan (as amended and restated effective June 7, 2013), (iv) the Liberty Global, Inc. 2005 Nonemployee Director Incentive Plan (as amended and restated effective June 7, 2013) and (v) certain other incentive plans of Virgin Media , including Virgin Media ’s 2010 stock incentive plan. All new awards are granted under the Liberty Global 2014 Incentive Plan or the Liberty Global 2014 Nonemployee Director Incentive Plan.

(b)
Amounts relate to (i) the Challenge Performance Awards , (ii) PSU s and (iii) the PGUs .

45

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



The following table summarizes certain information related to the incentive awards granted and exercised with respect to Old Liberty Global Ordinary Shares :
 
Six months ended
 
June 30,
 
2015
 
2014
Assumptions used to estimate fair value of options, share appreciation rights ( SARs ) and PSARs granted:
 
 
 
Risk-free interest rate
0.96 - 1.89%
 
0.81 - 1.77%
Expected life
3.0 - 5.5 years
 
3.1 - 5.1 years
Expected volatility
23.1 - 30.1%
 
25.5 - 28.7%
Expected dividend yield
none
 
none
Weighted average grant-date fair value per share of awards granted:
 
 
 
Options
$
14.73

 
$
11.40

SARs
$
10.78

 
$
8.95

PSARs
$
—

 
$
8.15

Restricted share units ( RSUs )
$
51.97

 
$
39.72

PSUs
$
51.69

 
$
40.41

PGUs
$
—

 
$
44.04

Total intrinsic value of awards exercised (in millions):
 
 
 
Options
$
93.5

 
$
43.7

SARs
$
40.1

 
$
17.7

PSARs
$
0.2

 
$
0.2

Cash received from exercise of options (in millions)
$
37.0

 
$
23.9

Income tax benefit related to share-based compensation (in millions)
$
28.0

 
$
20.1


Share-based Award Activity - Old Liberty Global Ordinary Shares

The following tables summarize the share-based award activity during the six months ended June 30, 2015 with respect to Old Liberty Global Ordinary Shares ordinary shares:  
Options — Class A ordinary shares
Number of
shares
 
Weighted
average
exercise price
 
Weighted
average
remaining
contractual
term
 
Aggregate
intrinsic  value
 
 
 
 
 
in years
 
in millions
Outstanding at January 1, 2015
1,726,259

 
$
18.01

 
 
 
 
Granted
61,763

 
$
54.97

 
 
 
 
Cancelled
(13,836
)
 
$
23.59

 
 
 
 
Exercised
(920,468
)
 
$
14.03

 
 
 
 
Outstanding at June 30, 2015
853,718

 
$
24.90

 
5.6
 
$
25.0

Exercisable at June 30, 2015
417,692

 
$
18.05

 
4.3
 
$
15.0

 

46

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



Options — Class C ordinary shares
Number of
shares
 
Weighted
average
exercise price
 
Weighted
average
remaining
contractual
term
 
Aggregate
intrinsic  value
 
 
 
 
 
in years
 
in millions
Outstanding at January 1, 2015
3,946,192

 
$
17.67

 
 
 
 
Granted
622,301

 
$
43.34

 
 
 
 
Cancelled
(34,493
)
 
$
22.23

 
 
 
 
Exercised
(1,613,927
)
 
$
14.99

 
 
 
 
Outstanding at June 30, 2015
2,920,073

 
$
24.57

 
6.1
 
$
76.3

Exercisable at June 30, 2015
1,377,436

 
$
15.25

 
4.1
 
$
48.7

 
SARs — Class A ordinary shares
Number of
shares
 
Weighted
average
base price
 
Weighted
average
remaining
contractual
term
 
Aggregate
intrinsic  value
 
 
 
 
 
in years
 
in millions
Outstanding at January 1, 2015
5,607,988

 
$
31.07

 
 
 
 
Granted
2,252,602

 
$
53.11

 
 
 
 
Forfeited
(106,696
)
 
$
37.27

 
 
 
 
Exercised
(354,800
)
 
$
25.68

 
 
 
 
Outstanding at June 30, 2015
7,399,094

 
$
37.95

 
5.1
 
$
119.3

Exercisable at June 30, 2015
2,815,909

 
$
25.41

 
3.4
 
$
80.7


SARs — Class C ordinary shares
Number of
shares
 
Weighted
average
base price
 
Weighted
average
remaining
contractual
term
 
Aggregate
intrinsic  value
 
 
 
 
 
in years
 
in millions
Outstanding at January 1, 2015
14,689,045

 
$
28.49

 
 
 
 
Granted
4,505,204

 
$
51.41

 
 
 
 
Forfeited
(262,502
)
 
$
34.80

 
 
 
 
Exercised
(1,062,945
)
 
$
23.48

 
 
 
 
Outstanding at June 30, 2015
17,868,802

 
$
34.47

 
4.8
 
$
292.2

Exercisable at June 30, 2015
7,907,213

 
$
23.75

 
3.3
 
$
212.5



47

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



PSARs — Class A ordinary shares
Number of
shares
 
Weighted
average
base price
 
Weighted
average
remaining
contractual
term
 
Aggregate
intrinsic  value
 
 
 
 
 
in years
 
in millions
Outstanding at January 1, 2015
2,788,749

 
$
35.10

 
 
 
 
Forfeited
(35,625
)
 
$
35.03

 
 
 
 
Exercised
(4,166
)
 
$
35.03

 
 
 
 
Outstanding at June 30, 2015
2,748,958

 
$
35.10

 
5.0
 
$
52.1

Exercisable at June 30, 2015
7,708

 
$
35.03

 
1.6
 
$
0.1


PSARs — Class C ordinary shares
Number of
shares
 
Weighted
average
base price
 
Weighted
average
remaining
contractual
term
 
Aggregate
intrinsic  value
 
 
 
 
 
in years
 
in millions
Outstanding at January 1, 2015
8,366,248

 
$
33.48

 
 
 
 
Forfeited
(106,875
)
 
$
33.41

 
 
 
 
Exercised
(12,499
)
 
$
33.41

 
 
 
 
Outstanding at June 30, 2015
8,246,874

 
$
33.48

 
5.0
 
$
141.4

Exercisable at June 30, 2015
23,124

 
$
33.41

 
1.6
 
$
0.4


RSUs — Class A ordinary shares
Number of
shares
 
Weighted
average
grant-date
fair value
per share
 
Weighted
average
remaining
contractual
term
 
 
 
 
 
in years
Outstanding at January 1, 2015
565,270

 
$
38.27

 
 
Granted
298,713

 
$
53.11

 
 
Forfeited
(18,827
)
 
$
37.52

 
 
Released from restrictions
(299,372
)
 
$
37.65

 
 
Outstanding at June 30, 2015
545,784

 
$
46.76

 
3.3

RSUs — Class C ordinary shares
Number of
shares
 
Weighted
average
grant-date
fair value
per share
 
Weighted
average
remaining
contractual
term
 
 
 
 
 
in years
Outstanding at January 1, 2015
1,387,003

 
$
35.59

 
 
Granted
597,426

 
$
51.40

 
 
Forfeited
(45,611
)
 
$
34.70

 
 
Released from restrictions
(553,929
)
 
$
34.55

 
 
Outstanding at June 30, 2015
1,384,889

 
$
42.85

 
3.7

48

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



 
PSUs and PGUs — Class A ordinary shares
Number of
shares
 
Weighted
average
grant-date
fair value
per share
 
Weighted
average
remaining
contractual
term
 
 
 
 
 
in years
Outstanding at January 1, 2015
1,989,693

 
$
41.34

 
 
Granted
410,716

 
$
52.82

 
 
Performance adjustment (a)
50,410

 
$
37.31

 
 
Forfeited
(22,619
)
 
$
38.47

 
 
Released from restrictions
(543,707
)
 
$
41.12

 
 
Outstanding at June 30, 2015
1,884,493

 
$
43.84

 
1.5

PGUs — Class B ordinary shares
Number of
shares
 
Weighted
average
grant-date
fair value
per share
 
Weighted
average
remaining
contractual
term
 
 
 
 
 
in years
Outstanding at January 1, 2015
1,000,000

 
$
44.55

 
 
Released from restrictions
(333,333
)
 
$
44.55

 
 
Outstanding at June 30, 2015
666,667

 
$
44.55

 
1.7
PSUs — Class C ordinary shares
Number of
shares
 
Weighted
average
grant-date
fair value
per share
 
Weighted
average
remaining
contractual
term
 
 
 
 
 
in years
Outstanding at January 1, 2015
2,442,767

 
$
36.71

 
 
Granted
821,432

 
$
51.12

 
 
Performance adjustment (a)
147,179

 
$
34.80

 
 
Forfeited
(58,997
)
 
$
36.02

 
 
Released from restrictions
(614,341
)
 
$
34.80

 
 
Outstanding at June 30, 2015
2,738,040

 
$
41.38

 
1.3
_______________

(a)
Represents the increase in PSU s associated with the first quarter 2015 determination that 113.6% of the PSU s that were granted in 2013 (the 2013 PSU s ) had been earned. Half of the earned 2013 PSU s were released from restrictions on March 31, 2015 and, subject to forfeitures, the remainder will be released on September 30, 2015.


49

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



( 11 ) Restructuring Liability

A summary of the changes in our restructuring liability during the six months ended June 30, 2015 is set forth in the table below:
 
Employee
severance
and
termination
 
Office
closures
 
Contract termination and other
 
Total
 
in millions
 
 
 
 
 
 
 
 
Restructuring liability as of January 1, 2015
$
27.6

 
$
12.5

 
$
116.0

 
$
156.1

Restructuring charges (credits)
26.7

 
(0.5
)
 
5.1

 
31.3

Cash paid
(30.7
)
 
(2.9
)
 
(14.6
)
 
(48.2
)
Foreign currency translation adjustments and other
0.1

 
2.2

 
(7.1
)
 
(4.8
)
Restructuring liability as of June 30, 2015
$
23.7

 
$
11.3

 
$
99.4

 
$
134.4

 
 
 
 
 
 
 
 
Current portion
$
23.6

 
$
2.6

 
$
15.9

 
$
42.1

Noncurrent portion
0.1

 
8.7

 
83.5

 
92.3

Total
$
23.7

 
$
11.3

 
$
99.4

 
$
134.4


Our restructuring charges (credits) during the six months ended June 30, 2015 include employee severance and termination costs related to certain reorganization and integration activities of $12.4 million in U.K./Ireland, $8.2 million in Switzerland/Austria, $2.4 million in Puerto Rico and $2.0 million in the Netherlands. We expect to record further restructuring charges during the remainder of 2015 in connection with the continued integration of Ziggo with UPC Nederland and the European Operations Division .

( 12 )     Earnings or Loss per Ordinary Share

Basic earnings or loss per share attributable to Liberty Global shareholders is computed by dividing net earnings or loss attributable to Liberty Global shareholders by the weighted average number of ordinary shares outstanding for the period. Diluted earnings or loss per share attributable to Liberty Global shareholders presents the dilutive effect, if any, on a per share basis of potential ordinary shares (e.g., options, SAR s, PSAR s, RSU s and convertible securities) as if they had been exercised, vested or converted at the beginning of the periods presented.

The details of our net loss attributable to Liberty Global shareholders are set forth below:
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
 
in millions
Amounts attributable to Liberty Global shareholders:
 
 
 
 
 
 
 
Loss from continuing operations
$
(464.7
)
 
$
(242.7
)
 
$
(1,002.2
)
 
$
(662.2
)
Earnings (loss) from discontinued operation
—

 
(7.2
)
 
—

 
333.5

Net loss attributable to Liberty Global shareholders
$
(464.7
)
 
$
(249.9
)
 
$
(1,002.2
)
 
$
(328.7
)

We reported losses from continuing operations attributable to Liberty Global shareholders for the three and six months ended June 30, 2015 and 2014 . Therefore, the potentially dilutive effect at June 30, 2015 and 2014 of (i) the aggregate number of shares issuable pursuant to outstanding options, SAR s, PSAR s and RSU s of approximately 42.0 million and 43.5 million , respectively, (ii) the number of shares issuable pursuant to PSU s and PGUs of approximately 5.3 million and 6.0 million , respectively, and (iii) the aggregate number of shares issuable pursuant to obligations that may be settled in cash or shares of approximately 2.6 million and 2.6 million , respectively, were not included in the computation of diluted loss per share attributable to Liberty Global

50

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



shareholders because their inclusion would have been anti-dilutive to the computation or, in the case of certain PSU s, because such awards had not yet met the applicable performance criteria.

( 13 )     Commitments and Contingencies

Commitments

In the normal course of business, we have entered into agreements that commit our company to make cash payments in future periods with respect to programming contracts, network and connectivity commitments, purchases of customer premises and other equipment, non-cancelable operating leases and other items. The U.S. dollar equivalents of such commitments as of June 30, 2015 are presented below:
 
Payments due during:
 
 
 
Remainder
of 2015
 
 
 
 
 
 
 
2016
 
2017
 
2018
 
2019
 
2020
 
Thereafter
 
Total
 
in millions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Programming commitments
$
519.2

 
$
977.6

 
$
880.3

 
$
701.3

 
$
263.7

 
$
5.5

 
$
2.4

 
$
3,350.0

Network and connectivity commitments
190.7

 
265.6

 
239.3

 
124.5

 
86.9

 
62.8

 
907.0

 
1,876.8

Purchase commitments
797.0

 
157.7

 
70.3

 
12.2

 
4.3

 
—

 
—

 
1,041.5

Operating leases
88.8

 
152.5

 
128.3

 
110.3

 
89.8

 
56.3

 
293.9

 
919.9

Other commitments
209.9

 
190.4

 
146.5

 
89.8

 
45.1

 
22.4

 
27.6

 
731.7

Total (a)
$
1,805.6


$
1,743.8


$
1,464.7


$
1,038.1


$
489.8


$
147.0


$
1,230.9


$
7,919.9

_______________

(a)
The commitments reflected in this table do not reflect any liabilities that are included in our June 30, 2015 condensed consolidated balance sheet. 

Programming commitments consist of obligations associated with certain of our programming, studio output and sports rights contracts that are enforceable and legally binding on us in that we have agreed to pay minimum fees without regard to (i) the actual number of subscribers to the programming services, (ii) whether we terminate service to a portion of our subscribers or dispose of a portion of our distribution systems or (iii) whether we discontinue our premium sports services. In addition, programming commitments do not include increases in future periods associated with contractual inflation or other price adjustments that are not fixed. Accordingly, the amounts reflected in the above table with respect to these contracts are significantly less than the amounts we expect to pay in these periods under these contracts. Payments to programming vendors have in the past represented, and are expected to continue to represent in the future, a significant portion of our operating costs. In this regard, during the six months ended June 30, 2015 and 2014 , the third-party programming and copyright costs incurred by our broadband communications and direct-to-home ( DTH ) operations aggregated $1,123.3 million (including $1,001.6 million for the Liberty Global Group and $121.7 million for the LiLAC Group ) and $1,056.5 million (including $938.9 million for the Liberty Global Group and $117.6 million for the LiLAC Group ), respectively.

Network and connectivity commitments include (i) Telenet ’s commitments for certain operating costs associated with its leased network, (ii) commitments associated with our mobile virtual network operator ( MVNO ) agreements and (iii) certain repair and maintenance, fiber capacity and energy commitments of Unitymedia . Subsequent to October 1, 2015 , Telenet ’s commitments for certain operating costs will be subject to adjustment based on changes in the network operating costs incurred by Telenet with respect to its own networks. These potential adjustments are not subject to reasonable estimation and, therefore, are not included in the above table. The amounts reflected in the table with respect to certain of our MVNO commitments represent fixed minimum amounts payable under these agreements and, therefore, may be significantly less than the actual amounts we ultimately pay in these periods.

Purchase commitments include unconditional purchase obligations associated with commitments to purchase customer premises and other equipment that are enforceable and legally binding on us.

51

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



Commitments arising from acquisition agreements are not reflected in the above table. For information regarding our commitments under acquisition agreements, see note 3 .

In addition to the commitments set forth in the table above, we have significant commitments under (i) derivative instruments and (ii) defined benefit plans and similar agreements, pursuant to which we expect to make payments in future periods. For information regarding our derivative instruments, including the net cash paid or received in connection with these instruments during the six months ended June 30, 2015 and 2014 , see note 4 .

We also have commitments pursuant to agreements with, and obligations imposed by, franchise authorities and municipalities, which may include obligations in certain markets to move aerial cable to underground ducts or to upgrade, rebuild or extend portions of our broadband communication systems. Such amounts are not included in the above table because they are not fixed or determinable.
 
Guarantees and Other Credit Enhancements

In the ordinary course of business, we may provide indemnifications to our lenders, our vendors and certain other parties and performance and/or financial guarantees to local municipalities, our customers and vendors. Historically, these arrangements have not resulted in our company making any material payments and we do not believe that they will result in material payments in the future.

Legal and Regulatory Proceedings and Other Contingencies

Interkabel Acquisition. On November 26, 2007 , Telenet and four associations of municipalities in Belgium, which we refer to as the pure intercommunales or the “ PICs ,” announced a non-binding agreement-in-principle to transfer the analog and digital television activities of the PICs , including all existing subscribers to Telenet . Subsequently, Telenet and the PICs entered into a binding agreement (the 2008 PICs Agreement ), which closed effective October 1, 2008 . Beginning in December 2007 , Proximus NV/SA, formerly known as Belgacom ( Proximus ), the incumbent telecommunications operator in Belgium, instituted several proceedings seeking to block implementation of these agreements. It lodged summary proceedings with the President of the Court of First Instance of Antwerp to obtain a provisional injunction preventing the PICs from effecting the agreement-in-principle and initiated a civil procedure on the merits claiming the annulment of the agreement-in-principle. In March 2008 , the President of the Court of First Instance of Antwerp ruled in favor of Proximus in the summary proceedings, which ruling was overturned by the Court of Appeal of Antwerp in June 2008 .  Proximus brought this appeal judgment before the Cour de Cassation (the Belgian Supreme Court ), which confirmed the appeal judgment in September 2010. On April 6, 2009 , the Court of First Instance of Antwerp ruled in favor of the PICs and Telenet in the civil procedure on the merits, dismissing Proximus ’s request for the rescission of the agreement-in-principle and the 2008 PICs Agreement . On June 12, 2009 , Proximus appealed this judgment with the Court of Appeal of Antwerp. In this appeal, Proximus is now also seeking compensation for damages should the 2008 PICs Agreement not be rescinded. However, the claim for compensation has not yet been quantified. At the introductory hearing, which was held on September 8, 2009 , the proceedings on appeal were postponed indefinitely at the request of Proximus .

In parallel with the above proceedings, Proximus filed a complaint with the Government Commissioner seeking suspension of the approval by the PICs ’ board of directors of the agreement-in-principle and initiated suspension and annulment procedures before the Belgian Council of State against these approvals and subsequently against the board resolutions of the PICs approving the 2008 PICs Agreement . In this complaint, Proximus ’s primary argument was that the PICs should have organized a public market consultation before entering into the agreement-in-principal and the 2008 PICs Agreement .  Proximus ’s efforts to suspend approval of these agreements were unsuccessful. In the annulment cases, the Belgian Council of State decided on May 2, 2012 to refer a number of questions of interpretation of European Union ( EU ) law for preliminary ruling to the European Court of Justice. On November 14, 2013, the European Court of Justice ruled that a majority of the reasons invoked by the PICs not to organize a market consultation were not overriding reasons of public interest to justify abolishing the PICs ’ duty to organize such consultation. The annulment case was subsequently resumed with the Belgian Council of State, which was required to follow the interpretation given by the European Court of Justice with respect to the points of EU law. On May 27, 2014, the Belgian Council of State ruled in favor of Proximus and annulled (i) the decision of the PICs not to organize a public market consultation and (ii) the decision from the PICs ’ board of directors to approve the 2008 PICs Agreement . The Belgian Council of State ruling did not annul the 2008 PICs Agreement itself. Proximus may now resume the civil proceedings that are still pending with the Court of Appeal of Antwerp in order to have the 2008 PICs Agreement annulled and claim damages.


52

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



It is possible that Proximus or another third party or public authority will initiate further legal proceedings in an attempt to annul the 2008 PICs Agreement . No assurance can be given as to the outcome of these or other proceedings. However, an unfavorable outcome of existing or future proceedings could potentially lead to the annulment of the 2008 PICs Agreement and/or to an obligation of Telenet to pay compensation for damages, subject to the relevant provisions of the 2008 PICs Agreement , which stipulate that Telenet is only responsible for damages in excess of €20.0 million ( $22.3 million ). In light of the fact that Proximus has not quantified the amount of damages that it is seeking and we have no basis for assessing the amount of losses we would incur in the unlikely event that the 2008 PICs Agreement were to be annulled, we cannot provide a reasonable estimate of the range of loss that would be incurred in the event the ultimate resolution of this matter were to be unfavorable to Telenet . However, we do not expect the ultimate resolution of this matter to have a material impact on our results of operations, cash flows or financial position.

Deutsche Telekom Litigation. On December 28, 2012, Unitymedia filed a lawsuit against Telekom Deutschland GmbH ( Deutsche Telekom ), an operating subsidiary of Deutsche Telekom AG, in which Unitymedia asserts that it pays excessive prices for the co-use of Deutsche Telekom ’s cable ducts in Unitymedia ’s footprint. The Federal Network Agency approved rates for the co-use of certain ducts of Deutsche Telekom in March 2011. Based in part on these approved rates, Unitymedia is seeking a reduction of the annual lease fees (approximately €76 million ( $85 million ) for 2012) by approximately two-thirds and the return of similarly calculated overpayments from 2009 through the ultimate settlement date, plus accrued interest. While we expect a decision by the court of first instance during 2015, the resolution of this matter may take several years and no assurance can be given that Unitymedia ’s claims will be successful. Any recovery by Unitymedia will not be reflected in our consolidated financial statements until such time as the final disposition of this matter has been reached.

Vivendi Litigation. A wholly-owned subsidiary of our company is a plaintiff in certain litigation titled Liberty Media Corporation, et. al. v. Vivendi S.A. and Universal Studios. A predecessor of Liberty Global was a subsidiary of Liberty Media Corporation ( Liberty Media ) through June 6, 2004. In connection with Liberty Media ’s prosecution of the action, our subsidiary assigned its rights to Liberty Media in exchange for a contingent payout in the event Liberty Media recovered any amounts as a result of the action. Our subsidiary’s interest in any such recovery will be equal to 10% of the recovery amount, including any interest awarded, less the amount to be retained by Liberty Media for (i) all fees and expenses incurred by Liberty Media in connection with the action (including expenses to be incurred in connection with any appeals and the payment of certain deferred legal fees) and (ii) agreed upon interest on such fees and expenses. On January 17, 2013, following a jury trial, the court entered a final judgment in favor of the plaintiffs in the amount of €944 million ( $1,053 million ), including prejudgment interest. Vivendi S.A. and Universal Studios have filed a notice of appeal of the court’s final judgment to the Second Circuit Court of Appeals. As a result, the amount that our subsidiary may ultimately recover in connection with the final resolution of the action, if any, is uncertain. Any recovery by our company will not be reflected in our consolidated financial statements until such time as the final disposition of this matter has been reached.

Liberty Puerto Rico Matter. In November 2012, we completed a business combination that resulted in, among other matters, the combination of our then operating subsidiary in Puerto Rico with San Juan Cable, LLC dba OneLink Communications ( OneLink ). In connection with this transaction (the OneLink Acquisition ), Liberty Puerto Rico , as the surviving entity, became a party to certain claims previously asserted by the incumbent telephone operator against OneLink based on alleged conduct of OneLink that occurred prior to the OneLink Acquisition (the PRTC Claim ). This claim included an allegation that OneLink acted in an anticompetitive manner in connection with a series of legal and regulatory proceedings it initiated against the incumbent telephone operator in Puerto Rico beginning in 2009. In March 2014, a separate class action claim was filed in Puerto Rico (the Class Action Claim ) containing allegations substantially similar to those asserted in the PRTC Claim , but alleging ongoing injury on behalf of a consumer class (as opposed to harm to a competitor). The former owners of OneLink have partially indemnified us for any losses we may incur in connection with the PRTC Claim up to a specified maximum amount. However, the indemnity does not cover any potential losses resulting from the Class Action Claim . Liberty Puerto Rico has recorded a provision and a related indemnification asset representing its best estimate of the net loss that it may incur upon the ultimate resolution of the PRTC Claim . While Liberty Puerto Rico expects that the net amount required to satisfy these contingencies will not materially differ from the estimated amount it has accrued, no assurance can be given that the ultimate resolution of these matters will not have an adverse impact on our results of operations, cash flows or financial position in any given period.

Belgium Regulatory Developments. In December 2010, the Belgisch Instituut voor Post en Telecommunicatie and the regional regulators for the media sectors (together, the Belgium Regulatory Authorities ) published their respective draft decisions reflecting the results of their joint analysis of the broadcasting market in Belgium.


53

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



The Belgium Regulatory Authorities adopted a final decision on July 1, 2011 (the July 2011 Decision ) with some minor revisions. The regulatory obligations imposed by the July 2011 Decision include (i) an obligation to make a resale offer at “retail minus’’ of the cable analog package available to third-party operators (including Proximus ), (ii) an obligation to grant third-party operators (except Proximus ) access to digital television platforms (including the basic digital video package) at “retail minus,” and (iii) an obligation to make a resale offer at “retail minus’’ of broadband internet access available to beneficiaries of the digital television access obligation that wish to offer bundles of digital video and broadband internet services to their customers (except Proximus ).

Telenet submitted draft reference offers regarding the obligations described above in February 2012, and the Belgium Regulatory Authorities published the final decision on September 9, 2013. Telenet has implemented the access obligations as described in its reference offers and, as of June 23, 2014, access to the Telenet network had become operational and can be applied by wireless operator Mobistar SA ( Mobistar ). In addition, as a result of the November 2014 decision by the Brussels Court of Appeal described below, on November 14, 2014, Proximus submitted a request to Telenet to commence access negotiations. Telenet contests this request and has asked the Belgium Regulatory Authorities to assess the reasonableness of the Proximus request. The timing for a decision regarding this assessment by the Belgium Regulatory Authorities is not known.

On April 2, 2013, the Belgium Regulatory Authorities issued a draft decision regarding the “retail-minus” tariffs of minus 35% for basic television (basic analog and digital video package) and minus 30% for the bundle of basic television and broadband internet services. A “retail-minus” method of pricing involves a wholesale tariff calculated as the retail price for the offered service by Telenet, excluding VAT and copyrights, and further deducting the retail costs avoided by offering the wholesale service (such as costs for billing, franchise, consumer service, marketing and sales). On October 4, 2013, the Belgium Regulatory Authorities notified a draft quantitative decision to the European Commission in which they changed the “retail-minus” tariffs to minus 30% for basic television (basic analog and digital video package) and to minus 23% for the bundle of basic television and broadband internet services. Even though the European Commission made a number of comments regarding the appropriateness of certain assumptions in the proposed costing methodology, the Belgium Regulatory Authorities adopted such “retail-minus” tariffs on December 11, 2013. During 2015, the Belgium Regulatory Authorities proposed that the basis for calculating the “retail minus” tariffs will be further reduced, which would lead to significantly lower “retail minus” tariffs. Following consultations regarding such proposals, the draft decision will then be sent for review to the European Commission. A final decision is not expected before September 30, 2015.

Telenet filed an appeal against the July 2011 Decision with the Brussels Court of Appeal. On November 12, 2014, the Brussels Court of Appeal rejected Telenet ’s appeal of the July 2011 Decision and accepted Proximus ’s claim that Proximus should be allowed access to Telenet ’s, among other operators, digital television platform and the resale of bundles of digital video and broadband internet services. Telenet is currently considering the possibility to file an appeal against this decision with the Belgian Supreme Court . Telenet also filed an appeal with the Brussels Court of Appeal against the decision regarding the quantitative aspects of the reference offers. Wireless operator Mobistar also filed an appeal against the decision regarding the quantitative aspects of the reference offers. A decision with respect to these appeals is not expected before the end of 2015. There can be no certainty that Telenet ’s appeals will be successful.

The July 2011 Decision aims to, and in its application may, strengthen Telenet ’s competitors by granting them resale access to Telenet ’s network to offer competing products and services notwithstanding Telenet ’s substantial historical financial outlays in developing the infrastructure. In addition, any resale access granted to competitors could (i) limit the bandwidth available to Telenet to provide new or expanded products and services to the customers served by its network and (ii) adversely impact Telenet ’s ability to maintain or increase its revenue and cash flows. The extent of any such adverse impacts ultimately will be dependent on the extent that competitors take advantage of the resale access ultimately afforded to Telenet ’s network and other competitive factors or market developments.

FCO Regulatory Issues. Our 2011 acquisition (the KBW Acquisition ) of the German cable network Kabel BW GmbH ( KBW ) was subject to the approval of The Federal Cartel Office (the FCO ) in Germany, which approval was received in December 2011. In January 2012, two of our competitors (collectively, the Appellants ), including the incumbent telecommunications operator, each filed an appeal (collectively, the FCO Appeals ) against the FCO regarding its decision to approve our KBW Acquisition . On August 14, 2013, the Düsseldorf Court of Appeal issued a ruling that set aside the FCO ’s clearance decision.
During the fourth quarter of 2014, we, together with our German subsidiaries, entered into agreements with the Appellants pursuant to which the Appellants withdrew the FCO Appeals and, on January 21, 2015, the FCO consented to the withdrawal. On

54

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



March 15, 2015, the Federal Court of Justice terminated the proceedings, as a result of which the FCO ’s clearance decision with respect to our KBW Acquisition became final (without any additional review or conditions). On April 29, 2015, we paid the Appellants an aggregate amount of €183.5 million ( $204.7 million ), in satisfaction of the provision that we recorded during the fourth quarter of 2014. We consider this matter to be closed.
Financial Transactions Tax. Eleven countries in the EU , including Belgium, Germany, Austria and Slovakia, are participating in an enhanced cooperation procedure to introduce a financial transactions tax (the FTT ). Under the draft language of the FTT proposal, a wide range of financial transactions could be taxed at rates of at least 0.01% for derivative transactions based on the notional amount and 0.1% for other covered financial transactions based on the underlying transaction price. Each of the individual countries would be permitted to determine an exact rate, which could be higher than the proposed rates of 0.01% and 0.1% . Any implementation of the FTT could have a global impact because it would apply to all financial transactions where a financial institution is involved (including unregulated entities that engage in certain types of covered activity) and either of the parties (whether the financial institution or its counterparty) is in one of the eleven participating countries. Although ongoing debate in the relevant countries demonstrates continued momentum around the FTT , uncertainty remains as to when the FTT would be implemented and the breadth of its application. Based on our understanding of the current status of the potential FTT , we do not expect that any implementation of the FTT would occur before 2016. Any imposition of the FTT could increase banking fees and introduce taxes on internal transactions that we currently perform. Due to the uncertainty regarding the FTT , we are currently unable to estimate the financial impact that the FTT could have on our results of operations, cash flows or financial position.

Virgin Media VAT Matters. Virgin Media ’s application of the VAT with respect to certain revenue generating activities has been challenged by the U.K. tax authorities. Virgin Media has estimated its maximum exposure in the event of an unfavorable outcome to be £43.3 million ( $68.1 million ) as of June 30, 2015 . No portion of this exposure has been accrued by Virgin Media as the likelihood of loss is not considered to be probable. A court hearing was held at the end of September 2014 in relation to the U.K. tax authorities’ challenge and the court’s decision is not expected prior to September 30, 2015.

On March 19, 2014, the U.K. government announced a change in legislation with respect to the charging of VAT in connection with prompt payment discounts such as those that Virgin Media offers to its fixed-line telephony customers. This change, which took effect on May 1, 2014, resulted in a $24.0 million decrease to Virgin Media ’s revenue during the first half of 2015 , as compared to the corresponding period in 2014 . Recent correspondence from the U.K. government indicates that it may seek to challenge Virgin Media ’s application of the prompt payment discount rules prior to the May 1, 2014 change in legislation. If such a challenge were to be issued by the U.K. government, Virgin Media could be required to make a payment of the challenged amount in order to make an appeal. Virgin Media currently estimates that the challenged amount could be up to approximately £65 million ( $102 million ) before any penalties or interest. Any challenge and subsequent appeal would likely be subject to court proceedings that could delay the ultimate resolution of this matter for an extended period of time. No portion of this potential exposure has been accrued by Virgin Media as no claim has been asserted or assessed and the likelihood of loss is not considered to be probable.

Telenet MVNO Matter. Telenet and Mobistar are currently in dispute over amounts payable to Mobistar with respect to certain provisions of Telenet ’s MVNO agreement with Mobistar (the Mobistar MVNO Agreement ). As part of this dispute, Mobistar initiated legal proceedings against Telenet claiming, among other things, that the migration period after termination or expiration of the Mobistar MVNO Agreement should be shortened from 24 months to six months .  Telenet believes it has strong arguments against Mobistar ’s claims and intends to defend itself vigorously. We cannot currently predict the outcome of these proceedings; however, in the unlikely event that the migration period is shortened, Telenet ’s mobile business could be adversely impacted.

Other Regulatory Issues. Video distribution, broadband internet, fixed-line telephony, mobile and content businesses are regulated in each of the countries in which we operate. The scope of regulation varies from country to country, although in some significant respects regulation in European markets is harmonized under the regulatory structure of the EU . Adverse regulatory developments could subject our businesses to a number of risks. Regulation, including conditions imposed on us by competition or other authorities as a requirement to close acquisitions or dispositions, could limit growth, revenue and the number and types of services offered and could lead to increased operating costs and property and equipment additions. In addition, regulation may restrict our operations and subject them to further competitive pressure, including pricing restrictions, interconnect and other access obligations, and restrictions or controls on content, including content provided by third parties. Failure to comply with current or future regulation could expose our businesses to various penalties. In this regard, during September 2014, VTR received a tariff proposal from the Chilean regulatory authority that would have retroactive effect to June 2012. The tariff proposal represented a significant reduction in the fixed-line termination rates currently charged by VTR , and VTR continued to recognize fixed-line interconnect revenue at the currently enacted rates. In February 2015, the Chilean regulatory authority revised its tariff

55

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



proposal and, as this revised proposal was more in line with market rates, VTR recorded a $3.5 million reduction to its revenue during the first quarter of 2015, representing the impact of the revised tariff proposal from June 2012 through January 2015. Final resolution of the tariff-setting process in Chile is expected to occur during the third quarter of 2015.  VTR believes that any difference between the revised tariff proposal and the final resolution will not be material.

We have security accreditations across a range of business-to-business ( B2B ) products and services in order to increase our offerings to public sector organizations in the U.K. These accreditations are granted subject to periodic reviews of our policies and procedures by U.K. governmental authorities. If we were to fail to maintain these accreditations or obtain new accreditations when required, it could impact our ability to provide certain offerings to the public sector.

In addition to the foregoing items, we have contingent liabilities related to matters arising in the ordinary course of business, including (i) legal proceedings, (ii) issues involving VAT and wage, property and other tax issues and (iii) disputes over interconnection, programming, copyright and carriage fees. While we generally expect that the amounts required to satisfy these contingencies will not materially differ from any estimated amounts we have accrued, no assurance can be given that the resolution of one or more of these contingencies will not result in a material impact on our results of operations, cash flows or financial position in any given period. Due, in general, to the complexity of the issues involved and, in certain cases, the lack of a clear basis for predicting outcomes, we cannot provide a meaningful range of potential losses or cash outflows that might result from any unfavorable outcomes.

( 14 )     Segment Reporting

We generally identify our reportable segments as those consolidated subsidiaries that represent 10% or more of our revenue, Adjusted OIBDA (as defined below) or total assets. In certain cases, we may elect to include an operating segment in our segment disclosure that does not meet the above-described criteria for a reportable segment. We evaluate performance and make decisions about allocating resources to our operating segments based on financial measures such as revenue and Adjusted OIBDA . In addition, we review non-financial measures such as subscriber growth, as appropriate.

Adjusted operating income before depreciation and amortization ( Adjusted OIBDA ) is the primary measure used by our chief operating decision maker to evaluate segment operating performance. Adjusted OIBDA is also a key factor that is used by our internal decision makers to (i) determine how to allocate resources to segments and (ii) evaluate the effectiveness of our management for purposes of annual and other incentive compensation plans. As we use the term, Adjusted OIBDA is defined as operating income before depreciation and amortization, share-based compensation, provisions and provision releases related to significant litigation and impairment, restructuring and other operating items. Other operating items include (a) gains and losses on the disposition of long-lived assets, (b) third-party costs directly associated with successful and unsuccessful acquisitions and dispositions, including legal, advisory and due diligence fees, as applicable, and (c) other acquisition-related items, such as gains and losses on the settlement of contingent consideration. Our internal decision makers believe Adjusted OIBDA is a meaningful measure and is superior to available GAAP measures because it represents a transparent view of our recurring operating performance that is unaffected by our capital structure and allows management to (1) readily view operating trends, (2) perform analytical comparisons and benchmarking between segments and (3) identify strategies to improve operating performance in the different countries in which we operate. We believe our Adjusted OIBDA measure is useful to investors because it is one of the bases for comparing our performance with the performance of other companies in the same or similar industries, although our measure may not be directly comparable to similar measures used by other public companies. Adjusted OIBDA should be viewed as a measure of operating performance that is a supplement to, and not a substitute for, operating income, net earnings or loss, cash flow from operating activities and other GAAP measures of income or cash flows. A reconciliation of total segment Adjusted OIBDA to our loss from continuing operations before income taxes is presented below.
 
During the fourth quarter of 2014, we began presenting (i) our operating segments in the U.K. and Ireland as one combined reportable segment, (ii) our operating segments in Switzerland and Austria as one combined reportable segment and (iii) our UPC DTH operating segment, as described below, as part of our Central and Eastern Europe reportable segment. These changes were made as a result of internal changes in organizational structures, changes in how these segments are evaluated and monitored by the chief operating decision maker and the integration of certain functions within these reportable segments. During the second quarter of 2015, in anticipation of the issuance of the LiLAC Ordinary Shares , we began presenting our operating segment in Puerto Rico as a separate reportable segment. Previously, (a) our operating segments in the U.K. and Switzerland were each separate reportable segments, (b) our operating segments in Ireland and Austria were combined into one reportable segment, “Other Western Europe,” (c) our UPC DTH operating segment was included in the European Operations Division ’s central and other category and

56

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



(d) our operating segment in Puerto Rico was included in our corporate and other category. Segment information for all periods presented reflects the above-described changes. We present only the reportable segments of our continuing operations in the tables below.

As of June 30, 2015 , our reportable segments are as follows:

•
European Operations Division :
•
U.K./Ireland
•
The Netherlands
•
Germany
•
Belgium
•
Switzerland/Austria
•
Central and Eastern Europe

•
LiLAC Division:
•
Chile
•
Puerto Rico

All of the reportable segments set forth above derive their revenue primarily from broadband communications services, including video, broadband internet and fixed-line telephony services. Most of our reportable segments also provide B2B and mobile services. At June 30, 2015 , our operating segments in the European Operations Division provided broadband communications services in 12 European countries and DTH services to customers in the Czech Republic, Hungary, Romania and Slovakia through a Luxembourg-based organization that we refer to as “ UPC DTH .” In addition to UPC DTH , our Central and Eastern Europe segment includes our broadband communications operations in the Czech Republic, Hungary, Poland, Romania and Slovakia. The European Operations Division ’s central and other category includes (i) costs associated with certain centralized functions, including billing systems, network operations, technology, marketing, facilities, finance and other administrative functions, and (ii) intersegment eliminations within the European Operations Division . The corporate and other category for the Liberty Global Group includes less significant consolidated operating segments that provide programming and other services. Intersegment eliminations primarily represent the elimination of intercompany transactions between our broadband communications and programming operations. Inter-group eliminations primarily represent the elimination of intercompany transactions between the Liberty Global Group and the LiLAC Group .
  

57

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



Performance Measures of Our Reportable Segments

The amounts presented below represent 100% of each of our reportable segment’s revenue and Adjusted OIBDA . As we have the ability to control Telenet and Liberty Puerto Rico , we consolidate 100% of the revenue and expenses of these entities in our condensed consolidated statements of operations despite the fact that third parties own significant interests in these entities. The noncontrolling owners’ interests in the operating results of Telenet , Liberty Puerto Rico and other less significant majority-owned subsidiaries are reflected in net earnings or loss attributable to noncontrolling interests in our condensed consolidated statements of operations.
 
Revenue
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
in millions
Liberty Global Group:
 
 
 
 
 
 
 
European Operations Division:
 
 
 
 
 
 
 
U.K./Ireland
$
1,759.6

 
$
1,896.7

 
$
3,471.0

 
$
3,744.2

The Netherlands (a)
683.9

 
316.3

 
1,391.3

 
634.4

Germany
591.0

 
688.8

 
1,188.9

 
1,384.7

Belgium
500.3

 
582.4

 
1,003.0

 
1,156.6

Switzerland/Austria
448.8

 
476.7

 
888.1

 
940.5

Total Western Europe
3,983.6

 
3,960.9

 
7,942.3

 
7,860.4

Central and Eastern Europe
267.2

 
324.5

 
535.4

 
648.4

Central and other
(1.0
)
 
(1.2
)
 
(3.8
)
 
(2.0
)
Total European Operations Division
4,249.8

 
4,284.2

 
8,473.9

 
8,506.8

Corporate and other
12.8

 
17.6

 
25.6

 
36.0

Intersegment eliminations (b)
(7.5
)
 
(6.0
)
 
(15.3
)
 
(13.2
)
Total Liberty Global Group
4,255.1


4,295.8


8,484.2


8,529.6

LiLAC Group:
 
 
 
 
 
 
 
Chile
220.8

 
229.8

 
429.6

 
455.1

Puerto Rico (c)
90.6

 
76.6

 
169.6

 
151.3

Total LiLAC Group
311.4


306.4


599.2


606.4

Inter-group eliminations
—

 
—

 
—

 
(0.1
)
Total
$
4,566.5


$
4,602.2


$
9,083.4


$
9,135.9

______________

(a)
The amounts presented for the 2014 periods exclude the revenue of Ziggo , which was acquired on November 11, 2014.

(b)
Amounts are primarily related to transactions between our European Operations Division and our programming operations.

(c)
The amounts presented for the 2015 periods include the post-acquisition revenue of Choice , which was acquired on June 3, 2015 .


58

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



 
Adjusted OIBDA
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
in millions
Liberty Global Group:
 
 
 
 
 
 
 
European Operations Division:
 
 
 
 
 
 
 
U.K./Ireland
$
805.6

 
$
829.5

 
$
1,568.9

 
$
1,621.1

The Netherlands (a)
371.0

 
185.1

 
738.9

 
368.4

Germany
366.9

 
431.0

 
730.9

 
860.0

Belgium
260.8

 
287.9

 
507.8

 
590.0

Switzerland/Austria
259.7

 
277.4

 
508.5

 
541.8

Total Western Europe
2,064.0

 
2,010.9

 
4,055.0

 
3,981.3

Central and Eastern Europe
118.4

 
147.2

 
236.5

 
305.4

Central and other
(72.7
)
 
(71.9
)
 
(140.6
)
 
(142.8
)
Total European Operations Division
2,109.7

 
2,086.2

 
4,150.9

 
4,143.9

Corporate and other
(52.3
)
 
(59.6
)
 
(104.4
)
 
(105.1
)
Intersegment eliminations (b)
—

 
—

 
—

 
4.0

Total Liberty Global Group
2,057.4


2,026.6


4,046.5


4,042.8

LiLAC Group:
 
 
 
 
 
 
 
LiLAC Division:
 
 
 
 
 
 
 
Chile
87.6

 
85.8

 
163.6

 
168.5

Puerto Rico (c)
40.8

 
33.4

 
74.3

 
62.7

Total LiLAC Division
128.4


119.2


237.9


231.2

Corporate and other
(0.8
)
 
(0.9
)
 
(2.1
)
 
(1.6
)
Total LiLAC Group
127.6


118.3


235.8


229.6

Total
$
2,185.0


$
2,144.9


$
4,282.3


$
4,272.4

______________

(a)
The amounts presented for the 2014 periods exclude the Adjusted OIBDA of Ziggo , which was acquired on November 11, 2014.

(b)
The amount for the six months ended June 30, 2014 is related to transactions between our European Operations Division and the Chellomedia Disposal Group , which eliminations are no longer recorded following the completion of the Chellomedia Transaction on January 31, 2014.

(c)
The amounts presented for the 2015 periods include the post-acquisition Adjusted OIBDA of Choice , which was acquired on June 3, 2015 .

59

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)




The following table provides a reconciliation of total segment Adjusted OIBDA from continuing operations to loss from continuing operations before income taxes:
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
in millions
 
 
 
 
 
 
 
 
Total segment Adjusted OIBDA from continuing operations
$
2,185.0

 
$
2,144.9

 
$
4,282.3

 
$
4,272.4

Share-based compensation
(56.6
)
 
(54.4
)
 
(128.0
)
 
(109.5
)
Depreciation and amortization
(1,477.8
)
 
(1,393.4
)
 
(2,929.2
)
 
(2,770.5
)
Impairment, restructuring and other operating items, net
(25.7
)
 
(27.6
)
 
(42.7
)
 
(141.2
)
Operating income
624.9

 
669.5

 
1,182.4

 
1,251.2

Interest expense
(600.8
)
 
(641.8
)
 
(1,216.7
)
 
(1,295.3
)
Realized and unrealized losses on derivative instruments, net
(679.7
)
 
(328.6
)
 
(61.2
)
 
(705.2
)
Foreign currency transaction gains (losses), net
340.4

 
(36.4
)
 
(695.2
)
 
(57.2
)
Realized and unrealized gains due to changes in fair values of certain investments, net
110.8

 
157.4

 
262.2

 
97.2

Losses on debt modification and extinguishment, net
(73.8
)
 
(53.0
)
 
(348.3
)
 
(73.9
)
Other income (expense), net
(1.7
)
 
(1.7
)
 
(2.7
)
 
11.6

Loss from continuing operations before income taxes
$
(279.9
)
 
$
(234.6
)
 
$
(879.5
)
 
$
(771.6
)


60

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



Property and Equipment Additions of our Reportable Segments

The property and equipment additions of our reportable segments (including capital additions financed under vendor financing or capital lease arrangements) are presented below and reconciled to the capital expenditure amounts included in our condensed consolidated statements of cash flows. For additional information concerning capital additions financed under vendor financing and capital lease arrangements, see note 7 .
 
Six months ended June 30,
 
2015
 
2014
 
in millions
Liberty Global Group:
 
 
 
European Operations Division:
 
 
 
U.K./Ireland
$
723.2

 
$
739.6

The Netherlands (a)
251.9

 
109.4

Germany
268.1

 
280.8

Belgium
139.9

 
211.7

Switzerland/Austria
139.3

 
158.7

Total Western Europe
1,522.4

 
1,500.2

Central and Eastern Europe
113.3

 
106.7

Central and other
162.2

 
135.7

Total European Operations Division
1,797.9

 
1,742.6

Corporate and other
41.7

 
3.9

Total Liberty Global Group
1,839.6

 
1,746.5

LiLAC Group:
 
 
 
Chile
89.6

 
101.3

Puerto Rico (b)
36.3

 
33.2

Total LiLAC Group
125.9

 
134.5

Total property and equipment additions
1,965.5

 
1,881.0

Assets acquired under capital-related vendor financing arrangements
(675.9
)
 
(401.8
)
Assets acquired under capital leases
(74.5
)
 
(89.8
)
Changes in current liabilities related to capital expenditures
47.3

 
12.6

Total capital expenditures
$
1,262.4

 
$
1,402.0

______________

(a)
The amount presented for the 2014 period excludes the property and equipment additions of Ziggo , which was acquired on November 11, 2014.

(b)
The amount presented for the 2015 period includes the post-acquisition property and equipment additions of Choice , which was acquired on June 3, 2015 .

61

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



Revenue by Major Category

Our revenue by major category is set forth below:  
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
in millions
Subscription revenue (a):
 
 
 
 
 
 
 
Video
$
1,607.9

 
$
1,663.5

 
$
3,217.3

 
$
3,305.0

Broadband internet
1,276.7

 
1,190.6

 
2,515.9

 
2,334.5

Fixed-line telephony
801.4

 
833.0

 
1,601.1

 
1,659.4

Cable subscription revenue
3,686.0

 
3,687.1

 
7,334.3

 
7,298.9

Mobile subscription revenue (b)
261.2

 
273.1

 
512.9

 
530.4

Total subscription revenue
3,947.2

 
3,960.2

 
7,847.2

 
7,829.3

B2B revenue (c)
380.5

 
372.0

 
754.4

 
739.0

Other revenue (b) (d)
238.8

 
270.0

 
481.8

 
567.6

Total
$
4,566.5

 
$
4,602.2

 
$
9,083.4

 
$
9,135.9

_______________

(a)
Subscription revenue includes amounts received from subscribers for ongoing services, excluding installation fees and late fees. Subscription revenue from subscribers who purchase bundled services at a discounted rate is generally allocated proportionally to each service based on the standalone price for each individual service. As a result, changes in the standalone pricing of our cable and mobile products or the composition of bundles can contribute to changes in our product revenue categories from period to period.

(b)
Mobile subscription revenue excludes mobile interconnect revenue of $53.1 million and $63.0 million during the three months ended June 30, 2015 and 2014 , respectively, and $107.5 million and $123.8 million during the six months ended June 30, 2015 and 2014 , respectively. Mobile interconnect revenue and revenue from mobile handset sales are included in other revenue.

(c)
B2B revenue includes revenue from business broadband internet, video, voice, mobile and data services offered to medium to large enterprises and, on a wholesale basis, to other operators. We also provide services to certain small office and home office ( SOHO ) subscribers. SOHO subscribers pay a premium price to receive enhanced service levels along with video, broadband internet, fixed-line telephony or mobile services that are the same or similar to the mass marketed products offered to our residential subscribers. Revenue from SOHO subscribers, which aggregated $71.9 million and $55.2 million during the three months ended June 30, 2015 and 2014 , respectively, and $138.5 million and $107.2 million during the six months ended June 30, 2015 and 2014 , respectively, is included in cable subscription revenue.

(d)
Other revenue includes, among other items, interconnect, mobile handset sales, carriage fee and installation revenue .


62

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



Geographic Segments

The revenue of our geographic segments is set forth below:
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
in millions
Liberty Global Group:
 
 
 
 
 
 
 
European Operations Division:
 
 
 
 
 
 
 
U.K.
$
1,662.4

 
$
1,774.6

 
$
3,274.4

 
$
3,502.5

The Netherlands (a)
683.9

 
316.3

 
1,391.3

 
634.4

Germany
591.0

 
688.8

 
1,188.9

 
1,384.7

Belgium
500.3

 
582.4

 
1,003.0

 
1,156.6

Switzerland
357.3

 
365.3

 
704.1

 
718.1

Poland
101.2

 
121.2

 
202.2

 
241.7

Ireland
97.2

 
122.1

 
196.6

 
241.7

Austria
91.5

 
111.4

 
184.0

 
222.4

Hungary
65.2

 
80.6

 
130.2

 
159.3

The Czech Republic
43.8

 
57.5

 
88.2

 
116.3

Romania
38.7

 
43.5

 
77.6

 
87.0

Slovakia
14.8

 
19.6

 
30.0

 
38.8

Other
2.5

 
0.9

 
3.4

 
3.3

Total European Operations Division
4,249.8

 
4,284.2

 
8,473.9

 
8,506.8

Other, including intersegment eliminations
5.3

 
11.6

 
10.3

 
22.8

Total Liberty Global Group
4,255.1


4,295.8


8,484.2


8,529.6

LiLAC Group:
 
 
 
 
 
 
 
Chile
220.8

 
229.8

 
429.6

 
455.1

Puerto Rico (b)
90.6

 
76.6

 
169.6

 
151.3

Total LiLAC Group
311.4


306.4


599.2


606.4

Inter-group eliminations
—

 
—

 
—

 
(0.1
)
Total
$
4,566.5


$
4,602.2


$
9,083.4


$
9,135.9

______________

(a)
The amounts presented for the 2014 periods exclude the revenue of Ziggo , which was acquired on November 11, 2014.

(b)
The amounts presented for the 2015 periods include the post-acquisition revenue of Choice , which was acquired on June 3, 2015 .

63

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



( 15 )      Subsequent Event

Telenet Refinancing Transaction

Telenet Finance VI Luxembourg S.C.A. ( Telenet Finance VI ), a special purpose financing entity that is owned 100% by certain third parties, was created for the primary purposes of facilitating the July 24, 2015 offering of €530.0 million ( $591.1 million ) principal amount of 4.875% senior secured notes due July 15, 2027 (the Telenet Finance VI Notes ). The Telenet Finance VI Notes were issued at 98.885% of par. Telenet Finance VI , which has no material business operations, used the proceeds from the Telenet Finance VI Notes to fund a new additional facility ( Telenet Facility AB ) under the Telenet Credit Facility .

The net proceeds from Telenet Facility AB will be used to prepay the full principal amount of Telenet Facility M under the Telenet Credit Facility , together with accrued and unpaid interest and the related prepayment premium, to Telenet Finance Luxembourg S.C.A. ( Telenet Finance ) and, in turn Telenet Finance will use such proceeds to fully redeem the €500.0 million ( $557.7 million ) outstanding principal amount of its 6.375% senior secured notes.

Telenet Finance VI is dependent on payments from Telenet International under Telenet Facility AB of the Telenet Credit Facility in order to service its payment obligations under the Telenet Finance VI Notes . Although Telenet International has no equity or voting interest in Telenet Finance VI , the Telenet Facility AB loan creates a variable interest in Telenet Finance VI for which Telenet International is the primary beneficiary, as contemplated by GAAP . As such, Telenet International and its parent entities, including Telenet and Liberty Global , are required by the provisions of GAAP to consolidate Telenet Finance VI . Accordingly, the amount outstanding under Telenet Facility AB will be eliminated in Liberty Global ’s consolidated financial statements.

Pursuant to the respective indenture for the Telenet Finance VI Notes (the Telenet SPE Indenture ) and the respective accession agreement for Telenet Facility AB , the call provisions, maturity and applicable interest rate for Telenet Facility AB are the same as those of the related notes. Telenet Finance VI , as a lender under the Telenet Credit Facility , is treated the same as the other lenders under the Telenet Credit Facility , with benefits, rights and protections similar to those afforded to the other lenders. Through the covenants in the Telenet SPE Indenture and the applicable security interests over (i) all of the issued shares of Telenet Finance VI and (ii)  Telenet Finance VI ’s rights under Telenet Facility AB granted to secure the obligations of Telenet Finance VI under Telenet Facility AB , the holders of the Telenet Finance VI Notes are provided indirectly with the benefits, rights, protections and covenants, granted to Telenet Finance VI as a lender under the Telenet Credit Facility .

Telenet Finance VI is prohibited from incurring any additional indebtedness, subject to certain exceptions, under the Telenet SPE Indenture .

Subject to the circumstances described below, the Telenet Finance VI Notes are non-callable until July 15, 2021 (the Telenet SPE Notes Call Date ). If, however, at any time prior to the Telenet SPE Notes Call Date , all or a portion of the loan under Telenet Facility AB is voluntarily prepaid (a Telenet Early Redemption Event ), then Telenet Finance VI will be required to redeem an aggregate principal amount of the Telenet Finance VI Notes equal to the aggregate principal amount of the loan so prepaid under Telenet Facility AB . In general, the redemption price payable will equal 100% of the principal amount of the Telenet Finance VI Notes to be redeemed and a “make-whole” premium, which is the present value of all remaining scheduled interest payments to the Telenet SPE Notes Call Date using the discount rate (as specified in the indenture) as of the redemption date plus 50 basis points .


64

LIBERTY GLOBAL PLC
Notes to Condensed Consolidated Financial Statements — (Continued)
June 30, 2015
(unaudited)



Upon the occurrence of an Telenet Early Redemption Event on or after the Telenet SPE Notes Call Date , Telenet Finance VI will redeem an aggregate principal amount of the Telenet Finance VI Notes equal to the principal amount of Telenet Facility AB prepaid at the following redemption prices (expressed as a percentage of the principal amount), plus accrued and unpaid interest and additional amounts, (as specified in the applicable indenture), if any, to the applicable redemption date, if redeemed during the 12 -month period commencing on July 15 of the years set forth below:
 
 
Redemption price
Year
 
Telenet Finance VI Notes
 
 
 
2021
102.438%
2022
101.219%
2023
100.609%
2024 and thereafter
100.000%

Prior to the Telenet SPE Notes Call Date , during each 12 -month period commencing on the date on which the Telenet Finance VI Notes were issued, Telenet Finance VI may redeem up to 10% of the principal amount of the Telenet Finance VI Notes at a redemption price of 103% of the principal amount of the relevant Telenet Finance VI Notes plus accrued and unpaid interest up to (but excluding) the redemption date.

If there is a change in control (as specified in the indenture) under the Telenet Credit Facility , Telenet Finance VI must offer to repurchase the Telenet Finance VI Notes at a redemption price of 101% .














65

Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis, which should be read in conjunction with our condensed consolidated financial statements and the discussion and analysis included in our 2014 Annual Report on Form 10-K, is intended to assist in providing an understanding of our financial condition, changes in financial condition and results of operations and is organized as follows:

•
Forward-Looking Statements. This section provides a description of certain factors that could cause actual results or events to differ materially from anticipated results or events.
•
Overview. This section provides a general description of our business and recent events.
•
Material Changes in Results of Operations. This section provides an analysis of our results of operations for the three and six months ended June 30, 2015 and 2014 .
•
Material Changes in Financial Condition. This section provides an analysis of our corporate and subsidiary liquidity, condensed consolidated statements of cash flows and contractual commitments.
•
Quantitative and Qualitative Disclosures about Market Risk. This section provides discussion and analysis of the foreign currency, interest rate and other market risk that our company faces.

The capitalized terms used below have been defined in the notes to our condensed consolidated financial statements. In the following text, the terms, “we,” “our,” “our company” and “us” may refer, as the context requires, to Liberty Global or collectively to Liberty Global and its subsidiaries.

Unless otherwise indicated, convenience translations into U.S. dollars are calculated as of June 30, 2015 .
 
Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. To the extent that statements in this Quarterly Report are not recitations of historical fact, such statements constitute forward-looking statements, which, by definition, involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. In particular, statements under Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk may contain forward-looking statements, including statements regarding our business, product, foreign currency and finance strategies, our property and equipment additions, subscriber growth and retention rates, competitive, regulatory and economic factors, the timing and impacts of proposed transactions, the maturity of our markets, the anticipated impacts of new legislation (or changes to existing rules and regulations), anticipated changes in our revenue, costs or growth rates, our liquidity, credit risks, foreign currency risks, target leverage levels, our future projected contractual commitments and cash flows and other information and statements that are not historical fact. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. In addition to the risk factors described in our 2014 Annual Report on Form 10-K and updated herein in Part II, Item 1A, the following are some but not all of the factors that could cause actual results or events to differ materially from anticipated results or events:
 
•
economic and business conditions and industry trends in the countries in which we operate;
•
the competitive environment in the industries in the countries in which we operate, including competitor responses to our products and services;
•
fluctuations in currency exchange rates and interest rates;
•
instability in global financial markets, including sovereign debt issues and related fiscal reforms;
•
consumer disposable income and spending levels, including the availability and amount of individual consumer debt;
•
changes in consumer television viewing preferences and habits;

66

•
consumer acceptance of our existing service offerings, including our enhanced video, broadband internet, fixed-line telephony, mobile and business service offerings, and of new technology, programming alternatives and other products and services that we may offer in the future;
•
our ability to manage rapid technological changes;
•
our ability to maintain or increase the number of subscriptions to our enhanced video, broadband internet, fixed-line telephony and mobile service offerings and our average revenue per household;
•
our ability to provide satisfactory customer service, including support for new and evolving products and services;
•
our ability to maintain or increase rates to our subscribers or to pass through increased costs to our subscribers;
•
our ability to maintain our revenue from channel carriage arrangements, particularly in Germany;
•
the impact of our future financial performance, or market conditions generally, on the availability, terms and deployment of capital;
•
changes in, or failure or inability to comply with, government regulations in the countries in which we operate and adverse outcomes from regulatory proceedings;
•
government intervention that opens our broadband distribution networks to competitors, such as the obligations imposed in Belgium;
•
our ability to obtain regulatory approval and satisfy other conditions necessary to close acquisitions and dispositions, and the impact of conditions imposed by competition and other regulatory authorities in connection with acquisitions, including the impact of the conditions imposed in connection with the acquisition of KBW on our operations in Germany and the Ziggo Acquisition on our operations in the Netherlands;
•
our ability to successfully acquire new businesses and, if acquired, to integrate, realize anticipated efficiencies from, and implement our business plan with respect to, the businesses we have acquired, such as Ziggo and Choice , or may acquire, such as BASE ;
•
changes in laws or treaties relating to taxation, or the interpretation thereof, in the U.K. , U.S. or in other countries in which we operate;
•
changes in laws and government regulations that may impact the availability and cost of credit and the derivative instruments that hedge certain of our financial risks;
•
the ability of suppliers and vendors (including our third-party wireless network providers under our MVNO arrangements) to timely deliver quality products, equipment, software, services and access;
•
the availability of attractive programming for our enhanced video services and the costs associated with such programming, including retransmission and copyright fees payable to public and private broadcasters;
•
uncertainties inherent in the development and integration of new business lines and business strategies;
•
our ability to adequately forecast and plan future network requirements including the costs and benefits associated with the planned U.K. network extension;
•
the availability of capital for the acquisition and/or development of telecommunications networks and services;
•
problems we may discover post-closing with the operations, including the internal controls and financial reporting process, of businesses we acquire;
•
the leakage of sensitive customer data;
•
the outcome of any pending or threatened litigation;
•
the loss of key employees and the availability of qualified personnel;

67

•
changes in the nature of key strategic relationships with partners and joint venturers;
•
our new equity capital structure following the LiLAC Transaction ; and
•
events that are outside of our control, such as political unrest in international markets, terrorist attacks, malicious human acts, natural disasters, pandemics and other similar events.
The broadband distribution and mobile service industries are changing rapidly and, therefore, the forward-looking statements of expectations, plans and intent in this Quarterly Report are subject to a significant degree of risk. These forward-looking statements and the above-described risks, uncertainties and other factors speak only as of the date of this Quarterly Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based. Readers are cautioned not to place undue reliance on any forward-looking statement.

Overview

We are an international provider of video, broadband internet, fixed-line telephony and mobile services, with consolidated operations at June 30, 2015 in 14 countries. Through Virgin Media , we provide (i) video, broadband internet and fixed-line telephony services in the U.K. and Ireland and (ii) mobile services in the U.K. Through Ziggo Group Holding , Unitymedia and Telenet , we provide video, broadband internet, fixed-line telephony and mobile services in the Netherlands, Germany and Belgium, respectively. Through UPC Holding , we also provide (a) video, broadband internet and fixed-line telephony services in seven other European countries and (b) mobile services in four other European countries. The operations of Virgin Media , Ziggo Group Holding , Unitymedia , Telenet and UPC Holding are collectively referred to herein as the “ European Operations Division .” In Chile, we provide video, broadband internet, fixed-line telephony and mobile services through VTR . In Puerto Rico, we provide video, broadband internet and fixed-line telephony services through Liberty Puerto Rico .

We have completed a number of transactions that impact the comparability of our 2015 and 2014 results of operations, including the Choice Acquisition on June 3, 2015, the Ziggo Acquisition on November 11, 2014 and a number of less significant acquisitions during 2015 and 2014 . For further information regarding our pending and completed acquisitions, see note 3 to our condensed consolidated financial statements.
  
On July 1, 2015, we completed the LiLAC Transaction , pursuant to which we (i) reclassified our then outstanding Old Liberty Global Ordinary Shares into Liberty Global Ordinary Shares and (ii) distributed LiLAC Ordinary Shares to holders of our Old Liberty Global Ordinary Shares . The Liberty Global Ordinary Shares and the LiLAC Ordinary Shares are intended to reflect or “track” the economic performance of the Liberty Global Group and the LiLAC Group , respectively. For additional information, see note 1 to our condensed consolidated financial statements.

On January 31, 2014, we completed the Chellomedia Transaction and, accordingly, the Chellomedia Disposal Group is presented as a discontinued operation in our condensed consolidated financial statements for all applicable periods presented. In the following discussion and analysis, the operating statistics, results of operations, cash flows and financial condition that we present and discuss are those of our continuing operations unless otherwise indicated.

Through our subsidiaries and affiliates, we are the largest international broadband communications operator in terms of customers. At June 30, 2015 , we owned and operated networks that passed 52,697,300 homes and served 56,336,300 revenue generating units ( RGU s), consisting of 24,140,100 video subscribers, 17,657,900 broadband internet subscribers and 14,538,300 fixed-line telephony subscribers. In addition, at June 30, 2015 , we served 4,665,800 mobile subscribers.

During the first quarter of 2015, we modified certain video subscriber definitions to better align these definitions with the underlying services received by our subscribers and have replaced our “digital cable” and “analog cable” subscriber definitions with “enhanced video” and “basic video,” respectively. A basic video subscriber receives our video service via an analog video signal or a digital video signal without subscribing to any recurring monthly service that requires the use of encryption-enabling technology. An enhanced video subscriber receives our video service via a digital video signal while subscribing to any recurring monthly service that requires the use of encryption-enabling technology.

Including the effects of acquisitions, we added a total of 314,100 and 385,700 RGU s during the three and six months ended June 30, 2015 , respectively. Excluding the effects of acquisitions ( RGU s added on the acquisition date), but including post-

68

acquisition date changes in RGU s, we added 138,300 and 206,700 RGU s on an organic basis during the three and six months ended June 30, 2015 , respectively, as compared to 238,800 and 583,900 RGU s that we added on an organic basis during the corresponding prior year periods. The organic RGU growth during the three and six months ended June 30, 2015 is primarily attributable to the net effect of (i) decreases of 128,000 and 298,100 basic video RGU s, respectively, (ii) increases of 135,600 and 289,500 broadband internet RGU s, respectively, (iii) increases of 102,800 and 186,000 fixed-line telephony RGU s, respectively, and (iv) increases of 29,600 and 36,900 enhanced video RGU s, respectively.

We have initiated our “Liberty 3.0” program, which is an internally designed effort focused on customer centricity and optimizing our operating model and capital. Over time, we expect that the increased focus on our customers will contribute to growth in our RGU s and revenue and our focus on creating a more efficient operating model will allow us to reduce the cost of performing certain functions and allow us to better control costs. This transformation is expected to occur over the next several years. We believe that the successful implementation of Liberty 3.0 will ultimately lead to organic growth rates for revenue and Adjusted OIBDA that are meaningfully higher than our current consolidated organic growth rates. Nevertheless, our ability to achieve these goals is subject to competitive, economic, regulatory and other factors outside of our control and no assurance can be given that we will be successful in delivering growth rates that are meaningfully higher than our current growth rates for revenue and Adjusted OIBDA .

We are experiencing significant competition from incumbent telecommunications operators (particularly in the Netherlands and, to a lesser extent, Switzerland, where the incumbent telecommunications operators are overbuilding our networks with fiber-to-the-home, -cabinet, -building or -node and advanced digital subscriber line technologies), DTH operators and/or other providers in all of our broadband communications markets. This significant competition, together with the maturation of certain of our markets, has contributed to organic declines in certain of our markets in revenue, RGU s and/or average monthly subscription revenue per average RGU ( ARPU ), the more notable of which include:

(i)
organic declines in overall revenue in the Netherlands during the second quarter of 2015 , as compared to the second quarter of 2014 and the first quarter of 2015 ; and
(ii)
organic declines during the second quarter of 2015 in (a) video RGU s in most of our markets, as declines in our basic video RGU s generally exceeded additions to our enhanced video RGU s (including migrations from basic video) in these markets, (b) fixed-line telephony RGU s in the Netherlands, (c) broadband internet RGU s in the Netherlands and (d) total RGU s in the Netherlands.

In addition to competition, our operations are subject to macroeconomic and political risks that are outside of our control.  For example, high levels of sovereign debt in the U.S. and several European countries in which we operate, combined with weak growth and high unemployment, could lead to fiscal reforms (including austerity measures), tax increases, sovereign debt restructurings, currency instability, increased counterparty credit risk, high levels of volatility and, potentially, disruptions in the credit and equity markets, as well as other outcomes that might adversely impact our company. Given our significant exposure to the euro, the occurrence of any of these events within the eurozone countries could have an adverse impact on, among other matters, our liquidity and cash flows.
Concerns also exist with respect to the Puerto Rico government’s ability to meet its debt obligations. For example, in the beginning of August 2015, it was reported that the Puerto Rico government failed to make a $58 million bond payment. In response, the Puerto Rico government (i) enacted a new tax law in May 2015 that, among other things, provides for an increase in the sales and use tax rate from 7% to 11.5% effective July 1, 2015 and (ii) is currently contemplating austerity and a number of other measures to improve its solvency. Nevertheless, it remains possible, if not likely, that Puerto Rico will be required to restructure its debt obligations to remain solvent. If the fiscal and economic conditions in Puerto Rico were to worsen as a result of these factors, the demand and ability of customers to pay for Liberty Puerto Rico ’s services could be impaired, which in turn could result in declines in Liberty Puerto Rico ’s cash flows and financial condition.

Material Changes in Results of Operations

As noted under Overview above, the comparability of our operating results during 2015 and 2014 is affected by acquisitions. In the following discussion, we quantify the estimated impact of acquisitions on our operating results. The acquisition impact represents our estimate of the difference between the operating results of the periods under comparison that is attributable to an acquisition. In general, we base our estimate of the acquisition impact on an acquired entity’s operating results during the first three months following the acquisition date such that changes from those operating results in subsequent periods are considered to be organic changes. Accordingly, in the following discussion, variances attributed to an acquired entity during the first 12

69

months following the acquisition date represent differences between the estimated acquisition impact and the actual results. Our organic growth percentages may be impacted by the fact that the numerator for the organic growth percentages includes the organic growth of the acquired entity, while the denominator may not include any amounts related to the acquired entity.

Changes in foreign currency exchange rates have a significant impact on our reported operating results as all of our operating segments, except for Puerto Rico, have functional currencies other than the U.S. dollar. Our primary exposure to foreign currency translation effects ( FX ) risk during the three months ended June 30, 2015 was to the euro and British pound sterling as 43.8% and 36.4% of our U.S. dollar revenue during the period was derived from subsidiaries whose functional currencies are the euro and British pound sterling, respectively. In addition, our reported operating results are impacted by changes in the exchange rates for the Swiss franc and other local currencies in Europe, as well as the Chilean peso. The portions of the changes in the various components of our results of operations that are attributable to changes in FX are highlighted under Discussion and Analysis of our Reportable Segments and Discussion and Analysis of our Consolidated Operating Results below. For information concerning applicable foreign currency exchange rates in effect for the periods covered by this Quarterly Report, see Quantitative and Qualitative Disclosures about Market Risk — Foreign Currency Exchange Rates below.

The amounts presented and discussed below represent 100% of each operating segment’s revenue and Adjusted OIBDA . As we have the ability to control Telenet and Liberty Puerto Rico , we consolidate 100% of the revenue and expenses of these entities in our condensed consolidated statements of operations despite the fact that third parties own significant interests in these entities. The noncontrolling owners’ interests in the operating results of Telenet , Liberty Puerto Rico and other less significant majority-owned subsidiaries are reflected in net earnings or loss attributable to noncontrolling interests in our condensed consolidated statements of operations.
    
Discussion and Analysis of our Reportable Segments

General

All of the reportable segments set forth below derive their revenue primarily from broadband communications services, including video, broadband internet and fixed-line telephony services. Most of our reportable segments also provide B2B and mobile services. For detailed information regarding the composition of our reportable segments, including information regarding certain changes to our reportable segments that we made during the fourth quarter of 2014 and the second quarter of 2015, see note 14 to our condensed consolidated financial statements.

The tables presented below in this section provide a separate analysis of each of the line items that comprise Adjusted OIBDA , as further discussed in note 14 to our condensed consolidated financial statements, as well as an analysis of Adjusted OIBDA by reportable segment for the three and six months ended June 30, 2015 and 2014 . These tables present (i) the amounts reported by each of our reportable segments for the current and comparative periods, (ii) the U.S. dollar change and percentage change from period to period and (iii) the organic percentage change from period to period (percentage change after removing FX and the estimated impact of acquisitions). The comparisons that exclude FX assume that exchange rates remained constant at the prior year rate during the comparative periods that are included in each table. We also provide a table showing the Adjusted OIBDA margins of our reportable segments for the three and six months ended June 30, 2015 and 2014 at the end of this section.

The revenue of our reportable segments includes revenue earned from (i) subscribers to our broadband communications and mobile services and (ii) B2B services, interconnect, channel carriage fees, mobile handset sales, installation fees, late fees and advertising revenue. Consistent with the presentation of our revenue categories in note 14 to our condensed consolidated financial statements, we use the term “subscription revenue” in the following discussion to refer to amounts received from subscribers for ongoing services, excluding installation fees and late fees. In the following tables, mobile subscription revenue excludes the related interconnect revenue.

Most of our revenue is derived from jurisdictions that administer VAT or similar revenue-based taxes. Any increases in these taxes could have an adverse impact on our ability to maintain or increase our revenue to the extent that we are unable to pass such tax increases on to our customers. In the case of revenue-based taxes for which we are the ultimate taxpayer, we will also experience increases in our operating expenses and corresponding declines in our Adjusted OIBDA and Adjusted OIBDA margins to the extent of any such tax increases. 

We pay interconnection fees to other telephony providers when calls or text messages from our subscribers terminate on another network, and we receive similar fees from such providers when calls or text messages from their customers terminate on our networks or networks that we access through MVNO or other arrangements. The amounts we charge and incur with

70

respect to fixed-line telephony and mobile interconnection fees are subject to regulatory oversight in many of our markets. To the extent that regulatory authorities introduce fixed-line or mobile termination rate changes, we would experience prospective changes and, in very limited cases, we could experience retroactive changes in our interconnect revenue and/or costs. The ultimate impact of any such changes in termination rates on our Adjusted OIBDA would be dependent on the call or text messaging patterns that are subject to the changed termination rates. For information regarding an ongoing tariff-setting process in Chile, see note 13 to our condensed consolidated financial statements.

Revenue of our Reportable Segments
 
Three months ended June 30,
 
Increase (decrease)
 
Organic increase (decrease)
 
2015
 
2014
 
$
 
%
 
%
 
in millions
 
 
 
 
Liberty Global Group:
 
 
 
 
 
 
 
 
 
European Operations Division:
 
 
 
 
 
 
 
 
 
U.K./Ireland
$
1,759.6

 
$
1,896.7

 
$
(137.1
)
 
(7.2
)
 
3.4

The Netherlands (a)
683.9

 
316.3

 
367.6

 
116.2

 
(5.6
)
Germany
591.0

 
688.8

 
(97.8
)
 
(14.2
)
 
6.3

Belgium
500.3

 
582.4

 
(82.1
)
 
(14.1
)
 
6.4

Switzerland/Austria
448.8

 
476.7

 
(27.9
)
 
(5.9
)
 
2.7

Total Western Europe
3,983.6

 
3,960.9

 
22.7

 
0.6

 
3.5

Central and Eastern Europe
267.2

 
324.5

 
(57.3
)
 
(17.7
)
 
1.4

Central and other
(1.0
)
 
(1.2
)
 
0.2

 
N.M.

 
N.M.

Total European Operations Division
4,249.8

 
4,284.2

 
(34.4
)
 
(0.8
)
 
3.4

Corporate and other
12.8

 
17.6

 
(4.8
)
 
(27.3
)
 
(15.4
)
Intersegment eliminations
(7.5
)
 
(6.0
)
 
(1.5
)
 
N.M.

 
N.M.

Total Liberty Global Group
4,255.1


4,295.8


(40.7
)
 
(0.9
)
 
3.2

LiLAC Group:
 
 
 
 
 
 
 
 
 
Chile
220.8

 
229.8

 
(9.0
)
 
(3.9
)
 
7.1

Puerto Rico (b)
90.6

 
76.6

 
14.0

 
18.3

 
8.6

Total LiLAC Group
311.4


306.4


5.0

 
1.6

 
7.5

Total
$
4,566.5


$
4,602.2


$
(35.7
)
 
(0.8
)
 
3.5


71

 
Six months ended June 30,
 
Increase (decrease)
 
Organic increase (decrease)
 
2015
 
2014
 
$
 
%
 
%
 
in millions
 
 
 
 
Liberty Global Group:
 
 
 
 
 
 
 
 
 
European Operations Division:
 
 
 
 
 
 
 
 
 
U.K./Ireland
$
3,471.0

 
$
3,744.2

 
$
(273.2
)
 
(7.3
)
 
2.9

The Netherlands (a)
1,391.3

 
634.4

 
756.9

 
119.3

 
(3.7
)
Germany
1,188.9

 
1,384.7

 
(195.8
)
 
(14.1
)
 
5.4

Belgium
1,003.0

 
1,156.6

 
(153.6
)
 
(13.3
)
 
6.5

Switzerland/Austria
888.1

 
940.5

 
(52.4
)
 
(5.6
)
 
3.3

Total Western Europe
7,942.3

 
7,860.4

 
81.9

 
1.0

 
3.4

Central and Eastern Europe
535.4

 
648.4

 
(113.0
)
 
(17.4
)
 
1.1

Central and other
(3.8
)
 
(2.0
)
 
(1.8
)
 
N.M.

 
N.M.

Total European Operations Division
8,473.9

 
8,506.8

 
(32.9
)
 
(0.4
)
 
3.2

Corporate and other
25.6

 
36.0

 
(10.4
)
 
(28.9
)
 
(17.1
)
Intersegment eliminations
(15.3
)
 
(13.2
)
 
(2.1
)
 
N.M.

 
N.M.

Total Liberty Global Group
8,484.2

 
8,529.6

 
(45.4
)
 
(0.5
)
 
3.0

LiLAC Group:
 
 
 
 
 
 
 
 
 
Chile
429.6

 
455.1

 
(25.5
)
 
(5.6
)
 
6.0

Puerto Rico (b)
169.6

 
151.3

 
18.3

 
12.1

 
7.2

Total LiLAC Group
599.2

 
606.4

 
(7.2
)
 
(1.2
)
 
6.3

Inter-group eliminations
—

 
(0.1
)
 
0.1

 
N.M.

 
N.M.

Total
$
9,083.4

 
$
9,135.9

 
$
(52.5
)
 
(0.6
)
 
3.2

_______________

(a)
The amounts presented for the 2014 periods exclude the revenue of Ziggo , which was acquired on November 11, 2014.

(b)
The amounts presented for the 2015 periods include the post-acquisition revenue of Choice , which was acquired on June 3, 2015 .

N.M. — Not Meaningful.


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General. While not specifically discussed in the below explanations of the changes in the revenue of our reportable segments, we are experiencing significant competition in all of our broadband communications markets. This competition has an adverse impact on our ability to increase or maintain our RGU s and/or ARPU . For a description of the more notable recent impacts of this competition on our broadband communications markets, see Overview above.

U.K./Ireland . The decreases in U.K./Ireland ’s revenue during the three and six months ended June 30, 2015 , as compared to the corresponding periods in 2014 , include (i) organic increases of $63.6 million or 3.4% and $108.0 million or 2.9% , respectively, (ii) the impact of acquisitions, (iii) the impact of a disposal and (iv) the impact of FX , as set forth below:
 
Three-month period
 
Six-month period
 
Subscription
revenue
 
Non-subscription
revenue
 
Total
 
Subscription
revenue
 
Non-subscription
revenue
 
Total
 
in millions
Increase in cable subscription revenue due to change in:
 
 
 
 
 
 
 
 
 
 
 
Average number of RGUs (a)
$
21.4

 
$
—

 
$
21.4

 
$
44.5

 
$
—

 
$
44.5

ARPU (b)
12.0

 
—

 
12.0

 
19.5

 
—

 
19.5

Total increase in cable subscription revenue
33.4

 
—

 
33.4

 
64.0

 
—

 
64.0

Increase (decrease) in mobile subscription revenue (c)
(2.2
)
 
—

 
(2.2
)
 
1.5

 
—

 
1.5

Total increase in subscription revenue
31.2

 
—

 
31.2

 
65.5

 
—

 
65.5

Increase in B2B revenue (d)
—

 
10.4

 
10.4

 
—

 
18.1

 
18.1

Increase in other non-subscription revenue (e)
—

 
22.0

 
22.0

 
—

 
24.4

 
24.4

Total organic increase
31.2

 
32.4

 
63.6

 
65.5

 
42.5

 
108.0

Impact of acquisitions
—

 
0.8

 
0.8

 
0.4

 
1.6

 
2.0

Impact of a disposal   (f)
—

 
(15.6
)
 
(15.6
)
 
—

 
(26.2
)
 
(26.2
)
Impact of FX
(153.0
)
 
(32.9
)
 
(185.9
)
 
(294.9
)
 
(62.1
)
 
(357.0
)
Total
$
(121.8
)
 
$
(15.3
)
 
$
(137.1
)
 
$
(229.0
)
 
$
(44.2
)
 
$
(273.2
)
_______________

(a)
The increases in cable subscription revenue related to changes in the average numbers of RGU s are primarily attributable to increases in the average numbers of broadband internet and fixed-line telephony RGU s that were only partially offset by declines in Ireland in the average numbers of enhanced, basic and multi-channel multi-point (microwave) distribution system video RGU s.

(b)
The increases in cable subscription revenue related to changes in ARPU are due to the net effect of (i) net increases resulting from the following factors: (a) higher ARPU due to February 2015 and February 2014 price increases for broadband internet, digital video and fixed-line telephony services, (b) lower ARPU due to the impact of higher discounts, (c) higher ARPU due to increases in the proportions of subscribers receiving higher-priced tiers of broadband internet services in U.K./Ireland ’s bundles, (d) lower ARPU due to lower fixed-line telephony call volumes, (e) lower ARPU resulting from the impact of a January 1, 2015 change in how VAT is applied to certain components of our U.K. operations, which reduced Virgin Media ’s revenue by $13.0 million and $25.2 million, respectively, and (f) lower ARPU due to a change in legislation in the U.K. with respect to the charging of VAT , as discussed below, which reduced Virgin Media ’s revenue by $6.1 million and $24.0 million , respectively, and (ii) adverse changes in RGU mix in Ireland.


73

(c)
The changes in mobile subscription revenue relate to Virgin Media and are primarily due to the net effect of (i) increases in the number of customers taking postpaid mobile services, (ii) declines in the number of prepaid mobile customers, (iii) declines of $7.2 million and $10.8 million, respectively, in postpaid mobile services revenue due to the November 2014 introduction of a new mobile program in the U.K. whereby customers can elect to purchase a mobile handset pursuant to a contract that is independent of a mobile airtime services contract (the Freestyle Mobile Proposition ), (iv) decreases of $2.7 million and $5.7 million, respectively, related to the above-described change in VAT applicable to certain components of our U.K. operations and (v) declines in chargeable usage as subscribers moved to higher-limit and unlimited usage bundles for voice and short message service (or SMS ). Revenue associated with handsets sold under the Freestyle Mobile Proposition is recognized upfront and included in other non-subscription revenue, as noted below. Prior to the Freestyle Mobile Proposition , this revenue, which was contingent upon delivering future airtime services, was recognized over the life of the customer contract as part of the monthly fee and included in subscription revenue.

(d)
The increases in B2B revenue are primarily due to the net effect of (i) increases in data revenue, largely attributable to (a) higher volumes and (b) increases of $6.4 million and $13.0 million, respectively, in the U.K. ’s amortization of deferred upfront fees on B2B contracts, and (ii) declines in voice revenue in the U.K. , primarily attributable to declines in usage.

(e)
The increases in other non-subscription revenue are primarily due to the net effect of (i) increases in mobile handset sales, primarily attributable to increases of $30.5 million and $51.9 million, respectively, associated with the November 2014 introduction of the Freestyle Mobile Proposition , (ii) decreases in interconnect revenue of $6.2 million and $11.6 million, respectively, primarily due to declines in mobile SMS termination volume, and (iii) decreases in installation revenue of $4.7 million and $10.5 million, respectively. Under the Freestyle Mobile Proposition , Virgin Media generally recognizes the full sales price for the mobile handset upon delivery, regardless of whether the sales price is received upfront or in installments.

(f)
Represents the estimated impact of the non-cable subscribers in the U.K. that we sold in the fourth quarter of 2014 (the U.K. Non-Cable Disposal ). As of May 31, 2015, substantially all of these non-cable subscribers had been migrated to a third-party.

On March 19, 2014, the U.K. government announced a change in legislation with respect to the charging of VAT in connection with prompt payment discounts such as those that Virgin Media offers to its fixed-line telephony customers. This change, which took effect on May 1, 2014, impacted Virgin Media and some of its competitors. For additional information regarding a potential challenge from the U.K. government regarding Virgin Media’s application of the prompt payment discount rules prior to the May 1, 2014 change in legislation, see note 13 to our condensed consolidated financial statements.

The Netherlands. The increases in the Netherlands’ revenue during the three and six months ended June 30, 2015 , as compared to the corresponding periods in 2014 , are primarily due to the Ziggo Acquisition . Due to the size of the Ziggo Acquisition and the resulting impact on the organic growth rates of the Netherlands, the below discussion and analysis of the Netherlands’ revenue is presented on a pro forma basis as if the results of Ziggo were included along with those of UPC Nederland for the three and six months ended June 30, 2014 . The pro forma revenue amounts for Ziggo are based on Ziggo ’s publicly-reported results for the three and six months ended June 30, 2014 , as adjusted to (i) convert Ziggo ’s publicly-reported results from International Financial Reporting Standards, as adopted by the EU , to GAAP , (ii) conform Ziggo ’s accounting policies to Liberty Global ’s accounting policies and (iii) reflect the impact of the acquisition accounting applied to the Ziggo Acquisition . We believe this pro forma revenue analysis provides the most meaningful comparison of the Netherlands’ revenue.


74

On a pro forma basis, the Netherlands’ revenue decreased $190.0 million or 21.7% and $342.5 million or 19.8% during the three and six months ended June 30, 2015 , as compared to the corresponding periods in 2014 . These decreases include (i) pro forma organic decreases of $26.6 million or 3.1% and $26.2 million or 1.5%, respectively, and (ii) the impact of FX , as set forth below:
 
Three-month period
 
Six-month period
 
Subscription
revenue
 
Non-subscription
revenue
 
Total
 
Subscription
revenue
 
Non-subscription
revenue
 
Total
 
in millions
Pro forma increase (decrease) in cable subscription revenue due to change in:
 
 
 
 
 
 
 
 
 
 
 
Average number of RGUs (a)
$
(9.4
)
 
$
—

 
$
(9.4
)
 
$
(10.9
)
 
$
—

 
$
(10.9
)
ARPU (b)
(6.3
)
 
—

 
(6.3
)
 
1.5

 
—

 
1.5

Total pro forma decrease in cable subscription revenue
(15.7
)
 
—

 
(15.7
)
 
(9.4
)
 
—

 
(9.4
)
Pro forma increase in mobile subscription revenue (c)
4.7

 
—

 
4.7

 
9.9

 
—

 
9.9

Total pro forma increase (decrease) in subscription revenue
(11.0
)
 
—

 
(11.0
)
 
0.5

 
—

 
0.5

Pro forma decrease in B2B revenue (d)
—

 
(2.3
)
 
(2.3
)
 
—

 
(2.7
)
 
(2.7
)
Pro forma decrease in other non-subscription revenue (e)
—

 
(13.3
)
 
(13.3
)
 
—

 
(24.0
)
 
(24.0
)
Total pro forma organic increase (decrease)
(11.0
)
 
(15.6
)
 
(26.6
)
 
0.5

 
(26.7
)
 
(26.2
)
Pro forma impact of FX
(148.1
)
 
(15.3
)
 
(163.4
)
 
(290.3
)
 
(26.0
)
 
(316.3
)
Total
$
(159.1
)
 
$
(30.9
)
 
$
(190.0
)
 
$
(289.8
)
 
$
(52.7
)
 
$
(342.5
)
_______________

(a)
The pro forma decreases in cable subscription revenue related to changes in the average numbers of RGU s are attributable to declines in the average numbers of basic video and fixed-line telephony RGU s that were only partially offset by increases in the average numbers of broadband internet and, for the six-month comparison, enhanced video RGU s. During the three-month period, the average number of enhanced video RGU s declined on a pro forma basis.

(b)
The pro forma changes in cable subscription revenue related to changes in ARPU are due to the net effect of (i) improvements in RGU mix and (ii) net decreases primarily resulting from the following factors: (a) lower ARPU due to decreases in fixed-line telephony call volumes, (b) higher ARPU due to the impact of lower discounts, (c) higher ARPU due to the impact of price increases in March 2015 and October 2014, partially offset by the impact of increases in the proportions of subscribers receiving lower-priced tiers of broadband internet and digital video services in the Netherlands’ bundles and (d) lower ARPU from incremental digital video services.

(c)
The pro forma increases in mobile subscription revenue are primarily due to increases in the average number of mobile subscribers.

(d)
The pro forma decreases in B2B revenue are primarily due to lower revenue from voice services.

(e)
The pro forma decreases in other non-subscription revenue are primarily due to (i) lower revenue due to the impact of a Ziggo parter network agreement that was terminated shortly after the Ziggo Acquisition and (ii) lower revenue from set-top box sales due to an increased emphasis on the rental, as opposed to the sale, of set-top boxes.


75

Germany. The decreases in Germany’s revenue during the three and six months ended June 30, 2015 , as compared to the corresponding periods in 2014 , include (i) organic increases of $43.2 million or 6.3% and $74.9 million or 5.4% , respectively, and (ii) the impact of FX , as set forth below:
 
Three-month period
 
Six-month period
 
Subscription
revenue (a)
 
Non-subscription
revenue (b)
 
Total
 
Subscription
revenue (a)
 
Non-subscription
revenue (b)
 
Total
 
in millions
Increase in cable subscription revenue due to change in:
 
 
 
 
 
 
 
 
 
 
 
Average number of RGUs (c)
$
21.0

 
$
—

 
$
21.0

 
$
46.0

 
$
—

 
$
46.0

ARPU (d)
22.9

 
—

 
22.9

 
43.3

 
—

 
43.3

Total increase in cable subscription revenue
43.9

 
—

 
43.9

 
89.3

 
—

 
89.3

Decrease in mobile subscription revenue
—

 
(0.5
)
 
(0.5
)
 
—

 
—

 
—

Total increase (decrease) in subscription revenue
43.9

 
(0.5
)
 
43.4

 
89.3

 
—

 
89.3

Increase in B2B revenue (e)
—

 
2.9

 
2.9

 
—

 
3.1

 
3.1

Decrease in other non-subscription revenue (f)
—

 
(3.1
)
 
(3.1
)
 
—

 
(17.5
)
 
(17.5
)
Total organic increase (decrease)
43.9

 
(0.7
)
 
43.2

 
89.3

 
(14.4
)
 
74.9

Impact of FX
(129.2
)
 
(11.8
)
 
(141.0
)
 
(247.9
)
 
(22.8
)
 
(270.7
)
Total
$
(85.3
)
 
$
(12.5
)
 
$
(97.8
)
 
$
(158.6
)
 
$
(37.2
)
 
$
(195.8
)
_______________

(a)
Subscription revenue includes revenue from multi-year bulk agreements with landlords or housing associations or with third parties that operate and administer the in-building networks on behalf of housing associations. These bulk agreements, which generally allow for the procurement of the basic video signals at volume-based discounts, provide access to approximately two-thirds of Germany’s video subscribers. Germany’s bulk agreements are, to a significant extent, medium- and long-term contracts. As of June 30, 2015 , bulk agreements covering approximately 35% of the video subscribers that Germany serves through these agreements expire by the end of 2016 or are terminable on 30-days notice. During the three months ended June 30, 2015 , Germany’s 20 largest bulk agreement accounts generated approximately 8% of its total revenue (including estimated amounts billed directly to the building occupants for digital video, broadband internet and fixed-line telephony services). No assurance can be given that Germany’s bulk agreements will be renewed or extended on financially equivalent terms or at all.

(b)
Other non-subscription revenue includes fees received for the carriage of certain channels included in Germany’s basic and enhanced video offerings. This carriage fee revenue is subject to contracts that expire or are otherwise terminable by either party on various dates ranging from 2015 through 2018. The aggregate amount of revenue related to these carriage contracts represented approximately 4% of Germany’s total revenue during the three months ended June 30, 2015 . No assurance can be given that these contracts will be renewed or extended on financially equivalent terms, or at all. Also, our ability to increase the aggregate carriage fees that Germany receives for each channel is limited through 2016 by certain commitments we made to regulators in connection with the acquisition of KBW . 

(c)
The increases in cable subscription revenue related to changes in the average numbers of RGU s are attributable to increases in the average numbers of broadband internet, fixed-line telephony and enhanced video RGU s that were only partially offset by declines in the average number of basic video RGU s.

(d)
The increases in cable subscription revenue related to changes in ARPU are due to (i) net increases primarily resulting from the following factors: (a) higher ARPU due to the impact of price increases in February 2015, November 2014 and September 2014 for broadband internet and video services, partially offset by increases in the proportions of subscribers receiving lower-priced tiers of services in Germany’s bundles, (b) lower ARPU from incremental digital video services, (c) lower ARPU from basic video services, primarily due to the net effect of (1) higher proportions of customers receiving discounted basic video services through certain bulk agreements and (2) higher rates, and (d) higher ARPU from fixed-

76

line telephony services due to the net effect of (I) increases in ARPU associated with the migration of customers to fixed-rate calling plans and related value-added services and (II) decreases in ARPU associated with lower fixed-line telephony call volumes for customers on usage-based calling plans and (ii) improvements in RGU mix. The net increases in cable subscription revenue related to changes in ARPU also include the negative impact of higher bundling and promotional discounts.
 
(e)
The increases in B2B revenue are primarily due to higher revenue from data and voice services.

(f)
The decreases in other non-subscription revenue are due to (i) decreases in interconnect revenue of $1.4 million and $2.5 million, respectively, and (ii) net decreases resulting from individually insignificant changes in other non-subscription revenue categories. In addition, the decrease for the six-month comparison includes the unfavorable impact of $11.9 million of nonrecurring network usage revenue recorded during the first quarter of 2014 that was related to the settlement of prior period amounts.

Belgium. The decreases in Belgium’s revenue during the three and six months ended June 30, 2015 , as compared to the corresponding periods in 2014 , include (i) organic increases of $37.3 million or 6.4% and $74.7 million or 6.5% , respectively, and (ii) the impact of FX , as set forth below:
 
Three-month period
 
Six-month period
 
Subscription
revenue
 
Non-subscription
revenue
 
Total
 
Subscription
revenue
 
Non-subscription
revenue
 
Total
 
in millions
Increase in cable subscription revenue due to change in:
 
 
 
 
 
 
 
 
 
 
 
Average number of RGUs (a)
$
10.4

 
$
—

 
$
10.4

 
$
22.3

 
$
—

 
$
22.3

ARPU (b)
5.0

 
—

 
5.0

 
16.0

 
—

 
16.0

Total increase in cable subscription revenue
15.4

 
—

 
15.4

 
38.3

 
—

 
38.3

Increase in mobile subscription revenue (c)
9.9

 
—

 
9.9

 
18.2

 
—

 
18.2

Total increase in subscription revenue
25.3

 
—

 
25.3

 
56.5

 
—

 
56.5

Increase in B2B revenue (d)
—

 
6.3

 
6.3

 
—

 
10.0

 
10.0

Increase in other non-subscription revenue (e)
—

 
5.7

 
5.7

 
—

 
8.2

 
8.2

Total organic increase
25.3

 
12.0

 
37.3

 
56.5

 
18.2

 
74.7

Impact of FX
(99.8
)
 
(19.6
)
 
(119.4
)
 
(192.9
)
 
(35.4
)
 
(228.3
)
Total
$
(74.5
)
 
$
(7.6
)
 
$
(82.1
)
 
$
(136.4
)
 
$
(17.2
)
 
$
(153.6
)
_______________

(a)
The increases in cable subscription revenue related to changes in the average numbers of RGU s are attributable to increases in the average numbers of fixed-line telephony, broadband internet and enhanced video RGU s that were only partially offset by declines in the average number of basic video RGU s.

(b)
The increases in cable subscription revenue related to changes in ARPU are due to (i) net increases primarily resulting from the following factors: (a) higher ARPU due to (1) the impact of increases in the proportions of subscribers receiving higher-priced tiers of service in Belgium’s current bundles and migrations to higher-priced bundle offerings and (2) February 2015 price increases for certain existing broadband internet, video and fixed-line telephony services and (b) lower ARPU due to the impact of higher bundling and promotional discounts and (ii) improvements in RGU mix.

(c)
The increases in mobile subscription revenue are primarily due to the net effect of (i) increases in the average number of mobile subscribers and (ii) lower ARPU primarily due to reductions in billable usage.

(d)
The increases in B2B revenue are primarily due to higher revenue from (i) information technology security services and related equipment sales and (ii) broadband internet services.

77


(e)
The increases in other non-subscription revenue are primarily due to the net effect of (i) increases in interconnect revenue of $2.7 million and $6.7 million, respectively, primarily attributable to the net effect of (a) growth in mobile customers and (b) lower SMS usage, (ii) decreases in set-top box sales of $2.1 million and $2.8 million, respectively, primarily due to a digital cable migration completed during the third quarter of 2014, and (iii) increases in mobile handset sales of $3.0 million and $2.5 million, respectively. The increases in Belgium’s mobile handset sales, which typically generate relatively low margins, are primarily due to increases in sales to third-party retailers.

For information concerning certain regulatory developments that could have an adverse impact on our revenue in Belgium, see note 13 to our condensed consolidated financial statements.

Switzerland/Austria . The decreases in Switzerland/Austria ’s revenue during the three and six months ended June 30, 2015 , as compared to the corresponding periods in 2014 , include (i) organic increases of $12.9 million or 2.7% and $30.6 million or 3.3% , respectively, (ii) the impact of an acquisition and (iii) the impact of FX , as set forth below:
 
Three-month period
 
Six-month period
 
Subscription
revenue
 
Non-subscription
revenue
 
Total
 
Subscription
revenue
 
Non-subscription
revenue
 
Total
 
in millions
Increase in cable subscription revenue due to change in:
 
 
 
 
 
 
 
 
 
 
 
Average number of RGUs (a)
$
3.4

 
$
—

 
$
3.4

 
$
8.7

 
$
—

 
$
8.7

ARPU (b)
4.2

 
—

 
4.2

 
10.7

 
—

 
10.7

Total increase in cable subscription revenue
7.6

 
—

 
7.6

 
19.4

 
—

 
19.4

Increase in mobile subscription revenue (c)
2.1

 
—

 
2.1

 
3.5

 
—

 
3.5

Total increase in subscription revenue
9.7

 
—

 
9.7

 
22.9

 
—

 
22.9

Increase in B2B revenue (d)
—

 
2.3

 
2.3

 
—

 
6.0

 
6.0

Increase in other non-subscription revenue
—

 
0.9

 
0.9

 
—

 
1.7

 
1.7

Total organic increase
9.7

 
3.2

 
12.9

 
22.9

 
7.7

 
30.6

Impact of an acquisition
1.9

 
(0.1
)
 
1.8

 
3.9

 
(0.3
)
 
3.6

Impact of FX
(34.9
)
 
(7.7
)
 
(42.6
)
 
(70.9
)
 
(15.7
)
 
(86.6
)
Total
$
(23.3
)
 
$
(4.6
)
 
$
(27.9
)
 
$
(44.1
)
 
$
(8.3
)
 
$
(52.4
)
_______________

(a)
The increases in cable subscription revenue related to changes in the average numbers of RGU s are attributable to increases in the average numbers of broadband internet, fixed-line telephony and enhanced video RGU s that were largely offset by declines in the average number of basic video RGU s.

(b)
The increases in cable subscription revenue related to changes in ARPU are primarily due to increases in Switzerland, as Austria’s ARPU increased only slightly. The increases in ARPU in Switzerland are due to (i) improvements in RGU mix and (ii) net increases primarily resulting from the following factors: (a) higher ARPU due to price increases in March 2015, January 2015 and, for the six-month comparison, April 2014 for certain broadband internet, video and fixed-line telephony services, (b) lower ARPU due to the impact of increases in the proportion of subscribers receiving lower-priced tiers of broadband internet services in Switzerland’s bundles, (c) lower ARPU due to the impact of higher bundling discounts and (d) lower ARPU due to decreases in fixed-line telephony call volumes. The increases in ARPU in Austria are primarily due to the net effect of (1) higher ARPU due to January 2015 price increases for video and broadband internet services and (2) lower ARPU due to the impact of higher bundling discounts.

(c)
The increases in mobile subscription revenue are primarily due to increases in the average number of mobile subscribers in Switzerland. Switzerland’s mobile services were launched during the second quarter of 2014.


78

(d)
The increases in B2B revenue are primarily due to higher revenue from voice and data services in Switzerland.

Central and Eastern Europe. The decreases in Central and Eastern Europe’s revenue during the three and six months ended June 30, 2015 , as compared to the corresponding periods in 2014 , include (i) organic increases of $4.5 million or 1.4% and $7.0 million or 1.1% , respectively, and (ii) the impact of FX , as set forth below:
 
Three-month period
 
Six-month period
 
Subscription
revenue
 
Non-subscription
revenue
 
Total
 
Subscription
revenue
 
Non-subscription
revenue
 
Total
 
in millions
Increase (decrease) in cable subscription revenue due to change in:
 
 
 
 
 
 
 
 
 
 
 
Average number of RGUs (a)
$
8.2

 
$
—

 
$
8.2

 
$
16.6

 
$
—

 
$
16.6

ARPU (b)
(5.8
)
 
—

 
(5.8
)
 
(12.1
)
 
—

 
(12.1
)
Total increase in cable subscription revenue
2.4

 
—

 
2.4

 
4.5

 
—

 
4.5

Increase in mobile subscription revenue
0.3

 
—

 
0.3

 
0.4

 
—

 
0.4

Total increase in subscription revenue
2.7

 
—

 
2.7

 
4.9

 
—

 
4.9

Increase in B2B revenue (c)
—

 
1.2

 
1.2

 
—

 
3.2

 
3.2

Increase (decrease) in other non-subscription revenue
—

 
0.6

 
0.6

 
—

 
(1.1
)
 
(1.1
)
Total organic increase
2.7

 
1.8

 
4.5

 
4.9

 
2.1

 
7.0

Impact of FX
(56.2
)
 
(5.6
)
 
(61.8
)
 
(109.6
)
 
(10.4
)
 
(120.0
)
Total
$
(53.5
)
 
$
(3.8
)
 
$
(57.3
)
 
$
(104.7
)
 
$
(8.3
)
 
$
(113.0
)
_______________

(a)
The increases in cable subscription revenue related to changes in the average numbers of RGU s are primarily attributable to the net effect of (i) increases in the average numbers of enhanced video, broadband internet and fixed-line telephony RGU s in Poland, Romania, Hungary and Slovakia, (ii) declines in the average number of basic video RGU s in Poland, Romania, Hungary and Slovakia, (iii) declines in the average numbers of fixed-line telephony and enhanced video RGU s in the Czech Republic and (iv) increases in the average number of RGU s at UPC DTH .

(b)
The decreases in cable subscription revenue related to changes in ARPU are due to the net effect of (i) net decreases primarily resulting from the following factors: (a) lower ARPU due to the impact of higher bundling discounts, primarily in Hungary, Poland and Romania, and (b) lower ARPU resulting from the impact of a January 1, 2015 change in how VAT is calculated for UPC DTH ’s operations in Hungary, the Czech Republic and Slovakia, which reduced UPC DTH ’s revenue by $4.3 million and $8.5 million, respectively, and (ii) improvements in RGU mix.

(c)
The increases in B2B revenue are primarily due to higher revenue from voice services in Poland.




79

Chile. The decreases in Chile’s revenue during the three and six months ended June 30, 2015 , as compared to the corresponding periods in 2014 , include (i) organic increases of $16.3 million or 7.1% and $27.0 million or 6.0% , respectively, and (ii) the impact of FX , as set forth below:
 
Three-month period
 
Six-month period
 
Subscription
revenue
 
Non-subscription
revenue
 
Total
 
Subscription
revenue
 
Non-subscription
revenue
 
Total
 
in millions
Increase in cable subscription revenue due to change in:
 
 
 
 
 
 
 
 
 
 
 
Average number of RGUs (a)
$
5.4

 
$
—

 
$
5.4

 
$
11.2

 
$
—

 
$
11.2

ARPU (b)
5.8

 
—

 
5.8

 
8.2

 
—

 
8.2

Total increase in cable subscription revenue
11.2

 
—

 
11.2

 
19.4

 
—

 
19.4

Increase in mobile subscription revenue (c)
4.6

 
—

 
4.6

 
8.9

 
—

 
8.9

Total increase in subscription revenue
15.8

 
—

 
15.8

 
28.3

 
—

 
28.3

Increase (decrease) in non-subscription revenue (d)
—

 
0.5

 
0.5

 
—

 
(1.3
)
 
(1.3
)
Total organic increase (decrease)
15.8

 
0.5

 
16.3

 
28.3

 
(1.3
)
 
27.0

Impact of FX
(23.4
)
 
(1.9
)
 
(25.3
)
 
(49.6
)
 
(2.9
)
 
(52.5
)
Total
$
(7.6
)
 
$
(1.4
)
 
$
(9.0
)
 
$
(21.3
)
 
$
(4.2
)
 
$
(25.5
)
_______________

(a)
The increases in cable subscription revenue related to changes in the average numbers of RGU s are attributable to increases in the average numbers of broadband internet and enhanced video RGU s that were only partially offset by declines in the average number of basic video and fixed-line telephony RGU s.

(b)
The increases in cable subscription revenue related to changes in ARPU are due to (i) net increases resulting from the following factors: (a) lower ARPU due to the impact of higher promotional and bundling discounts, (b) higher ARPU due to semi-annual inflation and other price adjustments for video, broadband internet and fixed-line telephony services, (c) higher ARPU due to the inclusion of higher-priced tiers of broadband internet and fixed-line telephony services in Chile’s bundles, (d) higher ARPU from incremental digital video services and (e) for the six-month comparison, lower fixed-line telephony ARPU resulting from a $2.5 million adjustment recorded during the first quarter of 2015 to reflect the retroactive application of a proposed tariff on ancillary services provided directly to customers from July 2013 through February 2014 and (ii) improvements in RGU mix.

(c)
The increases in mobile subscription revenue are attributable to increases in (i) the average number of postpaid subscribers, which more than offset decreases in the average number of prepaid subscribers, and (ii) mobile ARPU , primarily due to higher proportions of mobile subscribers on postpaid plans, which generate higher ARPU than prepaid plans.

(d)
The changes in non-subscription revenue are primarily due to the net effect of (i) decreases in interconnect revenue and (ii) increases in installation revenue. The decreases in interconnect revenue include the impact of a proposed tariff reduction on fixed-line termination rates and, for the six-month comparison, a $1.4 million adjustment recorded during the first quarter of 2015 to reflect the retroactive application of this tariff reduction for the period from June 2012 through December 2014.

For information regarding the proposed tariff discussed in (b) and (d) above, see note 13 to our condensed consolidated financial statements.


80

Puerto Rico. The increases in Puerto Rico’s revenue during the three and six months ended June 30, 2015 , as compared to the corresponding periods in 2014 , include (i) organic increases of $6.6 million or 8.6% and $10.9 million or 7.2% , respectively, and (ii) the impact of the Choice Acquisition , as set forth below:
 
Three-month period
 
Six-month period
 
Subscription
revenue
 
Non-subscription
revenue
 
Total
 
Subscription
revenue
 
Non-subscription
revenue
 
Total
 
in millions
Increase (decrease) in cable subscription revenue due to change in:
 
 
 
 
 
 
 
 
 
 
 
Average number of RGUs (a)
$
5.8

 
$
—

 
$
5.8

 
$
12.1

 
$
—

 
$
12.1

ARPU (b)
(0.5
)
 
—

 
(0.5
)
 
(3.7
)
 
—

 
(3.7
)
Total increase in cable subscription revenue
5.3

 
—

 
5.3

 
8.4

 
—

 
8.4

Increase in B2B revenue
—

 
0.6

 
0.6

 
—

 
1.3

 
1.3

Increase in other non-subscription revenue
—

 
0.7

 
0.7

 
—

 
1.2

 
1.2

Total organic increase
5.3

 
1.3

 
6.6

 
8.4

 
2.5

 
10.9

Impact of the Choice Acquisition
6.7

 
0.7

 
7.4

 
6.7

 
0.7

 
7.4

Total
$
12.0

 
$
2.0

 
$
14.0

 
$
15.1

 
$
3.2

 
$
18.3

_______________

(a)
The increases in cable subscription revenue related to changes in the average numbers of RGU s are attributable to increases in the average numbers of fixed-line telephony, broadband internet and enhanced video RGU s.
(b)
The decreases in cable subscription revenue related to changes in ARPU are due to the net effect of (i) adverse changes in RGU mix and (ii) a net increase for the three-month comparison and a net decrease for the six-month comparison resulting from the following factors: (a) lower ARPU due to the impact of bundling discounts, (b) higher ARPU due to the impact of price increases in March 2015 for digital video and broadband internet services and (c) for the six-month comparison, lower ARPU due to an increase in the proportion of subscribers receiving lower-priced tiers of digital video and broadband internet services in Puerto Rico’s bundles.

81


Operating Expenses of our Reportable Segments
 
Three months ended June 30,
 
Increase (decrease)
 
Organic increase (decrease)
 
2015
 
2014
 
$
 
%
 
%
 
in millions
 
 
 
 
Liberty Global Group:
 
 
 
 
 
 
 
 
 
European Operations Division:
 
 
 
 
 
 
 
 
 
U.K./Ireland
$
724.1

 
$
813.4

 
$
(89.3
)
 
(11.0
)
 
(0.1
)
The Netherlands (a)
218.7

 
90.5

 
128.2

 
141.7

 
5.7

Germany
135.3

 
158.3

 
(23.0
)
 
(14.5
)
 
6.0

Belgium
185.5

 
228.6

 
(43.1
)
 
(18.9
)
 
0.5

Switzerland/Austria
125.7

 
135.3

 
(9.6
)
 
(7.1
)
 
2.1

Total Western Europe
1,389.3

 
1,426.1

 
(36.8
)
 
(2.6
)
 
1.3

Central and Eastern Europe
107.6

 
131.3

 
(23.7
)
 
(18.1
)
 
0.8

Central and other
23.9

 
14.4

 
9.5

 
66.0

 
104.8

Total European Operations Division
1,520.8

 
1,571.8

 
(51.0
)
 
(3.2
)
 
2.2

Corporate and other
13.6

 
16.3

 
(2.7
)
 
(16.6
)
 
1.6

Intersegment eliminations
(7.7
)
 
(7.5
)
 
(0.2
)
 
N.M.

 
N.M.

Total Liberty Global Group
1,526.7

 
1,580.6

 
(53.9
)
 
(3.4
)
 
2.1

LiLAC Group:
 
 
 
 
 
 
 
 
 
Chile
96.7

 
102.0

 
(5.3
)
 
(5.2
)
 
5.4

Puerto Rico (b)
39.7

 
33.0

 
6.7

 
20.3

 
10.0

Total LiLAC Group
136.4

 
135.0

 
1.4

 
1.0

 
6.7

Total operating expenses excluding share-based compensation expense
1,663.1

 
1,715.6

 
(52.5
)
 
(3.1
)
 
2.4

Share-based compensation expense
1.4

 
3.6

 
(2.2
)
 
(61.1
)
 
 
Total
$
1,664.5

 
$
1,719.2

 
$
(54.7
)
 
(3.2
)
 
 

82

 
Six months ended June 30,
 
Increase (decrease)
 
Organic increase (decrease)
 
2015
 
2014
 
$
 
%
 
%
 
in millions
 
 
 
 
Liberty Global Group:
 
 
 
 
 
 
 
 
 
European Operations Division:
 
 
 
 
 
 
 
 
 
U.K./Ireland
$
1,448.5

 
$
1,630.7

 
$
(182.2
)
 
(11.2
)
 
(0.8
)
The Netherlands (a)
444.3

 
186.6

 
257.7

 
138.1

 
8.7

Germany
279.6

 
320.3

 
(40.7
)
 
(12.7
)
 
7.1

Belgium
389.0

 
435.1

 
(46.1
)
 
(10.6
)
 
9.5

Switzerland/Austria
250.7

 
270.6

 
(19.9
)
 
(7.4
)
 
1.9

Total Western Europe
2,812.1

 
2,843.3

 
(31.2
)
 
(1.1
)
 
2.6

Central and Eastern Europe
217.5

 
254.4

 
(36.9
)
 
(14.5
)
 
4.6

Central and other
41.8

 
30.7

 
11.1

 
36.2

 
68.2

Total European Operations Division
3,071.4

 
3,128.4

 
(57.0
)
 
(1.8
)
 
3.4

Corporate and other
27.5

 
32.1

 
(4.6
)
 
(14.3
)
 
4.8

Intersegment eliminations
(15.8
)
 
(18.1
)
 
2.3

 
N.M.

 
N.M.

Total Liberty Global Group
3,083.1

 
3,142.4

 
(59.3
)
 
(1.9
)
 
3.4

LiLAC Group:
 
 
 
 
 
 
 
 
 
Chile
189.9

 
203.4

 
(13.5
)
 
(6.6
)
 
4.7

Puerto Rico (b)
75.3

 
67.4

 
7.9

 
11.7

 
6.7

Total LiLAC Group
265.2

 
270.8

 
(5.6
)
 
(2.1
)
 
5.2

Inter-group eliminations
—

 
(0.1
)
 
0.1

 
N.M.

 
N.M.

Total operating expenses excluding share-based compensation expense
3,348.3

 
3,413.1

 
(64.8
)
 
(1.9
)
 
3.5

Share-based compensation expense
2.1

 
4.9

 
(2.8
)
 
(57.1
)
 
 
Total
$
3,350.4

 
$
3,418.0

 
$
(67.6
)
 
(2.0
)
 
 
_______________

(a)
The amounts presented for the 2014 periods exclude the operating expenses of Ziggo , which was acquired on November 11, 2014.

(b)
The amounts presented for the 2015 periods include the post-acquisition operating expenses of Choice , which was acquired on June 3, 2015 .

N.M. — Not Meaningful.

General. Operating expenses include programming and copyright, network operations, mobile access and interconnect, customer operations, customer care, share-based compensation and other costs related to our operations. We do not include share-based compensation in the following discussion and analysis of the operating expenses of our reportable segments as share-based compensation expense is not included in the performance measures of our reportable segments. Share-based compensation expense is discussed under Discussion and Analysis of Our Consolidated Operating Results below. Programming and copyright costs, which represent a significant portion of our operating costs, are expected to rise in future periods as a result of (i) growth in the number of our enhanced video subscribers, (ii) higher costs associated with the expansion of our digital video content, including rights associated with ancillary product offerings and rights that provide for the broadcast of live sporting events, and (iii) rate increases. In addition, we are subject to inflationary pressures with respect to our labor and other costs and foreign currency exchange risk with respect to costs and expenses that are denominated in currencies other than the respective functional currencies of our operating segments ( non-functional currency expenses ). Any cost increases that we are not able to pass on to our subscribers through rate increases would result in increased pressure on our operating margins.


83

European Operations Division . The European Operations Division ’s operating expenses (exclusive of share-based compensation expense ) decreased $51.0 million or 3.2% and $57.0 million or 1.8% during the three and six months ended June 30, 2015 , respectively, as compared to the corresponding periods in 2014 . These decreases include (i) increases of $163.8 million and $323.9 million, respectively, attributable to the impacts of the Ziggo Acquisition and other less significant acquisitions and (ii) decreases of $12.4 million and $20.9 million, respectively, attributable to the U.K. Non-Cable Disposal . Excluding the effects of acquisitions, the U.K. Non-Cable Disposal and FX , the European Operations Division ’s operating expenses increased $34.4 million or 2.2% and $105.2 million or 3.4% , respectively. These increases include the following factors:

•
Increases in programming and copyright costs of $44.5 million or 9.1% and $97.6 million or 10.1%, respectively, primarily due to increases in U.K./Ireland related to higher costs for certain premium and basic content and, to a much lesser extent, increases in Germany and Switzerland/Austria due to growth in the numbers of enhanced video subscribers and higher costs for certain premium content. The increases in programming and copyright costs also include the net impacts of certain nonrecurring adjustments of $11.6 million and $29.6 million, respectively, related to the settlement or reassessment of operational contingencies. The nonrecurring adjustments recorded during 2015 resulted in lower costs of $2.6 million in Switzerland/Austria , $2.5 million in Belgium and $1.7 million in U.K./Ireland during the first quarter of 2015. The nonrecurring adjustments recorded during 2014 resulted in lower costs of (i) $17.5 million in Belgium and $7.3 million in Poland during the first quarter of 2014 and (ii) $11.6 million in U.K./Ireland during the second quarter of 2014. As a result of a new programming contract signed by Virgin Media, we anticipate that, beginning on August 1, 2015, Virgin Media will experience a meaningful increase in its programming costs. While Virgin Media expects to be able to pass on a substantial portion of this cost increase to its subscribers through a recently-announced rate increase that will become effective in September 2015, no assurance can be given that this will be the case;

•
Decreases in network-related expenses of $20.1 million or 9.6% and $42.1 million or 9.7%, respectively, due in part to the impact of a reduction in local authority charges for certain elements of network infrastructure in the U.K. resulting in (i) non-recurring benefits during the first and second quarters of 2015 of $8.9 million and $11.8 million, respectively, and (ii) recurring benefits of $6.0 million and $6.7 million during the first and second quarters of 2015, respectively, arising from successful appeals during the last half of 2014 and the first half of 2015. The decreases in network-related expenses also include (a) a $5.0 million non-recurring decrease for each comparison associated with the reassessment of an accrual in U.K./Ireland during the second quarter of 2015, (b) lower outsourced labor costs associated with customer-facing activities in U.K./Ireland , (c) increases in network maintenance costs, primarily in the European Operations Division ’s central operations, and (d) increases in third-party costs incurred in the Netherlands of $1.0 million and $3.0 million, respectively, related to the harmonization of the Ziggo and UPC Nederland networks following the Ziggo Acquisition . In addition, the decrease for the six-month comparison includes (1) a decrease in network and customer premises equipment maintenance costs, primarily in Belgium, and (2) a $1.8 million decrease due to the impact of an accrual release in the first quarter of 2015 associated with the reassessment of an operational contingency in U.K./Ireland ;

•
Increases in outsourced labor and professional fees of $7.4 million or 8.4% and $31.4 million or 17.3%, respectively, due to the net effect of (i) higher call center costs in the Netherlands and Belgium, (ii) higher consulting costs, primarily in Belgium and Germany, and (iii) for the three-month comparison, lower call center costs in U.K./Ireland and Germany. The higher call center costs in the Netherlands represent third-party costs that are primarily related to network and product harmonization activities following the Ziggo Acquisition that, together with certain other third-party customer care costs, accounted for increases of $4.0 million and $16.4 million, respectively;

•
Increases in mobile handset costs of $10.3 million and $21.4 million, respectively, largely due to the net impact of (i) increases in the proportion of higher value handsets sold in U.K./Ireland , due in part to the Freestyle Mobile Proposition , (ii) decreases in costs as a result of continued growth of subscriber identification module or “SIM”-only contracts in U.K./Ireland and (iii) increases in mobile handset sales to third-party retailers, primarily in Switzerland/Austria . In addition, the increase for the six-month comparison includes higher costs associated with subscriber promotions involving free or heavily-discounted handsets in Belgium;

•
Increases in information technology-related expenses of $8.6 million and $14.6 million, respectively, due to higher software and other information technology-related service and maintenance costs in U.K./Ireland and the European Operations Division ’s central operations;


84

•
An increase (decrease) in bad debt and collection expense of $1.9 million or 5.6% and ($4.2 million) or (5.6%), respectively, primarily due to (i) decreases in U.K./Ireland and Poland and (ii) for the three-month comparison, increases in the Netherlands, Belgium and Germany;

•
An increase (decrease) in mobile access and interconnect costs of ($8.1 million) or (3.2%) and $4.1 million or 0.8%, respectively, primarily due to the net effect of (i) increased costs in U.K./Ireland and Belgium attributable to mobile subscriber growth, (ii) lower fixed-line telephony call volumes in U.K./Ireland and, to a lesser extent, the Netherlands and (iii) for the six-month comparison, a $2.7 million increase in Belgium due to the impact of an accrual release in the first quarter of 2014 associated with the reassessment of an operational contingency. In addition, the decrease for the three-month comparison includes a decline resulting from lower rates in U.K./Ireland ; and

•
A decrease of $3.5 million during each period due to an accrual release recorded in U.K./Ireland during the second quarter of 2015 related to the settlement of an operational contingency.

LiLAC Group . The LiLAC Group ’s operating expenses (exclusive of share-based compensation expense) increased (decreased) $1.4 million or 1.0% and ( $5.6 million ) or ( 2.1% ) during the three and six months ended June 30, 2015 , respectively, as compared to the corresponding periods in 2014 . These changes include an increase of $3.4 million during each period attributable to the impact of the Choice Acquisition . Excluding the effects of this acquisition and FX , the LiLAC Group ’s operating expenses increased $9.0 million or 6.7% and $14.2 million or 5.2% , respectively. These increases include the following factors:

•
Increases in programming and copyright costs of $7.0 million or 12.0% and $11.8 million or 10.0%, respectively, primarily associated with (i) increases in Chile and, to a lesser extent, Puerto Rico, due to growth in the numbers of enhanced video subscribers and, in the case of Puerto Rico, increased costs for certain content and (ii) increases of $1.0 million and $2.2 million, respectively, arising from foreign currency exchange rate fluctuations with respect to Chile’s U.S. dollar denominated programming contracts. During the three and six months ended June 30, 2015 , $15.9 million or 44.5% and $25.5 million or 36.7%, respectively, of Chile’s programming costs were denominated in U.S. dollars;

•
Decreases in personnel costs of $2.0 million or 13.4% and $3.4 million or 11.2%, respectively, largely due to (i) lower incentive compensation costs in Chile and (ii) decreased costs related to higher proportions of capitalizable activities in Chile;

•
Increases in outsourced labor and professional fees of $0.6 million or 7.7% and $2.0 million or 12.7%, respectively, primarily due to higher call center costs in Chile; and

•
Increases in mobile access and interconnect costs of $1.2 million or 6.4% and $1.5 million or 4.1%, respectively, primarily attributable to the net effect of (i) decreases of $0.8 million and $3.2 million, respectively, in mobile access charges in Chile due to a February 2015 tariff decline that was retroactive to May 2014, including decreases of $0.7 million and $2.5 million, respectively, related to 2014 access charges, (ii) increases in Chile related to (a) higher roaming costs due to the impact of increased volumes and (b) higher interconnect costs resulting from increased rates and call volumes and (iii) increases in Puerto Rico related to additional capacity agreements with third-party internet providers.


85

SG&A Expenses of our Reportable Segments 
 
Three months ended June 30,
 
Increase (decrease)
 
Organic increase (decrease)
 
2015
 
2014
 
$
 
%
 
%
 
in millions
 
 
 
 
Liberty Global Group:
 
 
 
 
 
 
 
 
 
European Operations Division:
 
 
 
 
 
 
 
 
 
U.K./Ireland
$
229.9

 
$
253.8

 
$
(23.9
)
 
(9.4
)
 
0.2

The Netherlands (a)
94.2

 
40.7

 
53.5

 
131.4

 
(11.3
)
Germany
88.8

 
99.5

 
(10.7
)
 
(10.8
)
 
10.6

Belgium
54.0

 
65.9

 
(11.9
)
 
(18.1
)
 
1.5

Switzerland/Austria
63.4

 
64.0

 
(0.6
)
 
(0.9
)
 
8.7

Total Western Europe
530.3

 
523.9

 
6.4

 
1.2

 
2.5

Central and Eastern Europe
41.2

 
46.0

 
(4.8
)
 
(10.4
)
 
9.8

Central and other
47.8

 
56.3

 
(8.5
)
 
(15.1
)
 
10.2

Total European Operations Division
619.3

 
626.2

 
(6.9
)
 
(1.1
)
 
3.7

Corporate and other
51.5

 
60.9

 
(9.4
)
 
(15.4
)
 
(9.1
)
Intersegment eliminations
0.2

 
1.5

 
(1.3
)
 
N.M.

 
N.M.

Total Liberty Global Group
671.0

 
688.6

 
(17.6
)
 
(2.6
)
 
2.4

LiLAC Group:
 
 
 
 
 
 
 
 
 
LiLAC Division:
 
 
 
 
 
 
 
 
 
Chile
36.5

 
42.0

 
(5.5
)
 
(13.1
)
 
(3.1
)
Puerto Rico (b)
10.1

 
10.2

 
(0.1
)
 
(1.0
)
 
(11.3
)
Total LiLAC Division
46.6


52.2


(5.6
)
 
(10.7
)
 
(4.3
)
Corporate and other
0.8

 
0.9

 
(0.1
)
 
(11.1
)
 
(11.1
)
Total LiLAC Group
47.4


53.1


(5.7
)
 
(10.7
)
 
(4.4
)
Total SG&A expenses excluding share-based compensation expense
718.4

 
741.7

 
(23.3
)
 
(3.1
)
 
1.9

Share-based compensation expense
55.2

 
50.8

 
4.4

 
8.7

 
 
Total
$
773.6

 
$
792.5

 
$
(18.9
)
 
(2.4
)
 
 

86

 
Six months ended June 30,
 
Increase (decrease)
 
Organic increase (decrease)
 
2015
 
2014
 
$
 
%
 
%
 
in millions
 
 
 
 
Liberty Global Group:
 
 
 
 
 
 
 
 
 
European Operations Division:
 
 
 
 
 
 
 
 
 
U.K./Ireland
$
453.6

 
$
492.4

 
$
(38.8
)
 
(7.9
)
 
1.6

The Netherlands (a)
208.1

 
79.4

 
128.7

 
162.1

 
9.0

Germany
178.4

 
204.4

 
(26.0
)
 
(12.7
)
 
7.2

Belgium
106.2

 
131.5

 
(25.3
)
 
(19.2
)
 
(0.9
)
Switzerland/Austria
128.9

 
128.1

 
0.8

 
0.6

 
10.7

Total Western Europe
1,075.2

 
1,035.8

 
39.4

 
3.8

 
4.1

Central and Eastern Europe
81.4

 
88.6

 
(7.2
)
 
(8.1
)
 
12.4

Central and other
95.0

 
110.1

 
(15.1
)
 
(13.7
)
 
11.9

Total European Operations Division
1,251.6

 
1,234.5

 
17.1

 
1.4

 
5.4

Corporate and other
102.5

 
109.0

 
(6.5
)
 
(6.0
)
 
1.4

Intersegment eliminations
0.5

 
0.9

 
(0.4
)
 
N.M.

 
N.M.

Total Liberty Global Group
1,354.6

 
1,344.4

 
10.2

 
0.8

 
5.0

LiLAC Group:
 
 
 
 
 
 
 
 
 
LiLAC Division:
 
 
 
 
 
 
 
 
 
Chile
76.1

 
83.2

 
(7.1
)
 
(8.5
)
 
3.0

Puerto Rico (b)
20.0

 
21.2

 
(1.2
)
 
(5.7
)
 
(10.6
)
Total LiLAC Division
96.1

 
104.4

 
(8.3
)
 
(8.0
)
 
0.1

Corporate and other
2.1

 
1.6

 
0.5

 
31.3

 
31.3

Total LiLAC Group
98.2

 
106.0

 
(7.8
)
 
(7.4
)
 
0.6

Total SG&A expenses excluding share-based compensation expense
1,452.8

 
1,450.4

 
2.4

 
0.2

 
4.7

Share-based compensation expense
125.9

 
104.6

 
21.3

 
20.4

 
 
Total
$
1,578.7

 
$
1,555.0

 
$
23.7

 
1.5

 
 
_______________

(a)
The amounts presented for the 2014 periods exclude the SG&A expenses of Ziggo , which was acquired on November 11, 2014.

(b)
The amounts presented for the 2015 periods include the post-acquisition SG&A expenses of Choice , which was acquired on June 3, 2015 .

N.M. — Not Meaningful.

General. SG&A expenses include human resources, information technology, general services, management, finance, legal and sales and marketing costs, share-based compensation and other general expenses. We do not include share-based compensation in the following discussion and analysis of the SG&A expenses of our reportable segments as share-based compensation expense is not included in the performance measures of our reportable segments. Share-based compensation expense is discussed under Discussion and Analysis of Our Consolidated Operating Results below. As noted under Operating Expenses of our Reportable Segments above, we are subject to inflationary pressures with respect to our labor and other costs and foreign currency exchange risk with respect to non-functional currency expenses .


87

European Operations Division . The European Operations Division ’s SG&A expenses (exclusive of share-based compensation expense) increased (decreased) ( $6.9 million ) or ( 1.1% ) and $17.1 million or 1.4% , respectively, during the three and six months ended June 30, 2015 , as compared to the corresponding periods in 2014 . This increase (decrease) includes increases of $80.9 million and $169.4 million, respectively, attributable to the impacts of the Ziggo Acquisition and other less significant acquisitions. Excluding the effects of acquisitions and FX , the European Operations Division ’s SG&A expenses increased $23.3 million or 3.7% and $66.4 million or 5.4% , respectively. These increases includes the following factors:

•
Increases in sales and marketing costs of $12.7 million or 5.8% and $22.5 million or 5.2%, respectively, primarily due to (i) higher costs associated with advertising campaigns in Switzerland/Austria , Belgium, U.K./Ireland and Hungary, (ii) higher third-party sales commissions, as increases in Germany more than offset declines in U.K./Ireland , and (iii) higher third-party costs in the Netherlands of $3.4 million and $4.9 million, respectively, related to rebranding activities following the Ziggo Acquisition;

•
Increases in outsourced labor and professional fees of $8.9 million and 24.3% and $15.1 million or 21.8%, respectively, primarily due to the net effect of (i) increased consulting costs associated with scale initiatives in the areas of information technology and finance, primarily in the European Operations Division ’s central operations, (ii) decreased consulting costs related to strategic initiatives in Germany, (iii) increased consulting costs related to integration activities in the Netherlands of $1.2 million and $2.8 million, respectively, and (iv) decreased legal costs in U.K./Ireland ;

•
A decrease of $10.4 million during each period due to an accrual release recorded during the second quarter of 2015 related to the resolution of a contingency associated with universal service obligations in Belgium;

•
An increase (decrease) in personnel costs of ($1.8 million) or (0.7%) and $10.2 million or 2.0%, respectively, primarily due to the net effect of (i) annual wage increases, primarily in U.K./Ireland , (ii) increased staffing levels, primarily in Switzerland/Austria and Germany, (iii) higher incentive compensation costs, primarily in Germany and, for the six-month comparison, the European Operations Division ’s central operations and Belgium, (iv) lower incentive compensation costs, primarily in U.K./Ireland and the Netherlands, and (v) higher temporary personnel costs in the Netherlands of $0.5 million and $1.6 million, respectively, related to integration activities in connection with the Ziggo Acquisition;

•
Increases in information technology-related expenses of $5.6 million or 14.3% and $9.2 million or 12.4%, respectively, primarily due to the net effect of (i) higher software and other information technology-related maintenance costs, primarily in Germany, U.K./Ireland and the European Operations Division ’s central operations, and (ii) for the six-month comparison, a $2.1 million decrease associated with the reassessment of an accrual in Belgium during the first quarter of 2015;

•
Increases in facilities expenses of $2.5 million or 5.0% and $3.9 million or 4.0%, respectively, primarily due to higher rent for office and retail space in Switzerland/Austria ; and

•
Net increases resulting from individually insignificant changes in other SG&A categories.

LiLAC Division . The LiLAC Division ’s SG&A expenses (exclusive of share-based compensation expense) decreased $5.6 million or 10.7% and $8.3 million or 8.0% during the three and six months ended June 30, 2015 , respectively, as compared to the corresponding periods in 2014 . These changes include an increase of $1.1 million during each period attributable to the impact of the Choice Acquisition . Excluding the effects of this acquisition and FX , the LiLAC Division ’s SG&A expenses increased (decreased) ( $2.2 million ) or ( 4.3% ) and $0.2 million or 0.1% , respectively. This increase (decrease) includes the following factors:
•
An increase (decrease) in sales and marketing costs of ($0.8 million) or (5.2%) and $2.6 million or 8.0%, respectively, primarily due to the net effect of (i) a decrease for the three-month comparison and an increase for the six-month comparison in advertising costs in Chile and (ii) higher third-party sales commissions in Chile;

•
An increase (decrease) in personnel costs of $0.3 million or 1.5% and ($1.1 million) or (3.2%), respectively. The net decrease for the six-month comparison is primarily due to lower severance and incentive compensation costs in Chile. In addition, individually insignificant changes in various other personnel cost categories impacted both periods;


88

•
Decreases of $1.4 million and $0.8 million due to lower costs associated with the national gross receipts tax implemented in Puerto Rico in July 2014. Liberty Puerto Rico recorded the $0.8 million impact of this tax for the first six months of 2014 during the second quarter of 2014, as the tax had retroactive effect to January 1, 2014. During the second quarter of 2015, Liberty Puerto Rico reversed the $0.6 million impact of this tax that was recorded during the first quarter of 2015 after it was determined that the tax would not be continued beyond 2014; and

•
Decreases in outsourced labor and professional fees of $0.3 million or 9.2% and $0.5 million or 8.0%, respectively. The decrease for the six-month comparison is primarily due to the net effect of (i) lower fees associated with legal proceedings in Puerto Rico and (ii) an increase in consulting costs in Chile.

Adjusted OIBDA of our Reportable Segments

Adjusted OIBDA is the primary measure used by our chief operating decision maker to evaluate segment operating performance. For the definition of this performance measure and for a reconciliation of total segment Adjusted OIBDA to our loss from continuing operations before income taxes, see note 14 to our condensed consolidated financial statements.
 
Three months ended June 30,
 
Increase (decrease)
 
Organic increase (decrease)
 
2015
 
2014
 
$
 
%
 
%
 
in millions
 
 
 
 
Liberty Global Group:
 
 
 
 
 
 
 
 
 
European Operations Division:
 
 
 
 
 
 
 
 
 
U.K./Ireland
$
805.6

 
$
829.5

 
$
(23.9
)
 
(2.9
)
 
7.7

The Netherlands (a)
371.0

 
185.1

 
185.9

 
100.4

 
(9.9
)
Germany
366.9

 
431.0

 
(64.1
)
 
(14.9
)
 
5.4

Belgium
260.8

 
287.9

 
(27.1
)
 
(9.4
)
 
12.2

Switzerland/Austria
259.7

 
277.4

 
(17.7
)
 
(6.4
)
 
1.7

Total Western Europe
2,064.0

 
2,010.9

 
53.1

 
2.6

 
5.4

Central and Eastern Europe
118.4

 
147.2

 
(28.8
)
 
(19.6
)
 
(0.8
)
Central and other
(72.7
)
 
(71.9
)
 
(0.8
)
 
(1.1
)
 
(24.2
)
Total European Operations Division
2,109.7

 
2,086.2

 
23.5

 
1.1

 
4.3

Corporate and other
(52.3
)
 
(59.6
)
 
7.3

 
12.2

 
4.9

Total Liberty Global Group
2,057.4

 
2,026.6

 
30.8

 
1.5

 
4.6

LiLAC Group:
 
 
 
 
 
 
 
 
 
LiLAC Division:
 
 
 
 
 
 
 
 
 
Chile
87.6

 
85.8

 
1.8

 
2.1

 
13.9

Puerto Rico (b)
40.8

 
33.4

 
7.4

 
22.2

 
13.3

Total LiLAC Division
128.4

 
119.2

 
9.2

 
7.7

 
13.7

Corporate and other
(0.8
)
 
(0.9
)
 
0.1

 
11.1

 
11.1

Total LiLAC Group
127.6

 
118.3

 
9.3

 
7.9

 
13.9

Total
$
2,185.0

 
$
2,144.9

 
$
40.1

 
1.9

 
5.1


89

 
Six months ended June 30,
 
Increase (decrease)
 
Organic increase (decrease)
 
2015
 
2014
 
$
 
%
 
%
 
in millions
 
 
 
 
Liberty Global Group:
 
 
 
 
 
 
 
 
 
European Operations Division:
 
 
 
 
 
 
 
 
 
U.K./Ireland
$
1,568.9

 
$
1,621.1

 
$
(52.2
)
 
(3.2
)
 
7.0

The Netherlands (a)
738.9

 
368.4

 
370.5

 
100.6

 
(12.8
)
Germany
730.9

 
860.0

 
(129.1
)
 
(15.0
)
 
4.4

Belgium
507.8

 
590.0

 
(82.2
)
 
(13.9
)
 
5.8

Switzerland/Austria
508.5

 
541.8

 
(33.3
)
 
(6.1
)
 
2.2

Total Western Europe
4,055.0

 
3,981.3

 
73.7

 
1.9

 
3.8

Central and Eastern Europe
236.5

 
305.4

 
(68.9
)
 
(22.6
)
 
(5.1
)
Central and other
(140.6
)
 
(142.8
)
 
2.2

 
1.5

 
(21.5
)
Total European Operations Division
4,150.9

 
4,143.9

 
7.0

 
0.2

 
2.5

Corporate and other
(104.4
)
 
(105.1
)
 
0.7

 
0.7

 
(9.0
)
Intersegment eliminations
—

 
4.0

 
(4.0
)
 
N.M.

 
N.M.

Total Liberty Global Group
4,046.5

 
4,042.8

 
3.7

 
0.1

 
2.2

LiLAC Group:
 
 
 
 
 
 
 
 
 
LiLAC Division:
 
 
 
 
 
 
 
 
 
Chile
163.6

 
168.5

 
(4.9
)
 
(2.9
)
 
8.9

Puerto Rico (b)
74.3

 
62.7

 
11.6

 
18.5

 
13.8

Total LiLAC Division
237.9

 
231.2

 
6.7

 
2.9

 
10.3

Corporate and other
(2.1
)
 
(1.6
)
 
(0.5
)
 
(31.3
)
 
(31.3
)
Total LiLAC Group
235.8

 
229.6

 
6.2

 
2.7

 
10.1

Total
$
4,282.3

 
$
4,272.4

 
$
9.9

 
0.2

 
2.7

_______________

(a)
The amounts presented for the 2014 periods exclude the Adjusted OIBDA of Ziggo , which was acquired on November 11, 2014.

(b)
The amounts presented for the 2015 periods include the post-acquisition Adjusted OIBDA of Choice , which was acquired on June 3, 2015 .

N.M. — Not Meaningful.

90

Adjusted OIBDA Margin

The following table sets forth the Adjusted OIBDA margins ( Adjusted OIBDA divided by revenue) of each of our reportable segments: 
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
%
Liberty Global Group:
 
 
 
 
 
 
 
European Operations Division:
 
 
 
 
 
 
 
U.K./Ireland
45.8
 
43.7
 
45.2
 
43.3
The Netherlands
54.2
 
58.5
 
53.1
 
58.1
Germany
62.1
 
62.6
 
61.5
 
62.1
Belgium
52.1
 
49.4
 
50.6
 
51.0
Switzerland/Austria
57.9
 
58.2
 
57.3
 
57.6
Total Western Europe
51.8
 
50.8
 
51.1
 
50.7
Central and Eastern Europe
44.3
 
45.4
 
44.2
 
47.1
Total European Operations Division
49.6
 
48.7
 
49.0
 
48.7
LiLAC Group:
 
 
 
 
 
 
 
LiLAC Division:
 
 
 
 
 
 
 
Chile
39.7
 
37.3
 
38.1
 
37.0
Puerto Rico
45.0
 
43.6
 
43.8
 
41.4
Total LiLAC Division
41.2
 
38.9
 
39.7
 
38.1

With the exception of U.K./Ireland and, during the three-month period, Belgium, the Adjusted OIBDA margins of the European Operations Division ’s reportable segments decreased or remained relatively unchanged during the three and six months ended June 30, 2015 as compared to the corresponding periods in 2014 . The increases in the Adjusted OIBDA margin of U.K./Ireland include the impacts of organic growth in revenue and organic decreases in U.K./Ireland ’s combined operating and SG&A expenses. These fluctuations include the impacts on U.K./Ireland 's expenses of synergies realized as a result of reorganization and integration activities following our June 7, 2013 acquisition of Virgin Media and the net favorable impacts on U.K./Ireland 's Adjusted OIBDA of various non-recurring and non-operational items. The declines in the Adjusted OIBDA margin of the Netherlands are primarily due to (i) the impacts of significant competition from the incumbent telecommunications operator, (ii) the acquisition of Ziggo, which generates relatively lower Adjusted OIBDA margins, and (iii) aggregate third-party costs of of $15.3 million and $8.7 million incurred during the first and second quarters of 2015, respectively, in connection with the integration of Ziggo with UPC Nederland and the European Operations Division . These amounts include costs related to network and product harmonization, rebranding and other integration activities. In Belgium, the net positive impact of nonrecurring items contributed to the increase in Belgium's Adjusted OIBDA margin for the three month comparison and the net negative impact of nonrecurring items contributed to the slight decline in Belgium's Adjusted OIBDA margin for the six month comparison. In Central and Eastern Europe, adverse changes in VAT, competitive factors and, for the six-month comparison, the net negative impact of non-recurring items contributed to the declines in Central and Eastern Europe’s Adjusted OIBDA margins.

The Adjusted OIBDA margins of the LiLAC Division ’s reportable segments increased during the three and six months ended June 30, 2015 , as compared to the corresponding periods in 2014 . These increases are primarily due to improved operational leverage resulting from organic revenue growth and, during the second quarter of 2015, an organic decrease in SG&A expenses that more than offset organic increases in operating expenses.
For additional discussion of the factors contributing to the changes in the Adjusted OIBDA margins of our reportable segments, see the above analyses of the revenue, operating expenses and SG&A expenses of our reportable segments.


91

Discussion and Analysis of our Consolidated Operating Results

General

For more detailed explanations of the changes in our revenue, operating expenses and SG&A expenses, including the impacts of nonrecurring items, see the Discussion and Analysis of our Reportable Segments above.

Revenue

Our revenue by major category is set forth below:
 
Three months ended June 30,
 
Increase (decrease)
 
Organic increase (decrease)
 
2015
 
2014
 
$
 
%
 
%
 
in millions
 
 
 
 
Subscription revenue (a):
 
 
 
 
 
 
 
 
 
Video
$
1,607.9

 
$
1,663.5

 
$
(55.6
)
 
(3.3
)
 
(0.1
)
Broadband internet
1,276.7

 
1,190.6

 
86.1

 
7.2

 
9.8

Fixed-line telephony
801.4

 
833.0

 
(31.6
)
 
(3.8
)
 
(0.9
)
Cable subscription revenue
3,686.0

 
3,687.1

 
(1.1
)
 
—

 
2.9

Mobile subscription revenue (b)
261.2

 
273.1

 
(11.9
)
 
(4.4
)
 
5.2

Total subscription revenue
3,947.2

 
3,960.2

 
(13.0
)
 
(0.3
)
 
3.1

B2B revenue (c)
380.5

 
372.0

 
8.5

 
2.3

 
6.0

Other revenue (b) (d)
238.8

 
270.0

 
(31.2
)
 
(11.6
)
 
6.0

Total
$
4,566.5

 
$
4,602.2

 
$
(35.7
)
 
(0.8
)
 
3.5

 
Six months ended June 30,
 
Increase (decrease)
 
Organic increase (decrease)
 
2015
 
2014
 
$
 
%
 
%
 
in millions
 
 
 
 
Subscription revenue (a):
 
 
 
 
 
 
 
 
 
Video
$
3,217.3

 
$
3,305.0

 
$
(87.7
)
 
(2.7
)
 
0.5

Broadband internet
2,515.9

 
2,334.5

 
181.4

 
7.8

 
9.9

Fixed-line telephony
1,601.1

 
1,659.4

 
(58.3
)
 
(3.5
)
 
(1.0
)
Cable subscription revenue
7,334.3

 
7,298.9

 
35.4

 
0.5

 
3.2

Mobile subscription revenue (b)
512.9

 
530.4

 
(17.5
)
 
(3.3
)
 
6.5

Total subscription revenue
7,847.2

 
7,829.3

 
17.9

 
0.2

 
3.4

B2B revenue (c)
754.4

 
739.0

 
15.4

 
2.1

 
5.5

Other revenue (b) (d)
481.8

 
567.6

 
(85.8
)
 
(15.1
)
 
(1.9
)
Total
$
9,083.4

 
$
9,135.9

 
$
(52.5
)
 
(0.6
)
 
3.2

_______________

(a)
Subscription revenue includes amounts received from subscribers for ongoing services, excluding installation fees and late fees. Subscription revenue from subscribers who purchase bundled services at a discounted rate is generally allocated proportionally to each service based on the standalone price for each individual service. As a result, changes in the standalone pricing of our cable and mobile products or the composition of bundles can contribute to changes in our product revenue categories from period to period.

(b)
Mobile subscription revenue excludes mobile interconnect revenue of $53.1 million and $63.0 million during the three months ended June 30, 2015 and 2014 , respectively, and $107.5 million and $123.8 million during the six months ended

92

June 30, 2015 and 2014 , respectively. Mobile interconnect revenue and revenue from mobile handset sales are included in other revenue.

(c)
B2B revenue includes revenue from business broadband internet, video, voice, mobile and data services offered to medium to large enterprises and, on a wholesale basis, to other operators. We also provide services to certain SOHO subscribers. SOHO subscribers pay a premium price to receive enhanced service levels along with video, broadband internet, fixed-line telephony or mobile services that are the same or similar to the mass marketed products offered to our residential subscribers. Revenue from SOHO subscribers, which aggregated $71.9 million and $55.2 million during the three months ended June 30, 2015 and 2014 , respectively, and $138.5 million and $107.2 million during the six months ended June 30, 2015 and 2014 , respectively, is included in cable subscription revenue. On an organic basis, our total B2B revenue, including revenue from SOHO subscribers, increased 8.3% and 7.8% for the three and six months ended June 30, 2015 , respectively, as compared to the corresponding prior year periods.

(d)
Other revenue includes, among other items, interconnect, mobile handset sales, carriage fee and installation revenue .

Total revenue. Our consolidated revenue decreased $35.7 million and $52.5 million during the three and six months ended June 30, 2015 , respectively, as compared to the corresponding periods in 2014 . These decreases include (i) increases of $558.6 million and $1,109.9 million, respectively, attributable to the impact of acquisitions and (ii) decreases of $15.6 million and $26.2 million , respectively, attributable to the U.K. Non-Cable Disposal . Excluding the effects of acquisitions, the U.K. Non-Cable Disposal and FX , total consolidated revenue increased $160.8 million or 3.5% and $295.3 million or 3.2% , respectively.

Subscription revenue. The details of the changes in our consolidated subscription revenue for the three and six months ended June 30, 2015 , as compared to the corresponding periods in 2014 , are as follows:
 
Three-month period
 
Six-month period
 
in millions
Increase in cable subscription revenue due to change in:
 
 
 
Average number of RGUs
$
65.7

 
$
146.7

ARPU
42.6

 
84.5

Total increase in cable subscription revenue
108.3

 
231.2

Increase in mobile subscription revenue
14.1

 
34.6

Total organic increase in subscription revenue
122.4

 
265.8

Impacts of acquisitions
500.0

 
1,016.2

Impact of FX
(635.4
)
 
(1,264.1
)
Total
$
(13.0
)
 
$
17.9


Excluding the effects of acquisitions and FX , our consolidated cable subscription revenue increased $108.3 million or 2.9% and $231.2 million or 3.2% during the three and six months ended June 30, 2015 , respectively, as compared to the corresponding periods in 2014 . These increases are attributable to (i) increases in subscription revenue from broadband internet services of $116.4 million or 9.8% and $231.7 million or 9.9% , respectively, primarily attributable to increases in the average number of broadband internet RGU s and higher ARPU from broadband internet services, (ii) decreases in subscription revenue from fixed-line telephony services of $7.1 million or 0.9% and $16.8 million or 1.0% , respectively, primarily attributable to the net effect of (a) lower ARPU from fixed-line telephony services and (b) increases in the average number of fixed-line telephony RGU s, and (iii) an increase (decrease) in subscription revenue from video services of ( $1.0 million ) or ( 0.1% ) and $16.3 million or 0.5% , respectively, primarily attributable to the net effect of (1) higher ARPU from video services and (2) declines in the average number of video RGU s.

Excluding the effects of acquisitions and FX , our consolidated mobile subscription revenue increased $14.1 million or 5.2% and $34.6 million or 6.5% during the three and six months ended June 30, 2015 , respectively, as compared to the corresponding periods in 2014 . These increases are primarily due to increases in Belgium, Chile and Switzerland.

B2B revenue. Excluding the effects of acquisitions and FX , our consolidated B2B revenue increased $22.2 million or 6.0% and $40.4 million or 5.5% during the three and six months ended June 30, 2015 , respectively, as compared to the corresponding

93

periods in 2014 . These increases are primarily due to the net effect of (i) increases in the U.K. , Belgium, Switzerland, Germany and Poland and (ii) decreases in the Netherlands.

Other revenue. Excluding the effects of acquisitions, the U.K. Non-Cable Disposal and FX , our consolidated other revenue increased (decreased) $16.2 million or 6.0% and ( $10.9 million ) or ( 1.9% ) during the three and six months ended June 30, 2015 , respectively, as compared to the corresponding periods in 2014 . These changes are largely attributable to the net effect of (i) increases in mobile handset sales, primarily in the U.K. , (ii) decreases in installation revenue and (iii) decreases in fixed-line interconnect revenue.

For additional information concerning the changes in our subscription, B2B and other revenue, see Discussion and Analysis of Reportable Segments above. For information regarding the competitive environment in certain of our markets, see Overview and Discussion and Analysis of our Reportable Segments above.

Supplemental revenue information

Our revenue by major category for the Liberty Global Group is set forth below:
 
Three months ended June 30,
 
Increase (decrease)
 
Organic increase (decrease)
 
2015
 
2014
 
$
 
%
 
%
 
in millions
 
 
 
 
Liberty Global Group:
 
 
 
 
 
 
 
 
 
Subscription revenue:
 
 
 
 
 
 
 
 
 
Video
$
1,472.9

 
$
1,528.5

 
$
(55.6
)
 
(3.6
)
 
(0.6
)
Broadband internet
1,176.0

 
1,094.4

 
81.6

 
7.5

 
9.9

Fixed-line telephony
757.4

 
785.4

 
(28.0
)
 
(3.6
)
 
(0.9
)
Cable subscription revenue
3,406.3

 
3,408.3

 
(2.0
)
 
(0.1
)
 
2.7

Mobile subscription revenue (a)
252.0

 
267.3

 
(15.3
)
 
(5.7
)
 
3.6

Total subscription revenue
3,658.3

 
3,675.6

 
(17.3
)
 
(0.5
)
 
2.8

B2B revenue (b)
378.8

 
371.1

 
7.7

 
2.1

 
5.8

Other revenue
218.0

 
249.1

 
(31.1
)
 
(12.5
)
 
6.0

Total Liberty Global Group
$
4,255.1

 
$
4,295.8

 
$
(40.7
)
 
(0.9
)
 
3.2

 
Six months ended June 30,
 
Increase (decrease)
 
Organic increase (decrease)
 
2015
 
2014
 
$
 
%
 
%
 
in millions
 
 
 
 
Liberty Global Group:
 
 
 
 
 
 
 
 
 
Subscription revenue:
 
 
 
 
 
 
 
 
 
Video
$
2,955.1

 
$
3,036.9

 
$
(81.8
)
 
(2.7
)
 
0.1

Broadband internet
2,321.8

 
2,144.1

 
177.7

 
8.3

 
10.0

Fixed-line telephony
1,515.5

 
1,563.1

 
(47.6
)
 
(3.0
)
 
(0.9
)
Cable subscription revenue
6,792.4

 
6,744.1

 
48.3

 
0.7

 
3.0

Mobile subscription revenue (a)
495.6

 
519.9

 
(24.3
)
 
(4.7
)
 
4.9

Total subscription revenue
7,288.0

 
7,264.0

 
24.0

 
0.3

 
3.2

B2B revenue (b)
751.3

 
737.4

 
13.9

 
1.9

 
5.3

Other revenue
444.9

 
528.2

 
(83.3
)
 
(15.8
)
 
(2.1
)
Total Liberty Global Group
$
8,484.2

 
$
8,529.6

 
$
(45.4
)
 
(0.5
)
 
3.0


94

_______________

(a)
Mobile subscription revenue excludes mobile interconnect revenue of $52.1 million and $62.3 million during the three months ended June 30, 2015 and 2014 , respectively, and $105.7 million and $122.4 million during the six months ended June 30, 2015 and 2014 , respectively. Mobile interconnect revenue and revenue from mobile handset sales are included in other revenue.

(b)
Revenue from SOHO subscribers, which aggregated $66.9 million and $51.0 million during the three months ended June 30, 2015 and 2014 , respectively, and $129.0 million and $98.7 million during the six months ended June 30, 2015 and 2014 , respectively, is included in cable subscription revenue. On an organic basis, Liberty Global Group ’s total B2B revenue, including revenue from SOHO subscribers, increased 8.2% and 7.7% for the three and six months ended June 30, 2015 , respectively, as compared to the corresponding prior year periods.

Our revenue by major category for the LiLAC Group is set forth below:
 
Three months ended June 30,
 
Increase (decrease)
 
Organic increase
 
2015
 
2014
 
$
 
%
 
%
 
in millions
 
 
 
 
LiLAC Group:
 
 
 
 
 
 
 
 
 
Subscription revenue:
 
 
 
 
 
 
 
 
 
Video
$
135.0

 
$
135.0

 
$
—

 
—

 
5.7
Broadband internet
100.7

 
96.2

 
4.5

 
4.7

 
8.9
Fixed-line telephony
44.0

 
47.6

 
(3.6
)
 
(7.6
)
 
0.5
Cable subscription revenue
279.7

 
278.8

 
0.9

 
0.3

 
5.9
Mobile subscription revenue (a)
9.2

 
5.8

 
3.4

 
58.6

 
78.5
Total subscription revenue
288.9

 
284.6

 
4.3

 
1.5

 
7.4
B2B revenue (b)
1.7

 
0.9

 
0.8

 
88.9

 
68.4
Other revenue
20.8

 
20.9

 
(0.1
)
 
(0.5
)
 
5.9
Total LiLAC Group
$
311.4

 
$
306.4

 
$
5.0

 
1.6

 
7.5
 
Six months ended June 30,
 
Increase (decrease)
 
Organic increase (decrease)
 
2015
 
2014
 
$
 
%
 
%
 
in millions
 
 
 
 
LiLAC Group:
 
 
 
 
 
 
 
 
 
Subscription revenue:
 
 
 
 
 
 
 
 
 
Video
$
262.2

 
$
268.1

 
$
(5.9
)
 
(2.2
)
 
5.1

Broadband internet
194.1

 
190.4

 
3.7

 
1.9

 
8.7

Fixed-line telephony
85.6

 
96.3

 
(10.7
)
 
(11.1
)
 
(2.5
)
Cable subscription revenue
541.9

 
554.8

 
(12.9
)
 
(2.3
)
 
5.0

Mobile subscription revenue (a)
17.3

 
10.5

 
6.8

 
64.8

 
85.1

Total subscription revenue
559.2

 
565.3

 
(6.1
)
 
(1.1
)
 
6.5

B2B revenue (b)
3.1

 
1.6

 
1.5

 
93.8

 
82.2

Other revenue
36.9

 
39.5

 
(2.6
)
 
(6.6
)
 
(0.3
)
Total LiLAC Group
$
599.2

 
$
606.4

 
$
(7.2
)
 
(1.2
)
 
6.3

_______________

(a)
Mobile subscription revenue excludes mobile interconnect revenue of $1.0 million and $0.7 million during the three months ended June 30, 2015 and 2014 , respectively, and $1.8 million and $1.4 million during the six months ended

95

June 30, 2015 and 2014 , respectively. Mobile interconnect revenue and revenue from mobile handset sales are included in other revenue.

(b)
Revenue from SOHO subscribers, which aggregated $5.0 million and $4.2 million during the three months ended June 30, 2015 and 2014 , respectively, and $9.5 million and $8.5 million during the six months ended June 30, 2015 and 2014 , respectively, is included in cable subscription revenue. On an organic basis, LiLAC Group ’s total B2B revenue, including revenue from SOHO subscribers, increased 16.0% and 19.1% for the three and six months ended June 30, 2015 , respectively, as compared to the corresponding prior year periods.

Operating expenses

Our operating expenses decreased $54.7 million and $67.6 million during the three and six months ended June 30, 2015 , respectively, as compared to the corresponding periods in 2014 . These decreases include (i) increases of $179.6 million and $348.1 million, respectively, attributable to the impacts of the Ziggo Acquisition , the Choice Acquisition and other less significant acquisitions and (ii) decreases of $12.4 million and $20.9 million, respectively, attributable to the U.K. Non-Cable Disposal . Our operating expenses include share-based compensation expense, which decreased $2.2 million and $2.8 million during the three and six months ended June 30, 2015 , respectively. For additional information, see the discussion under Share-based compensation expense below. Excluding the effects of acquisitions, the U.K. Non-Cable Disposal , FX and share-based compensation expense, our operating expenses increased $41.9 million or 2.4% and $119.8 million or 3.5% during the three and six months ended June 30, 2015 , respectively, as compared to the corresponding periods in 2014 . These increases are primarily attributable to the net effect of (a) increases in programming and copyright costs, (b) decreases in network-related expenses, (c) increases in outsourced labor and professional fees, (d) increases in mobile handset costs and (e) increases in information technology-related costs. For additional information regarding the changes in our operating expenses, see Discussion and Analysis of our Reportable Segments - Operating Expenses of our Reportable Segments above.

SG&A expenses

Our SG&A expenses increased (decreased) ( $18.9 million ) and $23.7 million during the three and six months ended June 30, 2015 , respectively, as compared to the corresponding periods in 2014 . This increase (decrease) includes increases of $81.9 million and $170.5 million, respectively, attributable to the impacts of the Ziggo Acquisition , the Choice Acquisition and other less significant acquisitions. Our SG&A expenses include share-based compensation expense, which increased $4.4 million and $21.3 million during the three and six months ended June 30, 2015 , respectively. For additional information, see the discussion under Share-based compensation expense below. Excluding the effects of acquisitions, FX and share-based compensation expense, our SG&A expenses increased $14.0 million or 1.9% and $68.2 million or 4.7% during the three and six months ended June 30, 2015 , respectively, as compared to the corresponding periods in 2014 . These increases are primarily due to the net effect of (i) increases in sales and marketing costs, (ii) increases in outsourced labor and professional fees, including increases of $5.6 million and $10.0 million, respectively, associated with the Liberty 3.0 initiative, (iii) decreases due to an accrual release recorded during the second quarter of 2015 related to the resolution of a contingency associated with universal service obligations in Belgium, (iv) increases in information technology-related expenses and (v) for the six-month comparison, an increase in personnel costs. For additional information regarding the changes in our SG&A expenses, see Discussion and Analysis of our Reportable Segments — SG&A Expenses of our Reportable Segments above .


96

Share-based compensation expense (included in operating and SG&A expenses)

We record share-based compensation that is associated with Old Liberty Global Ordinary Shares and the shares of certain of our subsidiaries. A summary of the aggregate share-based compensation expense that is included in our operating and SG&A expenses is set forth below: 
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
in millions
Old Liberty Global Ordinary Shares:
 
 
 
 
 
 
 
Performance-based incentive awards (a)
$
28.5

 
$
23.2

 
$
70.6

 
$
43.8

Other share-based incentive awards
25.1

 
22.2

 
50.5

 
52.4

Total Old Liberty Global Ordinary Shares
53.6

 
45.4

 
121.1

 
96.2

Telenet share-based incentive awards
2.4

 
7.8

 
5.6

 
10.7

Other
0.6

 
1.2

 
1.3

 
2.6

Total
$
56.6

 
$
54.4

 
$
128.0

 
$
109.5

Included in:
 
 
 
 
 
 
 
Operating expense:
 
 
 
 
 
 
 
Liberty Global Group
$
1.1

 
$
3.2

 
$
1.8

 
$
4.0

LiLAC Group
0.3

 
0.4

 
0.3

 
0.9

Total operating expense
1.4

 
3.6

 
2.1

 
4.9

SG&A expense:
 
 
 
 
 
 
 
Liberty Global Group
53.9

 
49.3

 
125.7

 
101.4

LiLAC Group (b)
1.3

 
1.5

 
0.2

 
3.2

Total SG&A expense
55.2

 
50.8

 
125.9

 
104.6

Total
$
56.6

 
$
54.4

 
$
128.0

 
$
109.5

_______________ 

(a)
Includes share-based compensation expense related to (i) Liberty Global PSU s, (ii) the Challenge Performance Awards and (iii) the PGUs .

(b)
The amount for the six-month period in 2015 includes the reversal of $1.8 million of share-based compensation expense, primarily related to forfeitures of unvested PSU s during the first quarter of 2015.

For additional information regarding our share-based compensation, see note 10 to our condensed consolidated financial statements.


97

Depreciation and amortization expense

The details of our depreciation and amortization expense are as follows:     
 
Three months ended June 30,
 
Increase
 
2015
 
2014
 
$
 
%
 
in millions
 
 
 
 
 
 
 
 
 
 
Liberty Global Group
$
1,423.5

 
$
1,341.4

 
$
82.1

 
6.1
LiLAC Group
54.3

 
52.0

 
2.3

 
4.4
Total
$
1,477.8

 
$
1,393.4

 
$
84.4

 
6.1
 
Six months ended June 30,
 
Increase
 
2015
 
2014
 
$
 
%
 
in millions
 
 
 
 
 
 
 
 
 
 
Liberty Global Group
$
2,822.7

 
$
2,666.6

 
$
156.1

 
5.9
LiLAC Group
106.5

 
103.9

 
2.6

 
2.5
Total
$
2,929.2

 
$
2,770.5

 
$
158.7

 
5.7

Excluding the effects of FX , depreciation and amortization expense increased $329.3 million and $630.7 million during the three and six months ended June 30, 2015, respectively, as compared to the corresponding periods in 2014. These increases are primarily due to the impact of the Ziggo Acquisition . In addition, net increases resulted from the following factors: (i) increases associated with property and equipment additions related to the installation of customer premises equipment, the expansion and upgrade of our networks and other capital initiatives and (ii) decreases associated with certain assets becoming fully depreciated, primarily in U.K./Ireland and, to a lesser extent, Germany, Switzerland/Austria , Belgium and Chile.

Impairment, restructuring and other operating items, net

The details of our impairment, restructuring and other operating items, net, are as follows:     
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
in millions
 
 
 
 
 
 
 
 
Liberty Global Group
$
19.9

 
$
25.8

 
$
31.8

 
$
138.4

LiLAC Group
5.8

 
1.8

 
10.9

 
2.8

Total
$
25.7

 
$
27.6

 
$
42.7

 
$
141.2


The total 2015 amount for the three-month period includes (i) restructuring charges of $15.7 million , including $13.3 million of employee severance and termination costs related to certain reorganization activities, predominantly in U.K./Ireland, and (ii) direct acquisition costs of $9.6 million, primarily related to Telenet ’s pending acquisition of BASE and Puerto Rico’s acquisition of Choice .

The total 2015 amount for the six-month period includes (i) restructuring charges of $31.3 million , including $26.7 million of employee severance and termination costs related to certain reorganization activities, predominantly in U.K./Ireland, Switzerland/Austria, Puerto Rico and the Netherlands, (ii) gains from the disposition of assets $19.8 million, primarily in U.K./Ireland , (iii) impairment charges of $16.5 million, primarily in U.K./Ireland , the Netherlands and Switzerland/Austria, and (iv) direct acquisition costs of $14.7 million, largely related to Telenet ’s pending acquisition of BASE and Puerto Rico’s acquisition of Choice .



98

For information regarding Telenet ’s pending acquisition of BASE and the Choice Acquisition , see note 3 to our condensed consolidated financial statements.
 
We expect to record further restructuring charges during the remainder of 2015 in connection with the continued integration of Ziggo with UPC Nederland and the European Operations Division .

The total 2014 amounts include (i) restructuring charges of $24.1 million and $123.7 million, respectively, including (a) an $86.1 million charge recorded during the three months ended March 31, 2014 by Telenet in connection with its digital terrestrial television ( DTT ) capacity contracts, as described below, and (b) $12.9 million and $24.9 million, respectively, of employee severance and termination costs related to certain reorganization activities, primarily in U.K./Ireland , the European Operations Division ’s central operations and Germany, and (ii) direct acquisition costs of $12.5 million and $30.3 million, respectively, primarily related to the Ziggo Acquisition .

Prior to March 31, 2014, Telenet operated a DTT business that served a limited number of subscribers. The DTT network was accessed by Telenet pursuant to third-party capacity contracts that were accounted for as operating agreements. On March 31, 2014, Telenet discontinued the provision of DTT services and, accordingly, recorded an $86.1 million restructuring charge during the three months ended March 31, 2014. This charge was equal to the then fair value of the remaining payments due under the DTT capacity contracts.

For additional information regarding our restructuring charges, see note 11 to our condensed consolidated financial statements.

If, among other factors, (i) our equity values were to decline significantly or (ii) the adverse impacts of economic, competitive, regulatory or other factors were to cause our results of operations or cash flows to be worse than anticipated, we could conclude in future periods that impairment charges are required in order to reduce the carrying values of our goodwill and, to a lesser extent, other long-lived assets. Any such impairment charges could be significant.

Interest expense

The details of our interest expense are as follows:
 
Three months ended June 30,
 
Increase (decrease)
 
2015
 
2014
 
$
 
%
 
in millions
 
 
 
 
 
 
 
 
 
 
Liberty Global Group
$
560.6

 
$
604.4

 
$
(43.8
)
 
(7.2
)
LiLAC Group
40.3

 
37.8

 
2.5

 
6.6

Inter-group eliminations
(0.1
)
 
(0.4
)
 
0.3

 
N.M.

Total
$
600.8

 
$
641.8

 
$
(41.0
)
 
(6.4
)
 
Six months ended June 30,
 
Increase (decrease)
 
2015
 
2014
 
$
 
%
 
in millions
 
 
 
 
 
 
 
 
 
 
Liberty Global Group
$
1,138.2

 
$
1,226.2

 
$
(88.0
)
 
(7.2
)
LiLAC Group
78.8

 
69.8

 
9.0

 
12.9

Inter-group eliminations
(0.3
)
 
(0.7
)
 
0.4

 
N.M.

Total
$
1,216.7

 
$
1,295.3

 
$
(78.6
)
 
(6.1
)
_______________

N.M. — Not Meaningful.

99


Excluding the effects of FX , interest expense increased $42.1 million or 6.6% and $90.9 million or 7.0%, respectively. These increases are primarily attributable to the net effect of (i) higher average outstanding debt balances, largely due to debt incurred in connection with the Ziggo Acquisition , and (ii) lower weighted average interest rates related to the completion of certain financing transactions that resulted in extended maturities and net decreases to certain of our interest rates. For additional information regarding our outstanding indebtedness, see note 7 to our condensed consolidated financial statements.
    
It is possible that the interest rates on (i) any new borrowings could be higher than the current interest rates on our existing indebtedness and (ii) our variable-rate indebtedness could increase in future periods. As further discussed in note 4 to our condensed consolidated financial statements and under Qualitative and Quantitative Disclosures about Market Risk below, we use derivative instruments to manage our interest rate risks.

Realized and unrealized losses on derivative instruments, net

Our realized and unrealized gains or losses on derivative instruments include (i) unrealized changes in the fair values of our derivative instruments that are non-cash in nature until such time as the derivative contracts are fully or partially settled and (ii) realized gains or losses upon the full or partial settlement of the derivative contracts. The details of our realized and unrealized losses on derivative instruments, net, are as follows:
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
in millions
 
 
 
 
 
 
 
 
Cross-currency and interest rate derivative contracts:
 
 
 
 
 
 
 
Liberty Global Group
$
(547.7
)
 
$
(287.6
)
 
$
114.6

 
$
(580.3
)
LiLAC Group
(0.6
)
 
1.9

 
77.6

 
(125.6
)
Total cross-currency and interest rate derivative contracts (a)
(548.3
)
 
(285.7
)
 
192.2

 
(705.9
)
Equity-related derivative instruments - Liberty Global Group:
 
 
 
 
 
 
 
ITV Collar
(53.5
)
 
—

 
(158.9
)
 
—

Sumitomo Collar
(61.8
)
 
(23.8
)
 
(71.9
)
 
(15.3
)
Ziggo Collar
—

 
(21.3
)
 
—

 
(5.9
)
Other
0.5

 
0.7

 
1.1

 
0.9

Total equity-related derivative instruments (b)
(114.8
)
 
(44.4
)
 
(229.7
)
 
(20.3
)
Foreign currency forward contracts:
 
 
 
 
 
 
 
Liberty Global Group
(18.1
)
 
0.5

 
(27.4
)
 
19.6

LiLAC Group
1.8

 
(0.1
)
 
3.0

 
0.8

Total foreign currency forward contracts
(16.3
)
 
0.4

 
(24.4
)
 
20.4

Other - Liberty Global Group
(0.3
)
 
1.1

 
0.7

 
0.6

 
 
 
 
 
 
 
 
Total Liberty Global Group
(680.9
)
 
(330.4
)
 
(141.8
)
 
(580.4
)
Total LiLAC Group
1.2

 
1.8

 
80.6

 
(124.8
)
Total
$
(679.7
)
 
$
(328.6
)
 
$
(61.2
)
 
$
(705.2
)
_______________ 

(a)
The loss during the 2015 three-month period is primarily attributable to the net effect of (i) losses associated with increases in the values of the euro and British pound sterling relative to the U.S. dollar, (ii) gains associated with increases in market interest rates in the euro and British pound sterling markets and (iii) losses associated with increases in market interest rates in the U.S. dollar market. The gain during the 2015 six-month period is primarily attributable to the net effect of (a) gains associated with decreases in the values of the euro, Chilean peso and British pound sterling relative to the U.S. dollar, (b) losses associated with decreases in the values of the euro and U.S. dollar relative to the Swiss franc and (c) gains associated with increases in market interest rates in the euro and British pound sterling markets. In addition, the

100

gain (loss) during the 2015 periods includes net gains of $77.2 million and $60.3 million , respectively, resulting from changes in our credit risk valuation adjustments. The loss during the 2014 three-month period is primarily attributable to the net effect of (1) losses associated with decreases in market interest rates in the euro, Chilean peso, Swiss franc, Hungarian forint and Polish zloty markets, (2) losses associated with an increase in the value of the British pound sterling relative to the U.S. dollar, (3) gains associated with decreases in market interest rates in the U.S. dollar market, (4) gains associated with increases in market interest rates in the British pound sterling market and (5) gains associated with decreases in the values of the euro and Chilean peso relative to the U.S. dollar. The loss during the 2014 six-month period is primarily attributable to (I) losses associated with decreases in market interest rates in the euro, Swiss franc, Chilean peso, Hungarian forint and Polish zloty markets and (II) losses associated with an increase in the value of the British pound sterling relative to the U.S. dollar. In addition, the losses during the 2014 periods include net losses of $19.4 million and $48.9 million , respectively, resulting from changes in our credit risk valuation adjustments.

(b)
For information concerning the factors that impact the valuations of our equity-related derivative instruments, see note 5 to our condensed consolidated financial statements.

For additional information concerning our derivative instruments, see notes 4 and 5 to our condensed consolidated financial statements and Quantitative and Qualitative Disclosure about Market Risk below.

Foreign currency transaction gains (losses), net

Our foreign currency transaction gains or losses primarily result from the remeasurement of monetary assets and liabilities that are denominated in currencies other than the underlying functional currency of the applicable entity. Unrealized foreign currency transaction gains or losses are computed based on period-end exchange rates and are non-cash in nature until such time as the amounts are settled. The details of our foreign currency transaction gains (losses), net, are as follows:
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
in millions
 
 
 
 
 
 
 
 
Liberty Global Group:
 
 
 
 
 
 
 
U.S. dollar denominated debt issued by euro functional currency entities
$
214.4

 
$
(17.6
)
 
$
(585.7
)
 
$
(24.0
)
Intercompany payables and receivables denominated in a currency other than the entity’s functional currency (a)
(17.0
)
 
(92.7
)
 
(135.4
)
 
(135.0
)
U.S. dollar denominated debt issued by a British pound sterling functional currency entity
239.2

 
91.4

 
81.6

 
119.3

Euro denominated debt issued by a British pound sterling functional currency entity
9.8

 
—

 
27.7

 
—

Cash and restricted cash denominated in a currency other than the entity’s functional currency
(68.2
)
 
(0.3
)
 
(15.2
)
 
(11.2
)
Yen denominated debt issued by a U.S. dollar functional currency entity
13.9

 
(16.0
)
 
14.5

 
(35.0
)
British pound sterling denominated debt issued by a U.S. dollar functional currency entity
(37.9
)
 
—

 
(6.3
)
 
—

Euro denominated debt issued by a U.S. dollar functional currency entity
—

 
4.1

 
—

 
8.0

Other
17.5

 
(0.9
)
 
(2.7
)
 
(0.6
)
Total Liberty Global Group
371.7

 
(32.0
)
 
(621.5
)
 
(78.5
)
LiLAC Group:
 
 
 
 
 
 
 
U.S. dollar denominated debt issued by a Chilean peso functional currency entity
(30.2
)
 
(8.7
)
 
(71.3
)
 
(6.7
)
Intercompany payables and receivables denominated in a currency other than the entity’s functional currency (b)
(0.6
)
 
6.8

 
—

 
31.8

Other
(0.5
)
 
(2.5
)
 
(2.4
)
 
(3.8
)
Total LiLAC Group
(31.3
)
 
(4.4
)
 
(73.7
)
 
21.3

Total
$
340.4

 
$
(36.4
)
 
$
(695.2
)
 
$
(57.2
)


101

_______________ 

(a)
Amounts primarily relate to (i) loans between certain of our non-operating and operating subsidiaries in Europe, which generally are denominated in the currency of the applicable operating subsidiary, and (ii) loans between certain of our non-operating subsidiaries in the U.S. and Europe.

(b)
Amounts primarily relate to loans between certain of our subsidiaries in Europe and Chile.

Realized and unrealized gains due to changes in fair values of certain investments, net

Our realized and unrealized gains or losses due to changes in fair values of certain investments include unrealized gains or losses associated with changes in fair values that are non-cash in nature until such time as these gains or losses are realized through cash transactions. For additional information regarding our fair value measurements, see note 5 to our condensed consolidated financial statements. All of our investments that we account for using the fair value method are attributed to the Liberty Global Group . The details of our realized and unrealized gains due to changes in fair values of certain investments, net, are as follows:
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
in millions
 
 
 
 
 
 
 
 
ITV
$
100.4

 
$
—

 
$
204.5

 
$
—

Sumitomo
43.1

 
35.0

 
59.2

 
43.6

Ziggo
—

 
112.2

 
—

 
34.5

Other, net
(32.7
)
 
10.2

 
(1.5
)
 
19.1

Total
$
110.8

 
$
157.4

 
$
262.2

 
$
97.2


Losses on debt modification and extinguishment, net

The details of our losses on debt modification and extinguishment are as follows:
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
in millions
 
 
 
 
 
 
 
 
Liberty Global Group
$
(73.8
)
 
$
(53.0
)
 
$
(348.3
)
 
$
(71.9
)
LiLAC Group
—

 
—

 
—

 
(2.0
)
Total
$
(73.8
)
 
$
(53.0
)
 
$
(348.3
)
 
$
(73.9
)

The loss during the 2015 six-month period includes the following:

•
a $91.2 million loss during the first quarter related to the redemption of the UM Senior Exchange Notes . This loss includes (i) the payment of $89.8 million of redemption premium and (ii) the write-off of $1.4 million of unamortized discount;

•
a $74.7 million loss during the first quarter related to (i) the redemption of the UPCB Finance I Notes and a portion of the UPCB Finance II Notes and (ii) the prepayment of Facility AG under the UPC Broadband Holding Bank Facility . This loss includes (a) the payment of $53.5 million of redemption premium, (b) the write-off of $16.5 million of deferred financing costs and (c) the write-off of $4.7 million of unamortized discount;

•
a $69.3 million loss during the first quarter related to the redemption of the UPC Holding 8.375% Senior Notes . This loss includes (i) the payment of $59.2 million of redemption premium and (ii) the write-off of $10.1 million of deferred financing costs;

102


•
a $59.6 million loss during the second quarter related to the redemption of (i) the remainder of the UPCB Finance II Notes , (ii) the UPCB Finance III Notes and (iii) 10% of the principal amount of each of the UPCB Finance V Notes and the UPCB Finance VI Notes . This loss includes (a) the payment of $54.3 million of redemption premium and (b) the write-off of $5.3 million of deferred financing costs;

•
a $30.1 million loss during the first quarter related to (i) the redemption of 10% of the principal amount of each of the April 2021 VM Senior Secured Notes and the 2025 VM 5.5% Sterling Senior Secured Notes and (ii) the prepayment of VM Facility A and a portion of VM Facility B under the VM Credit Facility . This loss includes (a) the write-off of $17.9 million of deferred financing costs, (b) the payment of $10.7 million of redemption premium and (c) the write-off of $1.5 million of unamortized discount;

•
a $14.2 million loss during the second quarter related to the prepayment of a portion of VM Facility B and the roll of the remaining outstanding term loans under VM Facility B into a new term loan under VM Facility F . This loss includes (i) the write-off of $10.7 million of deferred financing costs, (ii) the write-off of $2.7 million of unamortized discount and (iii) the payment of $0.8 million of third-party costs; and

•
an $8.1 million loss during the first quarter related to the redemption of 10% of the principal amount of (i) the September 2012 UM Senior Secured Notes , (ii) the December 2012 UM Euro Senior Secured Notes , (iii) the January 2013 UM Senior Secured Notes and (iv) the April 2013 UM Senior Secured Notes . This loss includes (a) the payment of $6.4 million of redemption premium and (b) the write-off of $1.7 million of deferred financing costs.

The loss during the 2014 six-month period includes the following:

•
a $41.5 million loss during the second quarter related to the repayment of UPC Holding ’s 9.875% senior notes due 2018. This loss includes (i) the payment of $19.7 million of redemption premium, (ii) the write-off of $17.4 million of unamortized discount and (iii) the write-off of $4.4 million of deferred financing costs;

•
a $16.5 million loss during the first quarter related to the prepayment of Facilities R, S, AE and AF under the UPC Broadband Holding Bank Facility . This loss includes the write-off of (i) $11.6 million of deferred financing costs and (ii) $4.9 million of unamortized discount;

•
an $11.9 million loss during the second quarter related to the completion of certain refinancing transactions with respect to the Telenet Credit Facility . This loss includes (i) the write-off of $7.1 million of deferred financing costs, (ii) the payment of $3.6 million of redemption premium and (iii) the write-off of $1.2 million of unamortized discount; and

•
an aggregate net loss of $4.5 million related to the repayment of (i) certain of Virgin Media ’s senior secured notes due 2018, (ii) a limited recourse margin loan that was secured by a portion of our investment in Ziggo and (iii) VTR ’s former term loan bank facility.

For additional information concerning our losses on debt modification and extinguishment, net, see note 7 to our condensed consolidated financial statements.

Income tax benefit (expense)

The details of our income tax benefit (expense) are as follows:
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
in millions
 
 
 
 
 
 
 
 
Liberty Global Group
$
(131.4
)
 
$
11.0

 
$
(37.6
)
 
$
118.2

LiLAC Group
1.4

 
(10.4
)
 
(14.5
)
 
(0.6
)
Total
$
(130.0
)
 
$
0.6

 
$
(52.1
)
 
$
117.6


103

The income tax expense during the three months ended June 30, 2015 differs from the expected income tax benefit of $56.0 million (based on the U.K. statutory income tax rate of 20.0% ) primarily due to the net negative impact of (i) an increase in valuation allowances, (ii) non-deductible or non-taxable foreign currency exchange results and (iii) certain permanent differences between the financial and tax accounting treatment of items associated with investments in subsidiaries and affiliates. The net negative impact of these items was partially offset by the net positive impact of the tax effect of intercompany financing.

The income tax benefit during the three months ended June 30, 2014 differs from the expected income tax benefit of $49.3 million (based on the U.K. statutory income tax rate of 21.0% ) due primarily to the net negative impact of (i) an increase in valuation allowances and (ii) certain permanent differences between the financial and tax accounting treatment of interest and other items. The net negative impact of these items was partially offset by the net positive impact of (a) statutory tax rates in certain jurisdictions in which we operate that are different than the U.K. statutory income tax rate and (b) the tax effect of intercompany financing.

The income tax expense during the six months ended June 30, 2015 differs from the expected income tax benefit of $175.9 million (based on the U.K. statutory income tax rate of 20.0% ) primarily due to the net negative impact of an increase in valuation allowances. The net negative impact of this item was partially offset by the net positive impact of (i) statutory tax rates in certain jurisdictions in which we operate that are different than the U.K. statutory income tax rate and (ii) the tax effect of intercompany financing.

The income tax benefit during the six months ended June 30, 2014 differs from the expected income tax benefit of $162.0 million (based on the U.K. statutory income tax rate of 21.0% ) due primarily to the net negative impact of (i) an increase in valuation allowances, (ii) certain permanent differences between the financial and tax accounting treatment of interest and other items, (iii) certain permanent differences between the financial and tax accounting treatment of items associated with investments in subsidiaries and affiliates and (iv) non-deductible or non-taxable foreign currency exchange results. The net negative impact of these items was partially offset by the net positive impact of (a) statutory tax rates in certain jurisdictions in which we operate that are different than the U.K. statutory income tax rate, (b) the tax effect of intercompany financing and (c) the recognition of previously unrecognized tax benefits.

For additional information concerning our income taxes, see note 8 to our condensed consolidated financial statements.

Loss from continuing operations

The details of our loss from continuing operations are as follows:
 
Three months ended June 30,
 
Six months ended June 30,
 
2015
 
2014
 
2015
 
2014
 
in millions
 
 
 
 
 
 
 
 
Liberty Global Group
$
(407.2
)
 
$
(246.3
)
 
$
(963.3
)
 
$
(598.2
)
LiLAC Group
(2.7
)
 
12.3

 
31.7

 
(55.8
)
Total
$
(409.9
)
 
$
(234.0
)
 
$
(931.6
)
 
$
(654.0
)

During the three months ended June 30, 2015 and 2014 , we reported losses from continuing operations of $409.9 million and $234.0 million , respectively, including (i) operating income of $624.9 million and $669.5 million , respectively, (ii) net non-operating expense of $904.8 million and $904.1 million , respectively, and (iii) income tax benefit (expense) of ( $130.0 million ) and $0.6 million , respectively.

During the six months ended June 30, 2015 and 2014 , we reported losses from continuing operations of $931.6 million and $654.0 million , respectively, including (i) operating income of $1,182.4 million and $1,251.2 million , respectively, (ii) net non-operating expense of $2,061.9 million and $2,022.8 million , respectively, and (iii) income tax benefit (expense) of ( $52.1 million ) and $117.6 million , respectively.

Gains or losses associated with (i) changes in the fair values of derivative instruments, (ii) movements in foreign currency exchange rates and (iii) the disposition of assets and changes in ownership are subject to a high degree of volatility and, as such, any gains from these sources do not represent a reliable source of income. In the absence of significant gains in the future from

104

these sources or from other non-operating items, our ability to achieve earnings from continuing operations is largely dependent on our ability to increase our aggregate Adjusted OIBDA to a level that more than offsets the aggregate amount of our (a) share-based compensation expense, (b) depreciation and amortization, (c) impairment, restructuring and other operating items, net, (d) interest expense, (e) other net non-operating expenses and (f) income tax expenses.

Due largely to the fact that we seek to maintain our debt at levels that provide for attractive equity returns, as discussed under Material Changes in Financial Condition — Capitalization below, we expect that we will continue to report significant levels of interest expense for the foreseeable future. For information concerning our expectations with respect to trends that may affect certain aspects of our operating results in future periods, see the discussion under Overview above. For information concerning the reasons for changes in specific line items in our condensed consolidated statements of operations, see the discussion under Discussion and Analysis of our Reportable Segments and Discussion and Analysis of our Consolidated Operating Results above.

Discontinued operation

Our earnings from discontinued operation, net of taxes, of $0.8 million during the six months ended June 30, 2014 , relate to the operations of the Chellomedia Disposal Group . In addition, we recognized an after-tax gain on the disposal of a discontinued operation of $332.7 million related to the January 31, 2014 completion of the Chellomedia Transaction .

Net earnings attributable to noncontrolling interests

The details of our net earnings attributable to noncontrolling interests are as follows:
 
Three months ended June 30,
 
 
 
2015
 
2014
 
Change
 
in millions
Liberty Global Group
$
(51.6
)
 
$
(7.5
)
 
$
(44.1
)
LiLAC Group
(3.2
)
 
(1.2
)
 
(2.0
)
Total
$
(54.8
)
 
$
(8.7
)
 
$
(46.1
)
 
Six months ended June 30,
 
 
 
2015
 
2014
 
Change
 
in millions
Liberty Global Group
$
(65.6
)
 
$
(10.8
)
 
$
(54.8
)
LiLAC Group
(5.0
)
 
2.6

 
(7.6
)
Total
$
(70.6
)
 
$
(8.2
)
 
$
(62.4
)

Net earnings or loss attributable to noncontrolling interests includes the noncontrolling interests’ share of the results of our continuing and discontinued operations. The increases in net earnings attributable to noncontrolling interests are primarily attributable to improvements in the results of operations of Telenet .


105

Material Changes in Financial Condition

Sources and Uses of Cash

We are a holding company that is dependent on the capital resources of our subsidiaries to satisfy our liquidity requirements at the corporate level. Although our consolidated operating subsidiaries generate cash from operating activities, each of our significant operating subsidiaries is included within one of our seven subsidiary “borrowing groups,” which borrowing groups comprise Virgin Media , Ziggo Group Holding , Unitymedia , UPC Holding , Telenet , VTR Finance and Liberty Puerto Rico , each together with their respective restricted subsidiaries. As set forth in the table below, our borrowing groups accounted for a significant portion of our consolidated cash and cash equivalents at June 30, 2015 . The terms of the instruments governing the indebtedness of these borrowing groups restrict our ability to access the liquidity of these subsidiaries. In addition, our ability to access the liquidity of these and other subsidiaries may be limited by tax and legal considerations, the presence of noncontrolling interests and other factors.

Cash and cash equivalents

The details of the U.S. dollar equivalent balances of our consolidated cash and cash equivalents at June 30, 2015 are set forth in the following table (in millions):
Cash and cash equivalents held by:
 
Liberty Global and unrestricted subsidiaries:
 
Liberty Global (a)
$
39.3

Unrestricted subsidiaries:
 
Liberty Global Group (b) (c)
214.0

LiLAC Group (d)
100.0

Total Liberty Global and unrestricted subsidiaries
353.3

Borrowing groups (e):
 
Telenet
258.6

VTR Finance
95.0

Liberty Puerto Rico
37.9

UPC Holding
30.3

Virgin Media (c)
29.9

Ziggo Group Holding
11.0

Unitymedia
3.5

Total borrowing groups
466.2

Total cash and cash equivalents
$
819.5

 
 
Liberty Global Group
$
586.6

LiLAC Group
232.9

Total cash and cash equivalents
$
819.5

_______________

(a)
Represents the amount held by Liberty Global on a standalone basis.

(b)
Represents the aggregate amount held by subsidiaries attributed to the Liberty Global Group that are outside of our borrowing groups.

(c)
The Virgin Media borrowing group includes certain subsidiaries of Virgin Media , but excludes Virgin Media . The $0.7 million of cash and cash equivalents held by Virgin Media is included in the amount shown for Liberty Global Group ’s unrestricted subsidiaries.

(d)
Represents the aggregate amount held by subsidiaries attributed to the LiLAC Group that are outside of our borrowing groups. On June 30, 2015, in order to provide liquidity to fund, among other things, ongoing operating costs and acquisitions

106

of the LiLAC Group , a subsidiary attributed to the Liberty Global Group made a $100.0 million cash capital contribution to LiLAC Holdings .

(e)
Except as otherwise noted, represents the aggregate amounts held by the parent entity and restricted subsidiaries of our borrowing groups.

Liquidity of Liberty Global and its unrestricted subsidiaries

The $39.3 million of cash and cash equivalents held by Liberty Global and, subject to certain tax and legal considerations, the $314.0 million of aggregate cash and cash equivalents held by the unrestricted subsidiaries attributed to the Liberty Global Group and the LiLAC Group , represented available liquidity at the corporate level at June 30, 2015 . Our remaining cash and cash equivalents of $466.2 million at June 30, 2015 were held by our borrowing groups as set forth in the table above. As noted above, various factors may limit our ability to access the cash of our borrowing groups. For information regarding certain limitations imposed by our subsidiaries’ debt instruments at June 30, 2015 , see note 7 to our condensed consolidated financial statements.

Our current sources of corporate liquidity include (i) cash and cash equivalents held by Liberty Global and, subject to certain tax and legal considerations, Liberty Global ’s unrestricted subsidiaries, and (ii) interest and dividend income received on our and, subject to certain tax and legal considerations, our unrestricted subsidiaries’ cash and cash equivalents and investments. In addition, our parent entity’s short-term liquidity is supplemented by interest payments that it receives on a note receivable from one of our unrestricted subsidiaries (outstanding principal of $9.6 billion at June 30, 2015 , all outstanding principal due in 2021).

From time to time, Liberty Global and its unrestricted subsidiaries may also receive (i) proceeds in the form of distributions or loan repayments from Liberty Global ’s borrowing groups or affiliates upon (a) the completion of recapitalizations, refinancings, asset sales or similar transactions by these entities or (b) the accumulation of excess cash from operations or other means, (ii) proceeds upon the disposition of investments and other assets of Liberty Global and its unrestricted subsidiaries and (iii) proceeds in connection with the incurrence of debt by Liberty Global or its unrestricted subsidiaries or the issuance of equity securities by Liberty Global , including equity securities issued to satisfy subsidiary obligations. No assurance can be given that any external funding would be available to Liberty Global or its unrestricted subsidiaries on favorable terms, or at all.

At June 30, 2015 , our consolidated cash and cash equivalents balance includes $761.6 million that is held by entities that are domiciled outside of the U.K. Based on our assessment of our ability to access the liquidity of our subsidiaries on a tax efficient basis and our expectations with respect to our corporate liquidity requirements, we do not anticipate that tax considerations will adversely impact our corporate liquidity over the next 12 months. Our ability to access the liquidity of our subsidiaries on a tax efficient basis is a consideration in assessing the extent of our share repurchase program.

Our corporate liquidity requirements include (i) corporate general and administrative expenses, (ii) interest payments on the Sumitomo Collar Loan and (iii) principal payments on the Sumitomo Collar Loan and our secured borrowing arrangement with respect to our ITV shares (the ITV Collar Loan ) to the extent not settled through the delivery of the underlying shares. In addition, Liberty Global and its unrestricted subsidiaries may require cash in connection with (a) the repayment of third-party and intercompany debt, (b) the satisfaction of contingent liabilities, (c) acquisitions, (d) the repurchase of equity and debt securities, (e) other investment opportunities or (f) income tax payments. In addition, our parent entity uses available liquidity to make interest and principal payments on notes payable to certain of our unrestricted subsidiaries (aggregate outstanding principal of $937.2 million at June 30, 2015 and no stated maturity). For information regarding our contingencies, see note 13 to our condensed consolidated financial statements.

During the six months ended June 30, 2015 , we purchased a total of 18,653,356 Class C Old Liberty Global Ordinary Shares at a weighted average price of $50.17 per share, for an aggregate purchase price of $935.8 million , including direct acquisition costs and the effects of derivative instruments. At June 30, 2015 , the remaining amount authorized for share repurchases was $3,002.8 million .

Liquidity of borrowing groups

The cash and cash equivalents of our borrowing groups are detailed in the table above. In addition to cash and cash equivalents, the primary sources of liquidity of our borrowing groups are cash provided by operations and borrowing availability under their respective debt instruments. For the details of the borrowing availability of such entities at June 30, 2015 , see note 7 to our condensed consolidated financial statements. The aforementioned sources of liquidity may be supplemented in certain cases by

107

contributions and/or loans from Liberty Global and its unrestricted subsidiaries. The liquidity of our borrowing groups generally is used to fund property and equipment additions and debt service requirements. From time to time, our borrowing groups may also require liquidity in connection with (i) acquisitions and other investment opportunities, (ii) loans to Liberty Global , (iii) capital distributions to Liberty Global and other equity owners or (iv) the satisfaction of contingencies. No assurance can be given that any external funding would be available to our borrowing groups on favorable terms, or at all. For information regarding the liquidity requirements with respect to Telenet ’s pending acquisition of BASE , see note 3 to our condensed consolidated financial statements. For information regarding our borrowing groups’ contingencies, see note 13 to our condensed consolidated financial statements.

For additional information regarding our consolidated cash flows, see the discussion under Condensed Consolidated Statements of Cash Flows below.

Capitalization

We seek to maintain our debt at levels that provide for attractive equity returns without assuming undue risk. In this regard, we generally seek to cause our operating subsidiaries to maintain their debt at levels that result in a consolidated debt balance (excluding the Sumitomo Collar Loan and the ITV Collar Loan and measured using subsidiary debt figures at swapped foreign currency exchange rates, consistent with the covenant calculation requirements of our subsidiary debt agreements) that is between four and five times our consolidated Adjusted OIBDA , although it should be noted that the timing of our acquisitions and financing transactions and the interplay of average and spot foreign currency rates may impact this ratio. The ratio of our June 30, 2015 consolidated debt to our annualized consolidated Adjusted OIBDA for the quarter ended June 30, 2015 was 5.0x. In addition, the ratio of our June 30, 2015 consolidated net debt (debt, as defined above, less cash and cash equivalents) to our annualized consolidated Adjusted OIBDA for the quarter ended June 30, 2015 was 4.9x.

When it is cost effective, we generally seek to match the denomination of the borrowings of our subsidiaries with the functional currency of the operations that are supporting the respective borrowings. As further discussed in note 4 to our condensed consolidated financial statements, we also use derivative instruments to mitigate foreign currency and interest rate risk associated with our debt instruments.

Our ability to service or refinance our debt and to maintain compliance with the leverage covenants in the credit agreements and indentures of our borrowing groups is dependent primarily on our ability to maintain or increase the Adjusted OIBDA of our operating subsidiaries and to achieve adequate returns on our property and equipment additions and acquisitions. In addition, our ability to obtain additional debt financing is limited by the leverage covenants contained in the various debt instruments of our borrowing groups. For example, if the Adjusted OIBDA of UPC Broadband Holding were to decline, we could be required to partially repay or limit our borrowings under the UPC Broadband Holding Bank Facility in order to maintain compliance with applicable covenants. No assurance can be given that we would have sufficient sources of liquidity, or that any external funding would be available on favorable terms, or at all, to fund any such required repayment. At June 30, 2015 , each of our borrowing groups was in compliance with its debt covenants. In addition, we do not anticipate any instances of non-compliance with respect to the debt covenants of our borrowing groups that would have a material adverse impact on our liquidity during the next 12 months.

At June 30, 2015 , our outstanding consolidated debt and capital lease obligations aggregated $46.1 billion , including $1,613.9 million that is classified as current in our condensed consolidated balance sheet and $42.7 billion that is not due until 2020 or thereafter. For additional information concerning our current debt maturities, see note 7 to our condensed consolidated financial statements.

Notwithstanding our negative working capital position at June 30, 2015 , we believe that we have sufficient resources to repay or refinance the current portion of our debt and capital lease obligations and to fund our foreseeable liquidity requirements during the next 12 months. However, as our maturing debt grows in later years, we anticipate that we will seek to refinance or otherwise extend our debt maturities. No assurance can be given that we will be able to complete these refinancing transactions or otherwise extend our debt maturities. In this regard, it is not possible to predict how political and economic conditions, sovereign debt concerns or any adverse regulatory developments could impact the credit and equity markets we access and, accordingly, our future liquidity and financial position. However, (i) the financial failure of any of our counterparties could (a) reduce amounts available under committed credit facilities and (b) adversely impact our ability to access cash deposited with any failed financial institution and (ii) tightening of the credit markets could adversely impact our ability to access debt financing on favorable terms, or at all. In addition, any weakness in the equity markets could make it less attractive to use our shares to

108

satisfy contingent or other obligations, and sustained or increased competition, particularly in combination with adverse economic or regulatory developments, could have an unfavorable impact on our cash flows and liquidity.

All of our consolidated debt and capital lease obligations have been borrowed or incurred by our subsidiaries at June 30, 2015 .

For additional information concerning our debt and capital lease obligations, see notes 7 and 15 to our condensed consolidated financial statements.

Condensed Consolidated Statements of Cash Flows

General. Our cash flows are subject to significant variations due to FX . All of the cash flows discussed below are those of our continuing operations.

Summary. Our condensed consolidated statements of cash flows for the six months ended June 30, 2015 and 2014 are summarized as follows:
 
Six months ended
 
 
 
June 30,
 
 
 
2015
 
2014
 
Change
 
in millions
 
 
 
 
 
 
Net cash provided by operating activities
$
2,685.8

 
$
2,916.7

 
$
(230.9
)
Net cash used by investing activities
(1,692.1
)
 
(456.6
)
 
(1,235.5
)
Net cash used by financing activities
(1,332.5
)
 
(4,059.9
)
 
2,727.4

Effect of exchange rate changes on cash
(0.2
)
 
22.7

 
(22.9
)
Net decrease in cash and cash equivalents
$
(339.0
)
 
$
(1,577.1
)
 
$
1,238.1


Operating Activities. Our net cash flows from operating activities attributed to the Liberty Global Group and the LiLAC Group are as follows:
 
Six months ended
 
 
 
June 30,
 
 
 
2015
 
2014
 
Change
 
in millions
 
 
 
 
 
 
Net cash provided by operating activities:
 
 
 
 
 
Liberty Global Group
$
2,552.1

 
$
2,746.6

 
$
(194.5
)
LiLAC Group
133.7

 
170.1

 
(36.4
)
Total
$
2,685.8

 
$
2,916.7

 
$
(230.9
)

The decrease in net cash provided by our operating activities is primarily attributable to the net effect of (i) an increase in the cash provided by our Adjusted OIBDA and related working capital items, largely due to the impact of the Ziggo Acquisition , (ii) a decrease in the reported net cash provided by operating activities due to FX , (iii) a decrease in cash provided due to higher cash payments for taxes, (iv) a decrease in cash provided due to higher cash payments for interest and (v) an increase in cash provided due to lower cash payments related to derivative instruments.


109

Investing Activities. Our net cash flows from investing activities attributed to the Liberty Global Group and the LiLAC Group are as follows:
 
Six months ended
 
 
 
June 30,
 
 
 
2015
 
2014
 
Change
 
in millions
 
 
 
 
 
 
Net cash used by investing activities:
 
 
 
 
 
Liberty Global Group
$
(1,418.5
)
 
$
93.2

 
$
(1,511.7
)
LiLAC Group
(380.9
)
 
(108.0
)
 
(272.9
)
Inter-group eliminations
107.3

 
(441.8
)
 
549.1

Total
$
(1,692.1
)
 
$
(456.6
)
 
$
(1,235.5
)

The increase in net cash used by our investing activities is primarily attributable to the net effect of (i) an increase in cash used of $985.2 million associated with cash proceeds received during 2014 in connection with the Chellomedia Transaction , (ii) an increase in cash used of $247.0 million associated with higher cash paid in connection with acquisitions, (iii) an increase in cash used of $142.8 million associated with higher cash paid in connection with investments in and loans to affiliates and others and (iv) a decrease in cash used of $139.6 million due to lower capital expenditures. Capital expenditures decreased from $1,402.0 million during the first six months of 2014 to $1,262.4 million during the first six months of 2015 due to the net effect of (a) a net decrease in the local currency capital expenditures of our subsidiaries, primarily due to an increase in capital-related vendor financing during the 2015 period as compared to 2014, (b) an increase related to the Ziggo Acquisition and (c) a decrease due to FX .

The capital expenditures that we report in our condensed consolidated statements of cash flows do not include amounts that are financed under capital-related vendor financing or capital lease arrangements. Instead, these amounts are reflected as non-cash additions to our property and equipment when the underlying assets are delivered, and as repayments of debt when the principal is repaid. In this discussion, we refer to (i) our capital expenditures as reported in our condensed consolidated statements of cash flows, which exclude amounts financed under capital-related vendor financing or capital lease arrangements, and (ii) our total property and equipment additions, which include our capital expenditures on an accrual basis and amounts financed under capital-related vendor financing or capital lease arrangements. For further details regarding our property and equipment additions, see note 14 to our condensed consolidated financial statements.
 
Six months ended June 30,
 
2015
 
2014
 
Liberty Global Group
 
LiLAC Group
 
Total
 
Liberty Global Group
 
LiLAC Group
 
Total
 
in millions
 
 
 
 
 
 
 
 
 
 
 
 
Property and equipment additions
$
1,839.6

 
$
125.9

 
$
1,965.5

 
$
1,746.5

 
$
134.5

 
$
1,881.0

Assets acquired under capital-related vendor financing arrangements
(675.9
)
 
—

 
(675.9
)
 
(401.8
)
 
—

 
(401.8
)
Assets acquired under capital leases
(74.5
)
 
—

 
(74.5
)
 
(89.8
)
 
—

 
(89.8
)
Changes in current liabilities related to capital expenditures
61.8

 
(14.5
)
 
47.3

 
39.5

 
(26.9
)
 
12.6

Capital expenditures
$
1,151.0

 
$
111.4

 
$
1,262.4

 
$
1,294.4

 
$
107.6

 
$
1,402.0


The property and equipment additions attributable to the Liberty Global Group are primarily attributable to the European Operations Division , which aggregated $1,797.9 million and $1,742.6 million during the six months ended June 30, 2015 and 2014 , respectively. The increase in the European Operations Division ’s property and equipment additions is primarily due to the net effect of (i) a decrease due to FX , (ii) an increase due to the impact of the Ziggo Acquisition , (iii) an increase in expenditures for support capital, such as information technology upgrades and general support systems, (iv) an increase in expenditures for new build and upgrade projects to expand services and (v) a decrease in expenditures for the purchase and installation of customer premises equipment.

110

Property and equipment additions attributable to the LiLAC Group decreased during the six months ended June 30, 2015 , as compared to the corresponding period in 2014 , primarily due to the net effect of (i) a decrease due to FX , (ii) an increase in expenditures for the purchase and installation of customer premises equipment, (iii) an increase due to the impact of the Choice Acquisition , (iv) a decrease in expenditures for new build and upgrade projects to expand services and (v) a decrease in expenditures for support capital, such as information technology upgrades and general support systems. Approximately half of VTR ’s purchases of property and equipment are denominated in U.S. dollars.
We expect the percentage of revenue represented by our aggregate 2015 consolidated property and equipment additions to range from 21% to 23%, including (i) 21% to 23% for the European Operations Division (including 21% to 23% for U.K./Ireland , 21% to 23% for Germany, 17% to 19% for Belgium, 20% to 22% for the Netherlands and 16% to 18% for Switzerland/Austria) and (ii) 17% to 19% for Chile. The ranges for Germany and Belgium reflect changes from the expectations that we disclosed in our 2014 Annual Report on Form 10-K. In this regard, the Germany range represents an increase from our previously-reported expectation of 19% to 21% and the Belgium range represents a decrease from our previously-reported expectation of 19% to 21%. The actual amount of our 2015 consolidated property and equipment additions and the 2015 property and equipment additions of the European Operations Division (including U.K./Ireland , Germany, Belgium, the Netherlands and Switzerland/Austria) and Chile may vary from expected amounts for a variety of reasons, including (a) changes in (1) the competitive or regulatory environment, (2) business plans or (3) our current or expected future operating results and (b) the availability of sufficient capital.  Accordingly, no assurance can be given that our actual property and equipment additions will not vary materially from our expectations.

Financing Activities. Our net cash flows from financing activities attributed to the Liberty Global Group and the LiLAC Group are as follows:
 
Six months ended
 
 
 
June 30,
 
 
 
2015
 
2014
 
Change
 
in millions
 
 
 
 
 
 
Net cash used by financing activities:
 
 
 
 
 
Liberty Global Group
$
(1,601.5
)
 
$
(4,377.8
)
 
$
2,776.3

LiLAC Group
376.3

 
(123.9
)
 
500.2

Inter-group eliminations
(107.3
)
 
441.8

 
(549.1
)
Total
$
(1,332.5
)
 
$
(4,059.9
)
 
$
2,727.4


The decrease in net cash used by our financing activities is primarily attributable to the net effect of (i) a decrease in cash used of $3,197.6 million related to higher net borrowings of debt, (ii) an increase in cash used of $184.3 million due to higher payments for financing costs and debt premiums, (iii) an increase in cash used of $142.2 million associated with the second quarter 2015 purchase of the remaining Ziggo shares that we did not already own and (iv) an increase in cash used of $125.7 million due to higher cash paid related to derivative instruments.

Free cash flow

We define free cash flow as net cash provided by our operating activities, plus (i) excess tax benefits related to the exercise of share-based incentive awards, (ii) cash payments for third-party costs directly associated with successful and unsuccessful acquisitions and dispositions and (iii) expenses financed by an intermediary, less (a) capital expenditures, as reported in our condensed consolidated statements of cash flows, (b) principal payments on amounts financed by vendors and intermediaries and (c) principal payments on capital leases (exclusive of the portions of the network lease in Belgium and the duct leases in Germany that we assumed in connection with certain acquisitions), with each item excluding any cash provided or used by our discontinued operations. We believe that our presentation of free cash flow provides useful information to our investors because this measure can be used to gauge our ability to service debt and fund new investment opportunities. Free cash flow should not be understood to represent our ability to fund discretionary amounts, as we have various mandatory and contractual obligations, including debt repayments, which are not deducted to arrive at this amount. Investors should view free cash flow as a supplement to, and not a substitute for, GAAP measures of liquidity included in our condensed consolidated statements of cash flows.


111

The following table provides the details of our free cash flow:
 
Six months ended June 30,
 
2015
 
2014
 
Liberty Global Group
 
LiLAC Group
 
Total
 
Liberty Global Group
 
LiLAC Group
 
Total
 
in millions
 
 
 
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities of our continuing operations
$
2,552.1

 
$
133.7

 
$
2,685.8

 
$
2,746.6

 
$
170.1

 
$
2,916.7

Excess tax benefits from share-based compensation (a)
16.0

 
1.9

 
17.9

 
—

 
—

 
—

Cash payments for direct acquisition and disposition costs
234.8

 
4.0

 
238.8

 
20.0

 
0.4

 
20.4

Expenses financed by an intermediary (b)
51.7

 
—

 
51.7

 
14.3

 
—

 
14.3

Capital expenditures
(1,151.0
)
 
(111.4
)
 
(1,262.4
)
 
(1,294.4
)
 
(107.6
)
 
(1,402.0
)
Principal payments on amounts financed by vendors and intermediaries
(732.1
)
 
—

 
(732.1
)
 
(399.4
)
 
—

 
(399.4
)
Principal payments on certain capital leases
(77.2
)
 
(0.2
)
 
(77.4
)
 
(96.8
)
 
(0.4
)
 
(97.2
)
Free cash flow
$
894.3

 
$
28.0

 
$
922.3

 
$
990.3

 
$
62.5

 
$
1,052.8

_______________

(a)
Excess tax benefits from share-based compensation represent the excess of tax deductions over the related financial reporting share-based compensation expense. The hypothetical cash flows associated with these excess tax benefits are reported as an increase to cash flows from financing activities and a corresponding decrease to cash flows from operating activities in our condensed consolidated statements of cash flows.

(b)
For purposes of our condensed consolidated statements of cash flows, expenses financed by an intermediary are treated as hypothetical operating cash outflows and hypothetical financing cash inflows when the expenses are incurred. When we pay the financing intermediary, we record financing cash outflows in our condensed consolidated statements of cash flows. For purposes of our free cash flow definition, we add back the hypothetical operating cash outflow when these financed expenses are incurred and deduct the financing cash outflows when we pay the financing intermediary. The inclusion of this adjustment represents a change in our definition of free cash flow that we implemented effective January 1, 2015. The free cash flow reported for the 2014 period has been revised to calculate free cash flow on a basis that is consistent with the new definition.


112

Contractual Commitments

The U.S. dollar equivalents of the commitments of our continuing operations as of June 30, 2015 are presented below:  
 
Payments due during:
 
Total
 
Remainder
of 2015
 
 
 
 
 
2016
 
2017
 
2018
 
2019
 
2020
 
Thereafter
 
 
in millions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt (excluding interest)
$
710.9

 
$
923.3

 
$
916.8

 
$
245.1

 
$
18.9

 
$
650.1

 
$
41,158.7

 
$
44,623.8

Capital leases (excluding interest)
101.3

 
153.2

 
113.8

 
86.9

 
73.8

 
73.7

 
826.4

 
1,429.1

Programming commitments
519.2

 
977.6

 
880.3

 
701.3

 
263.7

 
5.5

 
2.4

 
3,350.0

Network and connectivity commitments
190.7

 
265.6

 
239.3

 
124.5

 
86.9

 
62.8

 
907.0

 
1,876.8

Purchase commitments
797.0

 
157.7

 
70.3

 
12.2

 
4.3

 
—

 
—

 
1,041.5

Operating leases
88.8

 
152.5

 
128.3

 
110.3

 
89.8

 
56.3

 
293.9

 
919.9

Other commitments
209.9

 
190.4

 
146.5

 
89.8

 
45.1

 
22.4

 
27.6

 
731.7

Total (a)
$
2,617.8

 
$
2,820.3

 
$
2,495.3

 
$
1,370.1

 
$
582.5

 
$
870.8

 
$
43,216.0

 
$
53,972.8

Projected cash interest payments on debt and capital lease obligations (b):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liberty Global Group
$
965.3

 
$
2,184.5

 
$
2,089.2

 
$
2,076.2

 
$
2,058.6

 
$
2,044.9

 
$
6,285.0

 
$
17,703.7

LiLAC Group
70.6

 
145.3

 
145.1

 
145.1

 
145.1

 
145.2

 
407.6

 
1,204.0

Total
$
1,035.9

 
$
2,329.8

 
$
2,234.3

 
$
2,221.3

 
$
2,203.7

 
$
2,190.1

 
$
6,692.6

 
$
18,907.7

_______________ 

(a)
The commitments reflected in this table do not reflect any liabilities that are included in our June 30, 2015 condensed consolidated balance sheet other than debt and capital lease obligations. Our liability for uncertain tax positions in the various jurisdictions in which we operate ($387.7 million at June 30, 2015 ) has been excluded from the table as the amount and timing of any related payments are not subject to reasonable estimation.

(b)
Amounts are based on interest rates, interest payment dates and contractual maturities in effect as of June 30, 2015 . These amounts are presented for illustrative purposes only and will likely differ from the actual cash payments required in future periods. In addition, the amounts presented do not include the impact of our interest rate derivative contracts, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing.

Programming commitments consist of obligations associated with certain of our programming, studio output and sports rights contracts that are enforceable and legally binding on us in that we have agreed to pay minimum fees without regard to (i) the actual number of subscribers to the programming services, (ii) whether we terminate service to a portion of our subscribers or dispose of a portion of our distribution systems or (iii) whether we discontinue our premium sports services. In addition, programming commitments do not include increases in future periods associated with contractual inflation or other price adjustments that are not fixed. Accordingly, the amounts reflected in the above table with respect to these contracts are significantly less than the amounts we expect to pay in these periods under these contracts. Payments to programming vendors have in the past represented, and are expected to continue to represent in the future, a significant portion of our operating costs. In this regard, during the six months ended June 30, 2015 and 2014 , the third-party programming and copyright costs incurred by our broadband communications and DTH operations aggregated $1,123.3 million (including $1,001.6 million for the Liberty Global Group and $121.7 million for the LiLAC Group ) and $1,056.5 million (including $938.9 million for the Liberty Global Group and $117.6 million for the LiLAC Group ), respectively.

Network and connectivity commitments include (i) Telenet ’s commitments for certain operating costs associated with its leased network, (ii) commitments associated with our MVNO agreements and (iii) certain repair and maintenance, fiber capacity

113

and energy commitments of Unitymedia . Subsequent to October 1, 2015 , Telenet ’s commitments for certain operating costs will be subject to adjustment based on changes in the network operating costs incurred by Telenet with respect to its own networks. These potential adjustments are not subject to reasonable estimation and, therefore, are not included in the above table. The amounts reflected in the table with respect to certain of our MVNO commitments represent fixed minimum amounts payable under these agreements and, therefore, may be significantly less than the actual amounts we ultimately pay in these periods.

Purchase commitments include unconditional purchase obligations associated with commitments to purchase customer premises and other equipment that are enforceable and legally binding on us.

Commitments arising from acquisition agreements are not reflected in the above table. For additional information, see note 13 to our condensed consolidated financial statements. For information regarding our commitments under acquisition agreements, see note 3 to our condensed consolidated financial statements.

In addition to the commitments set forth in the table above, we have significant commitments under (i) derivative instruments and (ii) defined benefit plans and similar agreements, pursuant to which we expect to make payments in future periods. For information regarding projected cash flows associated with these derivative instruments, see Quantitative and Qualitative Disclosures about Market Risk - Projected Cash Flows Associated with Derivatives below . For information regarding our derivative instruments, including the net cash paid or received in connection with these instruments during the six months ended June 30, 2015 and 2014 , see note 4 to our condensed consolidated financial statements.

We also have commitments pursuant to agreements with, and obligations imposed by, franchise authorities and municipalities, which may include obligations in certain markets to move aerial cable to underground ducts or to upgrade, rebuild or extend portions of our broadband communication systems. Such amounts are not included in the above table because they are not fixed or determinable.

Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

General

The information in this section should be read in conjunction with the more complete discussion that appears under Quantitative and Qualitative Disclosures About Market Risk in our 2014 Annual Report on Form 10-K. The following discussion updates selected numerical information to June 30, 2015 .

We are exposed to market risk in the normal course of our business operations due to our investments in various foreign countries and ongoing investing and financing activities. Market risk refers to the risk of loss arising from adverse changes in foreign currency exchange rates, interest rates and stock prices. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. As further described below, we have established policies, procedures and processes governing our management of market risks and the use of derivative instruments to manage our exposure to such risks.

Cash

We invest our cash in highly liquid instruments that meet high credit quality standards. We are exposed to exchange rate risk to the extent that the denominations of our cash and cash equivalent balances, revolving lines of credit and other short-term sources of liquidity do not correspond to the denominations of our and our subsidiaries’ short-term liquidity requirements. In order to mitigate this risk, we actively manage the denominations of our cash balances in light of our and our subsidiaries’ forecasted liquidity requirements. At June 30, 2015 , $570.8 million or 69.7% , $105.6 million or 12.9% and $77.6 million or 9.5% of our consolidated cash balances were denominated in euros , U.S. dollars and British pounds sterling, respectively.


114

Foreign Currency Exchange Rates

The relationship between (i) the euro, the British pound sterling, the Swiss franc, the Hungarian forint, the Polish zloty, the Czech koruna, the Romanian lei and the Chilean peso and (ii) the U.S. dollar, which is our reporting currency, is shown below, per one U.S. dollar:
 
June 30, 2015
 
December 31, 2014
Spot rates:
 
 
 
Euro
0.8966

 
0.8264

British pound sterling
0.6360

 
0.6418

Swiss franc
0.9352

 
0.9939

Hungarian forint
282.65

 
261.44

Polish zloty
3.7576

 
3.5397

Czech koruna
24.525

 
22.914

Romanian lei
4.0170

 
3.7059

Chilean peso
639.00

 
606.90

 
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
Average rates:
 
 
 
 
 
 
 
Euro
0.9036

 
0.7293

 
0.8956

 
0.7295

British pound sterling
0.6526

 
0.5942

 
0.6565

 
0.5992

Swiss franc
0.9414

 
0.8891

 
0.9478

 
0.8908

Hungarian forint
276.58

 
223.13

 
275.48

 
223.88

Polish zloty
3.6941

 
3.0382

 
3.7095

 
3.0452

Czech koruna
24.753

 
20.018

 
24.650

 
20.019

Romanian lei
4.0153

 
3.2269

 
3.9865

 
3.2557

Chilean peso
617.85

 
554.69

 
621.28

 
553.41


Interest Rate Risks

In general, we seek to enter into derivative instruments to protect against increases in the interest rates on our variable-rate debt. Accordingly, we have entered into various derivative transactions to reduce exposure to increases in interest rates. We use interest rate derivative contracts to exchange, at specified intervals, the difference between fixed and variable interest rates calculated by reference to an agreed-upon notional principal amount. We also use interest rate cap and collar agreements that lock in a maximum interest rate if variable rates rise, but also allow our company to benefit, to a limited extent in the case of collars, from declines in market rates. At June 30, 2015 , we effectively paid a fixed interest rate on 97% of our total debt after considering the impact of our interest rate derivative instruments that convert variable rates to fixed rates, including interest rate caps and collars for which the specified maximum rate is in excess of the applicable June 30, 2015 base rate (out-of-the-money caps and collars). If out-of-the-money caps and collars are excluded from this analysis, the percentage of our total debt on which we effectively paid a fixed interest rate at June 30, 2015 declines to 96%. The final maturity dates of our various portfolios of interest rate derivative instruments generally fall short of the respective maturities of the underlying variable-rate debt. In this regard, we use judgment to determine the appropriate maturity dates of our portfolios of interest rate derivative instruments, taking into account the relative costs and benefits of different maturity profiles in light of current and expected future market conditions, liquidity issues and other factors. For additional information concerning the terms of these interest rate derivative instruments, see note 4 to our condensed consolidated financial statements.


115

Sensitivity Information

Information concerning the sensitivity of the fair value of certain of our more significant derivative instruments to changes in market conditions is set forth below. The potential changes in fair value set forth below do not include any amounts associated with the remeasurement of the derivative asset or liability into the applicable functional currency. For additional information, see notes 4 and 5 to our condensed consolidated financial statements.

Virgin Media Cross-currency and Interest Rate Derivative Contracts

Holding all other factors constant, at June 30, 2015 :

(i)
an instantaneous increase (decrease) of 10% in the value of the British pound sterling relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the Virgin Media cross-currency and interest rate derivative contracts by approximately £636 million ( $1,000 million );

(ii)
an instantaneous increase (decrease) of 10% in the value of the euro relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the Virgin Media cross-currency contracts by approximately €32 million ( $36 million ); and

(iii)
an instantaneous increase (decrease) in the relevant base rate of 50 basis points (0.50%) would have increased (decreased) the aggregate fair value of the Virgin Media cross-currency and interest rate derivative contracts by approximately £71 million ( $112 million ).

UPC Broadband Holding Cross-currency and Interest Rate Derivative Contracts

Holding all other factors constant, at June 30, 2015 :

(i)
an instantaneous increase (decrease) of 10% in the value of the Swiss franc, Polish zloty, Czech koruna and Hungarian forint relative to the euro would have decreased (increased) the aggregate fair value of the UPC Broadband Holding cross-currency and interest rate derivative contracts by approximately €476 million ( $531 million );

(ii)
an instantaneous increase (decrease) of 10% in the value of the euro relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the UPC Broadband Holding cross-currency and interest rate derivative contracts by approximately €275 million ( $307 million );

(iii)
an instantaneous increase (decrease) of 10% in the value of the Swiss franc and Romanian lei relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the UPC Broadband Holding cross-currency and interest rate derivative contracts by approximately €126 million ( $141 million ); and

(iv)
an instantaneous increase in the relevant base rate of 50 basis points (0.50%) would have increased the aggregate fair value of the UPC Broadband Holding cross-currency and interest rate derivative contracts by approximately €63 million ( $70 million ) and, conversely, a decrease of 50 basis points would have decreased the aggregate fair value by approximately €71 million ( $79 million ).

Ziggo Group Holding Cross-currency and Interest Rate Derivative Contracts

Holding all other factors constant, at June 30, 2015 :

(i)
an instantaneous increase (decrease) of 10% in the value of the euro relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the Ziggo cross-currency and interest rate derivative contracts by approximately €268 million ( $299 million ); and

(ii)
an instantaneous increase (decrease) in the relevant base rate of 50 basis points (0.50%) would have increased (decreased) the aggregate fair value of the Ziggo cross-currency and interest rate derivative contracts by approximately €155 million ( $173 million ).


116

Unitymedia Cross-currency Derivative Contracts

Holding all other factors constant, at June 30, 2015 , an instantaneous increase (decrease) of 10% in the value of the euro relative to the U.S. dollar would have decreased (increased) the aggregate value of the Unitymedia cross-currency derivative contracts by approximately €239 million ( $267 million ).

Telenet Interest Rate Caps, Collars and Swaps

Holding all other factors constant, at June 30, 2015 , an instantaneous increase (decrease) in the relevant base rate of 50 basis points (0.50%) would have decreased (increased) the aggregate fair value of the Telenet interest rate cap, collar and swap contracts by approximately €66 million ( $74 million ).

VTR Cross-currency Derivative Contracts

Holding all other factors constant, at June 30, 2015 , an instantaneous increase (decrease) of 10% in the value of the Chilean peso relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the VTR cross-currency derivative contracts by approximately CLP 107.6 billion ( $168 million ).

ITV Collar

Holding all other factors constant, at June 30, 2015 , an instantaneous increase of 10% in the per share market price of ITV ’s ordinary shares would have decreased the fair value of the ITV Collar by approximately £61 million ( $96 million ) and, conversely, a decrease of 10% would have increased the fair value by approximately £58 million ( $91 million ).

Sumitomo Collar

Holding all other factors constant, at June 30, 2015 , an instantaneous increase (decrease) of 10% in the per share market price of Sumitomo ’s common stock would have decreased (increased) the fair value of the Sumitomo Collar by approximately ¥5.5 billion ( $45 million ).


117

Projected Cash Flows Associated with Derivative Instruments

The following table provides information regarding the projected cash flows of our continuing operations associated with our derivative instruments. The U.S. dollar equivalents presented below are based on interest rates and exchange rates that were in effect as of June 30, 2015 . These amounts are presented for illustrative purposes only and will likely differ from the actual cash payments required in future periods. For additional information regarding our derivative instruments, including our counterparty credit risk, see note 4 to our condensed consolidated financial statements.
 
Payments (receipts) due during:
 
Total
 
Remainder of 2015
 
 
 
 
2016
 
2017
 
2018
 
2019
 
2020
 
Thereafter
 
 
in millions
Projected derivative cash payments (receipts), net:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liberty Global Group:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-related (a)
$
42.9

 
$
37.5

 
$
81.4

 
$
48.7

 
$
49.2

 
$
28.9

 
$
126.3

 
$
414.9

Principal-related (b)
(5.3
)
 
57.3

 
191.6

 
34.8

 
(49.1
)
 
(60.3
)
 
(849.7
)
 
(680.7
)
Other (c)
11.3

 
(151.9
)
 
(252.6
)
 
(73.0
)
 
—

 
—

 
—

 
(466.2
)
Total Liberty Global Group
48.9

 
(57.1
)
 
20.4

 
10.5

 
0.1

 
(31.4
)
 
(723.4
)
 
(732.0
)
LiLAC Group:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-related (a)
17.0

 
34.5

 
48.5

 
48.5

 
46.4

 
45.8

 
65.6

 
306.3

Principal-related (b)
—

 
—

 
—

 
—

 
—

 
—

 
(210.1
)
 
(210.1
)
Other (c)
(2.2
)
 
(0.3
)
 
—

 
—

 
—

 
—

 
—

 
(2.5
)
Total LiLAC Group
14.8

 
34.2

 
48.5

 
48.5

 
46.4

 
45.8

 
(144.5
)
 
93.7

Total
$
63.7

 
$
(22.9
)
 
$
68.9

 
$
59.0

 
$
46.5

 
$
14.4

 
$
(867.9
)
 
$
(638.3
)
_______________

(a)
Includes (i) the cash flows of our interest rate cap, collar and swap contracts and (ii) the interest-related cash flows of our cross-currency and interest rate swap contracts.

(b)
Includes the principal-related cash flows of our cross-currency contracts.

(c)
Includes amounts related to our equity-related derivative instruments and foreign currency forward contracts. We may elect to use cash or the collective value of the related shares and equity-related derivative instrument to settle the ITV Collar Loan and the Sumitomo Collar Loan .
        

118

Item 4.
CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

In accordance with Exchange Act Rule 13a-15, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer, principal accounting officer and principal financial officer (the Executives), of the effectiveness of our disclosure controls and procedures as of June 30, 2015 . In designing and evaluating the disclosure controls and procedures, the Executives recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is necessarily required to apply judgment in evaluating the cost-benefit relationship of possible controls and objectives. Based on that evaluation, the Executives concluded that our disclosure controls and procedures are effective as of June 30, 2015 , in timely making known to them material information relating to us and our consolidated subsidiaries required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934.  

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation described above that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.


119

PART II — OTHER INFORMATION

Item 1A. RISK FACTORS
In addition to the other information contained in this Quarterly Report on Form 10-Q, you should consider the following risk factors, which supplement those contained in our most recently filed Annual Report on Form 10-K, in evaluating our results of operations, financial condition, business and operations or an investment in the shares of our company. The risk factors described below relate to our new equity capital structure implemented on July 1, 2015, in connection with the LiLAC Transaction.
Although we describe below and elsewhere in this Quarterly Report on Form 10-Q and in our most recently filed Annual Report on Form 10-K the risks we consider to be the most material, there may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that also could have material adverse effects on our results of operations, financial condition, business or operations in the future. In addition, past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.
If any of the events described below, individually or in combination, were to occur, our businesses, prospects, financial condition, results of operations and/or cash flows could be materially adversely affected.
Risks Related to Our Equity Capital Structure
Holders of LiLAC Ordinary Shares and Liberty Global Ordinary Shares are shareholders of Liberty Global and are, therefore, subject to risks associated with an investment in our company as a whole, even if a holder does not own both LiLAC Ordinary Shares and Liberty Global Ordinary Shares. Even though we have attributed, for financial reporting purposes, all of our consolidated assets, liabilities, revenue, expenses and cash flows to either the LiLAC Group or the Liberty Global Group in order to prepare the attributed financial information for each of those groups, we retain legal title to all of our assets and our capitalization does not limit our legal responsibility, or that of our subsidiaries, for the liabilities included in any set of financial statement schedules. Holders of LiLAC Ordinary Shares and Liberty Global Ordinary Shares will not have any legal rights related to specific assets attributed to either group and, in any liquidation, holders of LiLAC Ordinary Shares and Liberty Global Ordinary Shares will be entitled to receive a pro rata share of our available net assets based on their respective numbers of liquidation units.
 
Our board of directors’ ability to reattribute businesses, assets and liabilities between the Liberty Global Group and the LiLAC Group may make it difficult to assess the future prospects of the LiLAC Group and/or the Liberty Global Group based on past performance.  Our board of directors is vested with discretion to reattribute businesses, assets and liabilities that are attributed to either the Liberty Global Group or the LiLAC Group to the other group, without the approval of any of our shareholders. Any such reattribution made by our board of directors, as well as the existence of the right in and of itself to effect a reattribution, may impact the ability of investors to assess the future prospects of either group, including liquidity and capital resource needs, based on past performance. Shareholders may also have difficulty evaluating the liquidity and capital resources of one group based on past performance, as our board of directors may use the other group’s liquidity to fund such group’s liquidity and capital expenditure requirements through the use of inter-group loans or other inter-group arrangements.
We could be required to use assets attributed to one group to satisfy liabilities attributed to the other group. The assets attributed to the LiLAC Group are potentially subject to the liabilities attributed to the Liberty Global Group, even if those liabilities arise from lawsuits, contracts or indebtedness that are attributed to the Liberty Global Group. While our proposed management and allocation policies provide that reattributions of assets between groups will result in the creation of an inter-group loan or an inter-group interest or an offsetting reattribution of cash or other assets, no provision of our new articles prevents us from satisfying liabilities of the Liberty Global Group with assets of the LiLAC Group, and our creditors will not in any way be limited by our equity capital structure from proceeding against any assets they could have proceeded against if we did not have such a structure. Holders of Liberty Global Ordinary Shares may face similar considerations in that assets attributed to the Liberty Global Group may be required to be used to satisfy liabilities attributed to the LiLAC Group.
The market price of the Ordinary Shares of each group may not reflect the performance of the respective group. We cannot assure you that the market price of the LiLAC Ordinary Shares will, in fact, reflect the performance of the group of businesses, assets and liabilities attributed to the LiLAC Group. Holders of LiLAC Ordinary Shares will be ordinary shareholders of our company as a whole and, as such, will be subject to all risks (and many of the corresponding benefits) associated with an investment in our company and all of our businesses, assets and liabilities. As a result, the market price of each class of LiLAC Ordinary Shares may be affected by the performance or financial condition of our company as a whole. An adverse market

120

reaction to events relating to the assets and businesses attributed to the Liberty Global Group, such as earnings announcements or announcements of new products or services, acquisitions or dispositions that the market does not view favorably, may have an adverse effect on the market price of LiLAC Ordinary Shares. Holders of Liberty Global Ordinary Shares may face similar considerations in that the price of the Liberty Global Ordinary Shares may not reflect the performance of the Liberty Global Group alone and may reflect the performance or financial condition of our company as a whole.
The market price of LiLAC Ordinary Shares may be volatile, could fluctuate substantially and could be affected by factors that do not affect traditional Ordinary Shares. To the extent the market price of LiLAC Ordinary Shares tracks the performance of more focused groups of businesses, assets and liabilities than the Old Liberty Global Ordinary Shares did prior to the LiLAC Transaction, the market prices of any class of LiLAC Ordinary Shares may be more volatile than the market price of Old Liberty Global Ordinary Shares historically was. The market price of LiLAC Ordinary Shares could also be more sensitive to events or developments that are material only for the LiLAC Group but would not be material for our company as a whole. The market price of LiLAC Ordinary Shares may be materially affected by, among other things:
▪
a potential discount that investors may apply because the LiLAC Ordinary Shares are issued by a common enterprise, rather than a standalone company;
▪
actual or anticipated fluctuations in the LiLAC Group’s operating results or in the operating results of particular companies attributable to the group;
▪
 
▪
events or developments affecting the countries or regions in which the businesses attributed to the LiLAC Group operate;
▪
potential acquisition activity in the LiLAC Group;
▪
issuances of debt or equity securities to raise capital by us or the companies in which we invest and the manner in which that debt or the proceeds of an equity issuance are attributed to the LiLAC Group;
▪
changes in financial estimates by securities analysts regarding the LiLAC Ordinary Shares or the businesses attributed to the LiLAC Group;
▪
the complex nature and the potential difficulties investors may have in understanding the terms of the LiLAC Ordinary Shares, as well as concerns regarding the possible effect of certain of those terms on an investment in our shares;
▪
the lack of market familiarity with tracking shares issued by an English company and of directly applicable legal precedent, since we are not aware of any other English company that has issued such shares; and
▪
general market conditions.
We have not historically paid any cash dividends, and we may not pay dividends equally or at all on any class of our ordinary shares.  We do not presently intend to pay cash dividends on any class of our ordinary shares for the foreseeable future. However, we will have the right to pay dividends, effect securities distributions or make bonus issues on the shares of each of the Liberty Global Group and the LiLAC Group in equal or unequal amounts, and we may pay dividends, effect securities distributions or make bonus issues on the shares of one group and not pay dividends, effect securities distributions or make bonus issues on shares of the other group. In addition, any dividends or distributions on, or repurchases of, shares relating to either group will reduce our “distributable reserves” (defined as our accumulated, realized profits less accumulated, realized losses, as measured for U.K. statutory purposes) legally available to be paid as dividends by our company under English law on any of our ordinary shares, including on the ordinary shares relating to the other group.

121

The fiduciary requirements on our board of directors may in certain circumstances mean that our board of directors makes decisions that could adversely affect only some holders of our shares or that have a disparate impact on holders of any of our shares.  Our equity capital structure could give rise to occasions when the interests of holders of Liberty Global Ordinary Shares might diverge or appear to diverge from the interests of holders of LiLAC Ordinary Shares. The Liberty Global Group and the LiLAC Group are not separate entities and thus holders of Liberty Global Ordinary Shares and LiLAC Ordinary Shares will not have the right to elect separate boards of directors. As a result, our company’s directors owe fiduciary duties under English law to our company as a whole as opposed to only particular shareholders or groups of shareholders, provided that the board’s actions are not found to be unfairly prejudicial to a shareholder’s interests. Decisions deemed to promote the success of the company for the benefit of its shareholders as a whole or otherwise deemed to be in the best interest of our company and all of our shareholders could be viewed as not being in the best interest of particular shareholders or groups of shareholders when considered independently. Examples include:
▪
decisions as to the terms of any business relationships that may be created between the Liberty Global Group and the LiLAC Group or the terms of any reattributions of businesses, assets and liabilities between the groups;
▪
decisions as to the allocation of consideration among the holders of Liberty Global Ordinary Shares and LiLAC Ordinary Shares, or among the classes of shares relating to either of our groups, to be received in connection with a scheme of arrangement involving our company;
▪
 
▪
decisions as to the allocation of corporate opportunities between the groups, especially where the opportunities might meet the strategic business objectives of both groups;
▪
decisions as to operational and financial matters that could be considered detrimental to one group but beneficial to the other;
▪
decisions resulting in the redesignation, or conversion, of LiLAC Ordinary Shares into Liberty Global Ordinary Shares or deferred shares;
▪
decisions regarding the creation of, and, if created, the subsequent increase or decrease of any inter-group interest or loan that one group may have in or to the other group;
▪
decisions as to the internal or external financing attributable to businesses or assets attributed to either of our groups;
▪
decisions as to the dispositions of assets of either of our groups; and
▪
decisions as to the payment of dividends on the shares or share buybacks relating to either of our groups.
Our directors’ or officers’ ownership of LiLAC Ordinary Shares and Liberty Global Ordinary Shares may create or appear to create conflicts of interest. If our directors or officers own disproportionate interests (in percentage or value terms) in LiLAC Ordinary Shares or Liberty Global Ordinary Shares, that disparity could create or appear to create conflicts of interest when they are faced with decisions that could have different implications for the holders of LiLAC Ordinary Shares or Liberty Global Ordinary Shares.
Other than pursuant to our management and allocation policies, we have not adopted and do not currently propose to adopt any specific procedures for consideration of matters involving a divergence of interests among holders of our two groups of ordinary shares, or among holders of different classes of shares relating to a specific group. Rather than develop additional specific procedures in advance, our board of directors intends to exercise its good faith business judgment from time to time, depending on the circumstances, as to how best to:
▪
obtain information regarding the divergence (or potential divergence) of interests;
▪
determine under what circumstances to seek the assistance of outside advisers;
▪
determine whether a committee of our board of directors should be appointed to address a specific matter and the appropriate members of that committee; and
▪
assess what is in the best interests of all of the company’s shareholders and relevant other stakeholders, and act in the way that the board of directors considers, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole, having considered the interests of its relevant stakeholders.
Our board of directors believes the advantage of retaining flexibility in determining how to fulfill its responsibilities in any such circumstances as they may arise outweighs any perceived advantages of adopting additional specific procedures in advance.

122

Even though our shareholders initially approved our management and allocation policies, our board of directors may subsequently change those policies to the detriment of either group without shareholder approval. Our board of directors has adopted, after shareholder approval, certain management and allocation policies to serve as guidelines in making decisions regarding the relationships between the Liberty Global Group and the LiLAC Group with respect to matters such as tax liabilities and benefits, inter-group loans, inter-group interests, attribution of assets, financing alternatives, corporate opportunities, payment of dividends and similar items. These policies also set forth the initial attribution of our businesses, assets and liabilities between the two groups. Our board of directors may change or make exceptions to these policies at any time, and no shareholder approval will be required for any such changes or exceptions. A decision to change, or make exceptions to, these policies or adopt additional policies could disadvantage one group disproportionately or exclusively advantage the other group.
Our management and allocation policies give our board of directors significant discretion. In addition to being subject to change, our management and allocation policies give our board of directors significant discretion. This includes discretion with respect to the recognition or adjustment of inter-group interests that the Liberty Global Group may be treated as holding in the LiLAC Group. This discretion will also extend to determining if, how and to what extent such inter-group interests will be taken into account in connection with any dividend or other distribution on the LiLAC Ordinary Shares, redesignation, or conversion, of LiLAC Ordinary Shares or any other transaction affecting the LiLAC Ordinary Shares. In making such determination, our board of directors may consider any factor that it deems appropriate, including without limitation, the tax effects of any event or transaction or the use of tax benefits. All determinations made by our board of directors in this regard will be final and binding on all holders of our ordinary shares. The broad discretion that these policies accord our board of directors also extends to other matters, including how future corporate opportunities that may present themselves in Latin America, Europe or elsewhere will be allocated between the LiLAC Group and the Liberty Global Group.
Our board of directors may, in its sole discretion, elect to redesignate, or convert, all of the LiLAC Ordinary Shares into Liberty Global Ordinary Shares, thereby changing the nature of the investment of holders of LiLAC Ordinary Shares and possibly diluting their economic interest in our company, which could result in a loss of value to them.  Our new articles will permit our board of directors, in its sole discretion, to redesignate, or convert, all of the LiLAC Ordinary Shares into Liberty Global Ordinary Shares. There is no current plan or intention to redesignate, or convert, the LiLAC Ordinary Shares into Liberty Global Shares. Our board of directors may elect to exercise this authority at any time if it determines that such redesignation is in the best interests of the company and all of our shareholders. This could occur, for example, if our board of directors determines that the aggregate equity valuation of our company would be increased by eliminating the separate LiLAC Ordinary Shares, or in connection with a sale or other strategic transaction. In addition, our board may determine to effect such redesignation in connection with the sale of all or substantially all of the assets of the LiLAC Group. A redesignation would preclude the holders of LiLAC Ordinary Shares from retaining their investment in a security that is intended to reflect separately the performance of the LiLAC Group. We cannot predict the impact on the market value of our shares of (1) our board of directors’ ability to effect any such redesignation or (2) the exercise of this redesignation right by our board of directors. In addition, our board of directors may effect such a redesignation at a time when the market value of our shares could cause the holders of the LiLAC Ordinary Shares to be disadvantaged.
Under certain circumstances, including in connection with a distribution to holders of LiLAC Ordinary Shares of securities of another corporation, we may reduce the number of LiLAC Ordinary Shares proportionally, thereby reducing the voting power and liquidity of such shares.  Our articles of association permit us to reduce the number of LiLAC Ordinary Shares in connection with certain transactions, including a distribution to holders of LiLAC Ordinary Shares of securities of another corporation or a distribution to holders of LiLAC Ordinary Shares following a disposition of the LiLAC Group. We expect that our board of directors would exercise this authority, in its discretion, in connection with a distribution to holders of LiLAC Ordinary Shares that would materially reduce the amount of assets attributed to the LiLAC Group. The purpose of reducing the number of LiLAC Ordinary Shares in this case would be to readjust the per share valuation and the aggregate voting power of the LiLAC Ordinary Shares to reflect the value of the assets attributed to the LiLAC Group following such transaction. Such reduction would further decrease the aggregate voting power of the LiLAC Ordinary Shares as compared to the Liberty Global Ordinary Shares. We cannot predict the impact on the market value of LiLAC Ordinary Shares of the possibility of any such reduction in the number of such shares, including any potential effects resulting from reduced liquidity of the remaining LiLAC Ordinary Shares.
A third party could acquire control of our company pursuant to an offer to acquire some or all of the Liberty Global Ordinary Shares only, leaving holders of LiLAC Ordinary Shares as minority shareholders. An offer to acquire shares in our company may be structured such that the offer is made to acquire only the Liberty Global Ordinary Shares. If such an acquisition of Liberty Global Ordinary Shares is successful, this would result in the holders of the LiLAC Ordinary Shares not sharing in any control premium paid to holders of the Liberty Global Ordinary Shares. In that case, holders of LiLAC Ordinary Shares

123

would continue to be minority shareholders of a company with a third party majority shareholder, with no ability to vote against such a change, participate in such offer or otherwise realize any control premium.
Holders of Liberty Global Ordinary Shares or LiLAC Ordinary Shares may receive less consideration upon a sale of all or substantially all of the assets attributed to that group than if that group were a separate company. We cannot assure you whether the per share consideration to be paid to holders of Liberty Global Ordinary Shares or LiLAC Ordinary Shares in connection with a sale of all or substantially all of the assets of the Liberty Global Group or the LiLAC Group, as applicable, will be equal to or more than the per share value of that share prior to or after the announcement of such a sale. In addition, if the the Liberty Global Group or the LiLAC Group were a separate, independent company and its shares were acquired by another person, certain costs of that sale, including corporate level or withholding or other cross-border taxes, might not be payable in connection with that acquisition. As a result, shareholders of a separate, independent company with the same assets might receive a greater amount of proceeds than the holders of Liberty Global Ordinary Shares or LiLAC Ordinary Shares, as applicable, would receive upon a sale of all or substantially all of the assets attributed to such group. Further, there is no requirement that the consideration paid be tax-free to the holders of the shares relating to that group. Accordingly, if we sell all or substantially all of the assets attributed to the Liberty Global Group or the LiLAC Group, the holders of the Liberty Global Ordinary Shares or LiLAC Ordinary Shares, as applicable, could suffer a loss in the value of their investment in our company.
Certain protections that our new articles provide to holders of LiLAC Ordinary Shares in connection with a sale of not less than 80% of the fair value of the assets of, or equity interests in, the LiLAC Group may not apply if we do not have sufficient distributable reserves or share premium available following such disposition. Our articles of association provide that in connection with a disposition of not less than 80% of the fair value of the assets of, or equity interests in, the LiLAC Group, subject to certain exempt dispositions, our board of directors will be required to distribute cash or other assets with a fair value equal to the available net proceeds of such disposition to holders of LiLAC Ordinary Shares (with or without a concurrent proportional reduction in the number of outstanding LiLAC Ordinary Shares), redesignate, or convert, a portion of LiLAC Ordinary Shares into Liberty Global Ordinary Shares at a 10% premium, or do a combination of the foregoing. However, our company’s ability to take any of such actions at the time may depend (and in the case of a dividend or other distribution, will depend) on the availability of sufficient distributable reserves for the payment of a dividend or other distribution or sufficient share premium required for the creation of additional shares. If sufficient distributable reserves or share premium are not available at the time of the disposition, our board of directors will be permitted to effect the disposition without distributing an amount equal to the net proceeds of such disposition to holders of LiLAC Ordinary Shares or redesignating LiLAC Ordinary Shares into Liberty Global Ordinary Shares, subject to the board’s fiduciary duties.
 
In the event of a liquidation of Liberty Global, neither holders of Liberty Global Ordinary Shares nor holders of LiLAC Ordinary Shares will have priority with respect to the assets attributed to the respective group remaining for distribution to shareholders. Under our new articles, upon Liberty Global’s liquidation, dissolution or winding up, holders of the LiLAC Ordinary Shares will be entitled to receive, in respect of their respective shares, their proportionate interest in all of Liberty Global’s assets, if any, remaining for distribution to holders of ordinary shares in proportion to their respective number of “liquidation units.” Relative liquidation units were determined based on the volume weighted average prices of the Liberty Global Ordinary Shares and the LiLAC Ordinary Shares over the 20 trading-day period commencing shortly following the LiLAC Transaction. Hence, the assets to be distributed to a holder of LiLAC Ordinary Shares upon a liquidation, dissolution or winding up of Liberty Global will not directly relate to the value of the assets attributed to the LiLAC Group and will not reflect changes in the relative value of the Liberty Global Group and the LiLAC Group over time. Holders of the Liberty Global Ordinary Shares may face similar considerations in the event of a liquidation in that any distribution to them upon a liquidation, dissolution or winding up may not directly relate to the value of the assets attributed to the Liberty Global Group and will not reflect changes to the relative values of the groups over time.
Holders of LiLAC Ordinary Shares will have separate voting rights only on a limited set of matters and could be outvoted by holders of Liberty Global Ordinary Shares on all other matters. Holders of Liberty Global Ordinary Shares and LiLAC Ordinary Shares will vote together as a single class, except in certain limited circumstances prescribed by our new articles or as required by English law. Each Class B ordinary share of each group will have ten votes, and each Class A ordinary share of each group will have one vote. Holders of Class C ordinary shares of each group will have no voting rights at general meetings of the company or meetings of all of the shares relating to one group. When holders of Liberty Global Ordinary Shares and LiLAC Ordinary Shares vote together as a single class, holders having a majority of the votes (or 75%, in the case of a vote requiring a special resolution) present and voting will be in a position to control the outcome of the vote even if the matter involves a conflict of interest among our shareholders or has a greater impact on one group than the other. As of July 1, 2015, the date of the distribution of the LiLAC Ordinary Shares, holders of Liberty Global Ordinary Shares collectively directed

124

approximately 95% of the aggregate voting power in our company, and holders of LiLAC Ordinary Shares collectively directed approximately 5% of the aggregate voting power in our company.
Our equity capital structure, as well as the fact that the LiLAC Group and the Liberty Global Group are not independent companies, may inhibit or prevent acquisition bids for either group and may make it difficult for a third party to acquire us, even if doing so may be beneficial to our shareholders.  If the LiLAC Group and the Liberty Global Group were separate independent companies, any person interested in acquiring the LiLAC Group or the Liberty Global Group without negotiating with management could seek control of that group by obtaining control of its outstanding voting shares, by means of a tender offer, or by means of a scheme of arrangement. Although we intend for the LiLAC Ordinary Shares to reflect the separate economic performance of the LiLAC Group, neither the LiLAC Group nor the Liberty Global Group are separate entities, and a person interested in acquiring only one group without negotiating with our management could obtain control of that group only by obtaining control of a majority in voting power of all of the outstanding voting shares of our company. The existence of shares, and different classes of shares, relating to different groups could present complexities and in certain circumstances pose obstacles, financial and otherwise, to an acquiring person that are not present in companies that do not have capital structures similar to the structure being proposed.

Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c)
Issuer Purchases of Equity Securities

The following table sets forth information concerning our company’s purchase of its own equity securities during the three months ended June 30, 2015 :  
Period
 
Total number  of shares  purchased
 
Average  price
paid per  share (a)
 
Total number of 
shares purchased as part of publicly 
announced  plans
or programs
 
Approximate
dollar value of
shares that may
yet be  purchased
under the plans or programs
 
 
 
 
 
 
 
 
 
April 1, 2015 through April 30, 2015:
 
 
 
 
 
 
 
Class A
—

 
$
—

 
—

 
(b)
Class C
2,988,975

 
$
50.58

 
2,988,975

 
(b)
May 1, 2015 through May 31, 2015:
 
 
 
 
 
 
 
Class A
—

 
$
—

 
—

 
(b)
Class C
2,811,148

 
$
51.15

 
2,811,148

 
(b)
June 1, 2015 through June 30, 2015:
 
 
 
 
 
 
 
Class A
—

 
$
—

 
—

 
(b)
Class C
3,071,423

 
$
53.00

 
3,071,423

 
(b)
Total — April 1, 2015 through June 30, 2015:
 
 
 
 
 
 
 
Class A
—

 
$
—

 
—

 
(b)
Class C
8,871,546

 
$
51.60

 
8,871,546

 
(b)
_______________ 

(a)
Average price paid per share includes direct acquisition costs and the effects of derivative instruments, where applicable.

(b)
At June 30, 2015 , the remaining amount authorized for share repurchases was $3,002.8 million .


125

Item 6.
EXHIBITS

Listed below are the exhibits filed as part of this Quarterly Report (according to the number assigned to them in Item 601 of Regulation S-K):
3 — Articles of Incorporation
3.1
 
Articles of Association of Liberty Global, effective as of July 1, 2015 (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 8-A filed June 19, 2015 (File No. 001-35961)).
 
 
 
4 — Instruments Defining the Rights of Securities Holders, including Indentures:
4.1
 
Indenture dated April 15, 2015, among UPCB Finance IV Limited, The Bank of New York Mellon, London Branch as Trustee, Principal Paying Agent, Transfer Agent and Security Agent, The Bank of New York Mellon as New York Paying Agent, New York Transfer Agent and Dollar Notes Registrar and The Bank of New York Mellon (Luxembourg) S.A. as Euro Notes Registrar and Transfer Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed April 21, 2015 (File No. 001-35961) (the April 2015 8-K/A)).
 
 
 
4.2
 
Additional Facility AK Accession Agreement, dated April 15, 2015, among UPC Financing Partnership as Borrower, The Bank of Nova Scotia as Facility Agent and Security Agent, UPC Broadband Holding B.V. and UPCB Finance IV Limited as Additional Facility AK Lender, under the UPC Broadband Holding Credit Facility (incorporated by reference to Exhibit 4.2 to the April 2015 8-K/A).
 
 
 
4.3
 
Additional Facility AL Accession Agreement, dated April 15, 2015, among UPC Financing Partnership as Borrower, The Bank of Nova Scotia as Facility Agent and Security Agent, UPC Broadband Holding B.V. and UPCB Finance IV Limited as Additional Facility AL Lender, under the UPC Broadband Holding Credit Facility (incorporated by reference to Exhibit 4.3 to the April 2015 8-K/A).
 
 
 
4.4
 
Additional Facility Z Accession Agreement, dated May 7, 2015, between, among others, Telenet International Finance S.a.r.L. as Borrower, Telenet N.V., The Bank of Nova Scotia as Facility Agent, KBC Bank N.V. Security Agent and The Royal Bank of Scotland PLC, Societe Generale, London Branch, Deutsche Bank AG, London Branch, Credit Suisse AG, London Branch, ScotiaBank Europe PLC and Goldman Sachs Bank USA as Additional Facility Z Lenders, under the Telenet Credit Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed May 13, 2015 (File No. 001-35961) (the May 2015 8-K)).
 
 
 
4.5
 
Additional Facility AA Accession Agreement, dated May 7, 2015, between, among others, Telenet International Finance S.a.r.L. as Borrower, Telenet N.V., The Bank of Nova Scotia as Facility Agent, KBC Bank N.V. Security Agent and The Royal Bank of Scotland PLC, Societe Generale, London Branch, Deutsche Bank AG, London Branch, Credit Suisse AG, London Branch, The Bank of Nova Scotia and Goldman Sachs Bank USA as Additional Facility AA Lenders, under the Telenet Credit Agreement(incorporated by reference to Exhibit 4.2 to the May 2015 8-K).
 
 
 
4.6
 
Additional Facility AL2 Accession Agreement, dated May 20, 2015, among UPC Financing Partnership as Borrower, The Bank of New York Nova Scotia as Facility Agent and Security Agent, UPC Broadband Holding B.V. and UPCB Finance IV Limited as Additional Facility AL2 Lender, under the UPC Broadband Holding Credit Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed May 21, 2015 (File No. 001-35961).
 
 
 
4.7
 
Additional Facility F Accession Agreement, dated May 29, 2015, among Virgin Media Bristol LLC as Borrower, The Bank of Nova Scotia as Facility Agent, Virgin Media Communications Networks Limited and the Bank of Nova Scotia as Additional Facility F Lender, under the Virgin Media Credit Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed June 4, 2015 (File No. 001-35961) (the June 2015 8-K)).
 
 
 
4.8
 
Amended and Restated First Lien Credit Agreement dated as of July 7, 2014, among Liberty Puerto Rico, the guarantors party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, each lender form time to time party thereto and Scotiabank de Puerto Rico as L/C Issuer and Swing Line Lender (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed July 2, 2015 (File No. 001-35961) (the July 2015 8-K)).
 
 
 
4.9
 
Amended and Restated Second Lien Credit Agreement dated as of July 7, 2014, among Liberty Puerto Rico, the guarantors party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, and each lender from time to time party thereto (incorporated by reference to Exhibit 4.2 to the July 2015 8-K).
 
 
 
4.10
 
Additional Term B-1 Facility Joinder Agreement dated as of June 1, 2015, among Liberty Puerto Rico, The Bank of Nova Scotia as Administrative Agent and Collateral Agent and the Additional Term B-1 Facility Lenders party thereto (incorporated by reference to Exhibit 4.3 to the July 2015 8-K).
 
 
 

126

4.11
 
Additional Term B-2 Facility Joinder Agreement dated as of June 1, 2015, among Liberty Puerto Rico, The Bank of Nova Scotia as Administrative Agent and Collateral Agent and the Additional Term B-2 Facility Lenders party thereto (incorporated by reference to Exhibit 4.3 to the July 2015 8-K).
 
 
 
4.12
 
Telenet Additional Facility X2 Accession Agreement, dated July 1, 2015, among inter alia, Telenet International Finance S.à.r.l. as Borrower, Telenet NV and Telenet International Finance S.à.r.l. as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and the financial institutions listed therein as Additional Facility X2 Lenders, under the €2,300,000,000 Credit Agreement, originally dated August 1, 2007, as amended and restated from time to time, among Telenet Bidco NV (now known as Telenet NV) as borrower, Toronto Dominion (Texas) LLC as facility agent, the parties listed therein as original guarantors, ABN AMRO Bank N.V., BNP Paribas S.A. and J.P. Morgan PLC as mandated lead arrangers, KBC Bank NV as security agent, and the financial institutions listed therein as initial original lenders (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed July 8, 2015 (File No. 001-35961)).
 
 
 
4.13
 
Senior Facilities Agreement, dated as of June 7, 2013 as amended on June 14, 2013 and as amended and restated on July 30, 2015, among, among others, Virgin Media Finance PLC, certain other subsidiaries of Virgin Media and the lenders thereto.*
 
 
 
4.14
 
Amended and Restated Third Supplemental Indenture, dated as of July 17, 2015 and effective as of July 1, 2015, among Virgin Media Inc., the Registrant and the Bank of New York Mellon as trustee to the Indenture, dated as of April 16, 2008, as amended and supplemented, for the Virgin Media 6.5% Convertible Senior Notes due 2016.*
 
 
 
4.15
 
Telenet Additional Facility AB Accession Agreement, dated July 24, 2015, among, inter alia, Telenet International Finance S.à.r.l. as Borrower, Telenet NV and Telenet International Finance S.à.r.l. as Guarantors, and the other parties thereto, under the €2,300,000,000 Credit Agreement, originally dated August 1, 2007, as amended and restated from time to time (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed July 30, 2015 (File No. 001-35061).

 
 
 
10 — Material Contracts:
 
 
 
10.1
 
Form of Performance Share Units Agreement under the 2014 Incentive Plan (Effective March 1, 2015 as amended and restated effective February 24, 2015, dated as of March 19, 2015, between the Registrant and Michael T. Fries.*
 
 
 
31 — Rule 13a-14(a)/15d-14(a) Certification:
 
 
 
31.1
 
Certification of President and Chief Executive Officer*
 
 
 
31.2
 
Certification of Executive Vice President and Co-Chief Financial Officer (Principal Financial Officer)*
 
 
 
31.3
 
Certification of Executive Vice President and Co-Chief Financial Officer (Principal Accounting Officer)*
 
 
 
32 — Section 1350 Certification**
 
 
 
99.1
 
Unaudited Attributed Financial Information*
 
 
 
101.INS
 
XBRL Instance Document*
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document*
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document*
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase*
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document*
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document*
_______________ 
*
Filed herewith
**
Furnished herewith




127

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
  
LIBERTY GLOBAL PLC
 
 
 
Dated:
August 4, 2015
  
/s/    M ICHAEL  T. F RIES        
 
 
  
Michael T. Fries
President and Chief Executive Officer
 
 
 
Dated:
August 4, 2015
  
/s/    C HARLES  H.R. B RACKEN        
 
 
  
Charles H.R. Bracken
Executive Vice President and Co-Chief
Financial Officer (Principal Financial Officer)
 
 
 
Dated:
August 4, 2015
  
/s/    B ERNARD  G. D VORAK        
 
 
  
Bernard G. Dvorak
Executive Vice President and Co-Chief
Financial Officer (Principal Accounting Officer)



128

EXHIBIT INDEX  

3 — Articles of Incorporation
3.1
 
Articles of Association of Liberty Global, effective as of July 1, 2015 (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 8-A filed June 19, 2015 (File No. 001-35961)).
 
 
 
4 — Instruments Defining the Rights of Securities Holders, including Indentures:
4.1
 
Indenture dated April 15, 2015, among UPCB Finance IV Limited, The Bank of New York Mellon, London Branch as Trustee, Principal Paying Agent, Transfer Agent and Security Agent, The Bank of New York Mellon as New York Paying Agent, New York Transfer Agent and Dollar Notes Registrar and The Bank of New York Mellon (Luxembourg) S.A. as Euro Notes Registrar and Transfer Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed April 21, 2015 (File No. 001-35961) (the April 2015 8-K/A)).
 
 
 
4.2
 
Additional Facility AK Accession Agreement, dated April 15, 2015, among UPC Financing Partnership as Borrower, The Bank of Nova Scotia as Facility Agent and Security Agent, UPC Broadband Holding B.V. and UPCB Finance IV Limited as Additional Facility AK Lender, under the UPC Broadband Holding Credit Facility (incorporated by reference to Exhibit 4.2 to the April 2015 8-K/A).
 
 
 
4.3
 
Additional Facility AL Accession Agreement, dated April 15, 2015, among UPC Financing Partnership as Borrower, The Bank of Nova Scotia as Facility Agent and Security Agent, UPC Broadband Holding B.V. and UPCB Finance IV Limited as Additional Facility AL Lender, under the UPC Broadband Holding Credit Facility (incorporated by reference to Exhibit 4.3 to the April 2015 8-K/A).
 
 
 
4.4
 
Additional Facility Z Accession Agreement, dated May 7, 2015, between, among others, Telenet International Finance S.a.r.L. as Borrower, Telenet N.V., The Bank of Nova Scotia as Facility Agent, KBC Bank N.V. Security Agent and The Royal Bank of Scotland PLC, Societe Generale, London Branch, Deutsche Bank AG, London Branch, Credit Suisse AG, London Branch, ScotiaBank Europe PLC and Goldman Sachs Bank USA as Additional Facility Z Lenders, under the Telenet Credit Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed May 13, 2015 (File No. 001-35961) (the May 2015 8-K)).
 
 
 
4.5
 
Additional Facility AA Accession Agreement, dated May 7, 2015, between, among others, Telenet International Finance S.a.r.L. as Borrower, Telenet N.V., The Bank of Nova Scotia as Facility Agent, KBC Bank N.V. Security Agent and The Royal Bank of Scotland PLC, Societe Generale, London Branch, Deutsche Bank AG, London Branch, Credit Suisse AG, London Branch, The Bank of Nova Scotia and Goldman Sachs Bank USA as Additional Facility AA Lenders, under the Telenet Credit Agreement(incorporated by reference to Exhibit 4.2 to the May 2015 8-K).
 
 
 
4.6
 
Additional Facility AL2 Accession Agreement, dated May 20, 2015, among UPC Financing Partnership as Borrower, The Bank of New York Nova Scotia as Facility Agent and Security Agent, UPC Broadband Holding B.V. and UPCB Finance IV Limited as Additional Facility AL2 Lender, under the UPC Broadband Holding Credit Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed May 21, 2015 (File No. 001-35961).
 
 
 
4.7
 
Additional Facility F Accession Agreement, dated May 29, 2015, among Virgin Media Bristol LLC as Borrower, The Bank of Nova Scotia as Facility Agent, Virgin Media Communications Networks Limited and the Bank of Nova Scotia as Additional Facility F Lender, under the Virgin Media Credit Facility (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed June 4, 2015 (File No. 001-35961) (the June 2015 8-K)).
 
 
 
4.8
 
Amended and Restated First Lien Credit Agreement dated as of July 7, 2014, among Liberty Puerto Rico, the guarantors party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, each lender form time to time party thereto and Scotiabank de Puerto Rico as L/C Issuer and Swing Line Lender (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed July 2, 2015 (File No. 001-35961) (the July 2015 8-K)).
 
 
 
4.9
 
Amended and Restated Second Lien Credit Agreement dated as of July 7, 2014, among Liberty Puerto Rico, the guarantors party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, and each lender from time to time party thereto (incorporated by reference to Exhibit 4.2 to the July 2015 8-K).
 
 
 


4.10
 
Additional Term B-1 Facility Joinder Agreement dated as of June 1, 2015, among Liberty Puerto Rico, The Bank of Nova Scotia as Administrative Agent and Collateral Agent and the Additional Term B-1 Facility Lenders party thereto (incorporated by reference to Exhibit 4.3 to the July 2015 8-K).
 
 
 
4.11
 
Additional Term B-2 Facility Joinder Agreement dated as of June 1, 2015, among Liberty Puerto Rico, The Bank of Nova Scotia as Administrative Agent and Collateral Agent and the Additional Term B-2 Facility Lenders party thereto (incorporated by reference to Exhibit 4.3 to the July 2015 8-K).
 
 
 
4.12
 
Telenet Additional Facility X2 Accession Agreement, dated July 1, 2015, among inter alia, Telenet International Finance S.à.r.l. as Borrower, Telenet NV and Telenet International Finance S.à.r.l. as Guarantors, The Bank of Nova Scotia as Facility Agent, KBC Bank NV as Security Agent and the financial institutions listed therein as Additional Facility X2 Lenders, under the €2,300,000,000 Credit Agreement, originally dated August 1, 2007, as amended and restated from time to time, among Telenet Bidco NV (now known as Telenet NV) as borrower, Toronto Dominion (Texas) LLC as facility agent, the parties listed therein as original guarantors, ABN AMRO Bank N.V., BNP Paribas S.A. and J.P. Morgan PLC as mandated lead arrangers, KBC Bank NV as security agent, and the financial institutions listed therein as initial original lenders (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed July 8, 2015 (File No. 001-35961)).
 
 
 
4.13
 
Senior Facilities Agreement, dated as of June 7, 2013 as amended on June 14, 2013 and as amended and restated on July 30, 2015, among, among others, Virgin Media Finance PLC, certain other subsidiaries of Virgin Media and the lenders thereto.*
 
 
 
4.14
 
Amended and Restated Third Supplemental Indenture, dated as of July 17, 2015 and effective as of July 1, 2015, among Virgin Media Inc., the Registrant and the Bank of New York Mellon as trustee to the Indenture, dated as of April 16, 2008, as amended and supplemented, for the Virgin Media 6.5% Convertible Senior Notes due 2016.*
 
 
 
4.15
 
Telenet Additional Facility AB Accession Agreement, dated July 24, 2015, among, inter alia, Telenet International Finance S.à.r.l. as Borrower, Telenet NV and Telenet International Finance S.à.r.l. as Guarantors, and the other parties thereto, under the €2,300,000,000 Credit Agreement, originally dated August 1, 2007, as amended and restated from time to time (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed July 30, 2015 (File No. 001-35061).
 
 
 
10 — Material Contracts:
 
 
 
10.1
 
Form of Performance Share Units Agreement under the 2014 Incentive Plan (Effective March 1, 2015 as amended and restated effective February 24, 2015, dated as of March 19, 2015, between the Registrant and Michael T. Fries.*
 
 
 
31 — Rule 13a-14(a)/15d-14(a) Certification:
 
 
 
31.1
 
Certification of President and Chief Executive Officer*
 
 
 
31.2
 
Certification of Executive Vice President and Co-Chief Financial Officer (Principal Financial Officer)*
 
 
 
31.3
 
Certification of Executive Vice President and Co-Chief Financial Officer (Principal Accounting Officer)*
 
 
 
32 — Section 1350 Certification**
 
 
 
99.1
 
Unaudited Attributed Financial Information*
 
 
 
101.INS
  
XBRL Instance Document*
 
 
101.SCH
  
XBRL Taxonomy Extension Schema Document*
 
 
101.CAL
  
XBRL Taxonomy Extension Calculation Linkbase Document*
 
 
101.DEF
  
XBRL Taxonomy Extension Definition Linkbase*
 
 
101.LAB
  
XBRL Taxonomy Extension Label Linkbase Document*
 
 
101.PRE
  
XBRL Taxonomy Extension Presentation Linkbase Document*
_______________ 
*
Filed herewith


**
Furnished herewith


Exhibit 4.13
CONFORMED COPY


VIRGIN MEDIA FINANCE PLC
as Parent
VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
VIRGIN MEDIA LIMITED
VIRGIN MEDIA WHOLESALE LIMITED
VMIH SUB LIMITED
VIRGIN MEDIA SFA FINANCE LIMITED
VIRGIN MEDIA BRISTOL LLC
as Original Borrowers
VIRGIN MEDIA FINANCE PLC
VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
VIRGIN MEDIA LIMITED
VIRGIN MEDIA WHOLESALE LIMITED
VMIH SUB LIMITED
VIRGIN MEDIA SFA FINANCE LIMITED
VIRGIN MEDIA SECURED FINANCE PLC
VIRGIN MEDIA BRISTOL LLC
NTL VICTORIA LIMITED
as Original Guarantors
CREDIT SUISSE AG, LONDON BRANCH
as Global Coordinator
CREDIT SUISSE AG, LONDON BRANCH
BANC OF AMERICA SECURITIES LIMITED
BARCLAYS BANK PLC
BNP PARIBAS FORTIS SA/NV
DEUTSCHE BANK AG, LONDON BRANCH
as Bookrunners and Mandated Lead Arrangers
THE BANK OF NOVA SCOTIA
as Facility Agent
DEUTSCHE BANK AG, LONDON BRANCH
as Security Trustee
the Lenders
SENIOR FACILITIES AGREEMENT  
(dated 7 JUNE 2013  as amended on 14 JUNE 2013 and as amended and restated on 17 July 2015 and  July 30 July )


50628347_22
Exhibit 4.13
CONFORMED COPY



50628347_22
TABLE OF CONTENTS

Page


1. DEFINITIONS AND INTERPRETATION    1
2. THE FACILITIES    69
3. CONDITIONS    75
4. UTILISATION    76
5. DOCUMENTARY CREDITS    78
6. ANCILLARY FACILITIES    86
7. OPTIONAL CURRENCIES    92
8. REPAYMENT OF REVOLVING FACILITY OUTSTANDINGS    93
9. REPAYMENT OF TERM FACILITY OUTSTANDINGS    94
10. CANCELLATION    94
11. VOLUNTARY PREPAYMENT    97
12. MANDATORY PREPAYMENT AND CANCELLATION    98
13. INTEREST ON REVOLVING FACILITY ADVANCES    105
14. INTEREST ON TERM FACILITY ADVANCES    106
15. MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES    107
16. COMMISSIONS AND FEES    111
17. TAXES    112
18. INCREASED COSTS    120
19. ILLEGALITY    122
20. MITIGATION    123
21. REPRESENTATIONS AND WARRANTIES    123
22. FINANCIAL COVENANT    130
23. UNDERTAKINGS    137

i
50628347_22
TABLE OF CONTENTS

Page

24. CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS    185
25. ACCEDING GROUP COMPANIES    187
26. EVENTS OF DEFAULT    191
27. DEFAULT INTEREST    198
28. GUARANTEE AND INDEMNITY    199
29. ROLE OF THE FACILITY AGENT, THE ARRANGERS, THE L/C BANKS AND OTHERS    204
30. BORROWERS’ INDEMNITIES    213
31. CURRENCY OF ACCOUNT    214
32. PAYMENTS    214
33. SET-OFF    218
34. SHARING AMONG THE RELEVANT FINANCE PARTIES    218
35. CALCULATIONS AND ACCOUNTS    220
36. ASSIGNMENTS AND TRANSFERS    222
37. COSTS AND EXPENSES    234
38. REMEDIES AND WAIVERS    236
39. NOTICES AND DELIVERY OF INFORMATION    236
40. ENGLISH LANGUAGE    239
41. PARTIAL INVALIDITY    239
42. AMENDMENTS    239
43. THIRD PARTY RIGHTS    245
44. COUNTERPARTS    246
45. GOVERNING LAW    246
46. JURISDICTION    246

ii
50628347_22
TABLE OF CONTENTS

Page

47. COMPLETE AGREEMENT    248
SCHEDULE 1 249
Part 1: Lenders and Commitments 249
Part 2: Lenders Tax Status 250
SCHEDULE 2 252
Part 1: The Original Guarantors 252
Part 2: Members of the Bank Group 253
SCHEDULE 3 CONDITIONS PRECEDENT AND SUBSEQUENT 265
Part 1: Intentionally Left Blank 265
Part 2: Intentionally Left Blank 266
Part 3: Form of Officer’s Certificate 267
SCHEDULE 4 269
Part 1: Form of Utilisation Request (Advances) 269
Part 2: Form of Utilisation Request (Documentary Credits) 270
SCHEDULE 5 FORM OF TRANSFER DEED 272
SCHEDULE 6 FORM OF TRANSFER AGREEMENT 277
SCHEDULE 7 FORM OF ACCESSION NOTICE 285
SCHEDULE 8 ACCESSION DOCUMENTS 290
SCHEDULE 9 292
Part 1: Form of Additional Facility Accession Deed 292
Part 2: Conditions Precedent to Additional Facility Utilisation 298
Part 3: Form of Additional Facility Officer’s Certificate 300
SCHEDULE 10 ORIGINAL SECURITY DOCUMENTS 301
SCHEDULE 11 303
Part 1: Existing Security Interests 303

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TABLE OF CONTENTS

Page

Part 2: Existing Loans 315
SCHEDULE 12 317
Part 1: - Existing Financial Indebtedness 317
Part 2: Existing Documentary Credits 318
Part 3: Existing Vendor Financing Arrangements 319
SCHEDULE 13 EXISTING HEDGE COUNTERPARTIES 320
SCHEDULE 14 FORM OF L/C BANK ACCESSION CERTIFICATE 321
SCHEDULE 15 FORM OF DOCUMENTARY CREDIT 322
SCHEDULE 16 FORM OF INCREASE CONFIRMATION 325
SCHEDULE 17 FORM OF RESIGNATION LETTER 328
SCHEDULE 18 TIMETABLE 329



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THIS AGREEMENT is dated 7 JUNE 2013 as amended on 14 June 2013 and as amended and restated on 17 July 2015 and 30 July 2015 .
BETWEEN:
(1)
VIRGIN MEDIA FINANCE PLC (the “ Parent ”);
(2)
VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED, VIRGIN MEDIA LIMITED, VIRGIN MEDIA WHOLESALE LIMITED, VMIH SUB LIMITED, VIRGIN MEDIA SFA FINANCE LIMITED AND VIRGIN MEDIA BRISTOL LLC (the “ Original Borrowers ”);
(3)
VIRGIN MEDIA FINANCE PLC, VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED, VIRGIN MEDIA LIMITED, VIRGIN MEDIA WHOLESALE LIMITED, VMIH SUB LIMITED, VIRGIN MEDIA SFA FINANCE LIMITED, VIRGIN MEDIA SECURED FINANCE PLC VIRGIN MEDIA BRISTOL LLC AND NTL VICTORIA LIMITED (“the Original Guarantors ”);
(4)
CREDIT SUISSE AG, LONDON BRANCH (the “ Global Coordinator ”);
(5)
CREDIT SUISSE AG, LONDON BRANCH, BANC OF AMERICA SECURITIES LIMITED, BARCLAYS BANK PLC, BNP PARIBAS FORTIS SA/NV AND DEUTSCHE BANK AG, LONDON BRANCH (each a ” Bookrunner ” and together, the “ Bookrunners ”);
(6)
CREDIT SUISSE AG, LONDON BRANCH, BANC OF AMERICA SECURITIES LIMITED, BARCLAYS BANK PLC, BNP PARIBAS FORTIS SA/NV AND DEUTSCHE BANK AG, LONDON BRANCH (each a “ Mandated Lead Arranger ” and together, the “ Mandated Lead Arrangers ”);
(7)
THE BANK OF NOVA SCOTIA (as agent for and on behalf of the Relevant Finance Parties, the “ Facility Agent ”);
(8)
DEUTSCHE BANK AG, LONDON BRANCH (as security trustee for and on behalf of the Relevant Finance Parties, the “ Security Trustee ”); and
(9)
THE LENDERS (as defined below).

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1.
DEFINITIONS AND INTERPRETATION
1.1
Definitions
“ 80% Security Test ” means the requirement that, save as otherwise provided in Clause 23.26 ( Further Assurance ), members of the Bank Group generating not less than 80% of EBITDA of the Bank Group (excluding for the purposes of this calculation, any EBITDA attributable to any Joint Venture) have acceded as Guarantors to this Agreement and, in each case, granted Security (or procured the granting of Security) pursuant to the Security Documents over:
(a)
prior to the Asset Security Release Date, all or substantially all of the assets of the Guarantors; and
(b)
on or after the Asset Security Release Date:
(i)
all of the shares in the Obligors held by any member of the Bank Group; and
(ii)
all of the shares in Virgin Media Finance PLC, Virgin Media Communications Limited and the Company and each of their immediate Subsidiaries;
(iii)
all of the rights of the relevant creditors in relation to Subordinated Funding; and
(iv)
Security over loans made by Virgin Media Finance PLC, Virgin Media Communications Limited and the Company and each of their immediate Subsidiaries to any other member of the Bank Group,
as tested by reference to each set of annual financial information relating to the Bank Group delivered to the Facility Agent pursuant to Clause 23.2(a)(ii) ( Financial information ).
“ Acceding Borrower ” means a member of the Bank Group or any Permitted Affiliate Parent which has complied with the requirements of Clause 25.2 ( Acceding Borrowers ).
“ Acceding Group Company ” means an Acceding Borrower or an Acceding Guarantor, as the context may require.
“ Acceding Guarantor ” means any member of the Bank Group or any Permitted Affiliate Parent which has complied with the requirements of Clause 25.3 ( Acceding Guarantors ).
“ Acceding Obligors ” means the Acceding Borrowers and the Acceding Guarantors.

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“ Acceleration Date ” means the date on which a written notice has been served under Clause 26.19 ( Acceleration ).
“ Acceptable Bank ” means:
(a)
a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of BBB+ or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or Baa1 or higher by Moody’s Investor Services Limited or a comparable rating from an internationally recognised credit rating agency; or
(b)
any other bank or financial institution approved by the Facility Agent (in consultation with the Company).
“ Accession Notice ” means a duly completed notice of accession substantially in the form of Schedule 7 ( Form of Accession Notice) (including any applicable limitation language) with such changes as may be agreed between the Company and the Facility Agent from time to time.
“ Accounting Period ” in relation to any person means any period of approximately three months or one year, as the context requires, for which accounts of such person are required to be delivered pursuant to this Agreement.
“ Accrued Amounts ” has the meaning given to such term in Clause 36.17 ( Pro rata Interest Settlement ).
“ Acquisition ” means the acquisition, whether by one or a series of transactions, (including, without limitation, by purchase, subscription or otherwise) of all or any part of the share capital or equivalent of any company or other person (including, without limitation, any partnership or joint venture) or any asset or assets of any company or other person (including, without limitation, any partnership or joint venture) constituting a business or separate line of business of that company or other person.
“ Acquisition Agreement ” means the merger agreement between, amongst others, Liberty Global Inc. and certain of its Subsidiaries and Virgin Media Inc. relating to the acquisition of the Virgin Media Inc. group and dated as of 5 February 2013.
“ Acquisition Cost ” means, in relation to an Acquisition, the value of the consideration for that Acquisition at the time of completion of that Acquisition and for this purpose:
(a)
the value at the time of completion of the Acquisition of any consideration to be paid or delivered after the time of completion of the Acquisition will be determined in accordance with the Relevant Accounting Principles;

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(b)
if the entity acquired becomes a member of the Bank Group as a result of the Acquisition, the aggregate principal amount of Financial Indebtedness of any entity acquired outstanding at the time of completion of the Acquisition (including without limitation any Lending Transaction (as defined in Clause 23.15(g) ( Loans and guarantees ) made by a member of the Bank Group in connection with the relevant Acquisition) will be counted as part of the consideration for that Acquisition;
(c)
if the entity acquired does not become a member of the Bank Group as a result of the Acquisition, the aggregate principal amount of Financial Indebtedness of the entity acquired at the time of completion of the Acquisition will be counted as part of the consideration for that Acquisition to the extent of the aggregate principal amount of the payment and repayment obligations in respect of such Financial Indebtedness assumed or guaranteed by any member of the Bank Group; and
(d)
subject to paragraphs (a), (b) and (c) above, the value at the time of completion of the Acquisition of any non-cash consideration will be determined in accordance with the Relevant Accounting Principles,
expressed in Sterling, if required, using the Facility Agent’s Spot Rate of Exchange on the date of completion of the Acquisition.
“ Act ” means the Companies Act 2006 (as amended).
“ Additional Facility ” has the meaning given to such term in Clause 2.5 ( Additional Facilities ).
“ Additional Facility Accession Deed ” means an agreement substantially in the form of Part 1 of Schedule 9 ( Form of Additional Facility Accession Deed ) with such changes as may be agreed between the Company and the relevant Lender.
“ Additional Facility Availability Period ” means, in relation to an Additional Facility, the availability period specified in the Additional Facility Accession Deed for that Additional Facility.
“ Additional Facility Borrower ” means any Borrower which becomes a Borrower under any Additional Facility.
“ Additional Facility Commencement Date ” has the meaning given to such term in Clause 2.5 ( Additional Facilities ).
“ Additional Facility Lender ” means a person which becomes a Lender under any Additional Facility in accordance with the terms of this Agreement.

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“ Additional Facility Margin ” means, in relation to any Additional Facility, the margin specified in and, if applicable, adjusted in accordance with the relevant Additional Facility Accession Deed.
“ Additional Facility Outstandings ” means, at any time, the aggregate principal amount of any Additional Facility Advances outstanding under this Agreement and of each Additional Facility Lender’s participation in an Outstanding L/C Amount.
“ Additional High Yield Notes ” means any notes where the incurrence of any Financial Indebtedness under such notes would not result in the Total Net Debt to Annualised EBITDA ratio (after giving pro forma effect to such incurrence and the use of proceeds thereof) on the Quarter Date prior to such incurrence (giving effect to any movement of cash out of the Bank Group since such date pursuant to any Permitted Payments) exceeding 5.50:1 and:
(a)
that are issued by the Parent or any Permitted Affiliate Holdco after the date of this Agreement pursuant to an Additional High Yield Offering;
(b)
having a final maturity (with no sinking fund payments) of no earlier than the latest Final Maturity Date then existing at the time of the issuing of such notes;
(c)
in respect of which the “cross-default” event of default with respect to a default under other indebtedness shall be limited to cross-default to any payment default or cross-acceleration;
(d)
that are unsecured;
(e)
that, if guaranteed, are not guaranteed by any member of the Bank Group other than the Company and/or Intermediate Holdco, provided that any such guarantee or guarantees so provided are (i) granted on subordination and release terms substantially the same as the existing guarantees of the Company and Intermediate Holdco in favour of the Existing High Yield Notes and (ii) subject to the terms of the HYD Intercreditor Agreement or a Supplemental HYD Intercreditor Agreement; and
(f)
that are designated as “Additional High Yield Notes” and “Parent Debt” by written notice from the Company to the Facility Agent and the Security Trustee 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.
“ Additional High Yield Offering ” means one or more offerings of the Additional High Yield Notes on a registration statement filed with the SEC or pursuant to an exemption from registration under the United States Securities Act of 1933, as amended, including

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pursuant to Rule 144A and/or Regulation S under the United States Securities Act of 1933, as amended.
“ Additional Senior Secured Notes ” means any notes where the incurrence of any Financial Indebtedness under such notes would not result in the ratios (giving effect to such incurrence and the use of proceeds thereof) on the Quarter Date prior to such incurrence (giving pro forma effect to any movement of cash out of the Bank Group since such date pursuant to any Permitted Payments) exceeding (i) a Senior Net Debt to Annualised EBITDA ratio of 4.50:1 or (ii) a Total Net Debt to Annualised EBITDA ratio of 5.50:1 and:
(a)
that are issued by the Parent, any Permitted Affiliate Parent, the Company, a Borrower or any other SSN Finance Subsidiary after the Closing Date;
(b)
having a final maturity (with no sinking fund payments) of no earlier than the latest Final Maturity Date then existing at the time of the issuing of such notes;
(c)
in respect of which the “cross-default” event of default with respect to a default under other indebtedness shall be limited to cross-default to any payment default or cross-acceleration;
(d)
in respect of which some or all of the Obligors have granted security and guarantees on the terms specified in the Group Intercreditor Agreement and substantially the same as to the Existing Senior Secured Notes; and
(e)
that are designated as (i) “Senior Secured Notes” by written notice from the Company to the Facility Agent, (ii) “New Senior Liabilities” under the Group Intercreditor Agreement by written notice from the Company to the Facility Agent and the Security Trustee, and (iii) “Designated Senior Liabilities” under the HYD Intercreditor Agreement, 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.
“ Advance ” means:
(a)
when designated “ Revolving Facility ”, the principal amount of each advance made or to be made under the Revolving Facility (but excluding for the purposes of this definition, any utilisation of the Revolving Facility by way of Ancillary Facility or Documentary Credit);
(b)
when designated “ Additional Facility ”, the principal amount of each advance made or to be made under an Additional Facility or arising in respect of an Additional Facility under Clause 14.3 ( Consolidation and Division of Term

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Facility Advances ) (but excluding for the purposes of this definition, any utilisation of an Additional Facility by way of Ancillary Facility or Documentary Credit); or
(c)
without any such designation, the “Additional Facility Advance” and/or the “Revolving Facility Advance”, as the context requires,
in each case as from time to time reduced by repayment or prepayment.
“ Affected Documentary Credit ” has the meaning given to such term in Clause 19.2 ( Illegality in Relation to an L/C Bank ).
“ Affiliate ” means, in respect of a person, a direct or indirect common Subsidiary or Holding Company of that person, or any other person which is under common control with that person (and for this purpose, control has the meaning given to it in section 416 of the Income and Corporation Taxes Act 1988 in force as at the Signing Date).
“ Agent ” means the Facility Agent or the Security Trustee (or both), as the context requires.
“ Alternative Reference Bank Rate ” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request by the Alternative Reference Banks:
(a)
in relation to LIBOR:
(i)
(other than where paragraph (ii) below applies) as the rate at which the relevant Alternative Reference Bank could borrow funds in the London interbank market in the relevant currency and for the relevant period were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period; or
(ii)
if different, as the rate (if any and applied to the relevant Alternative Reference Bank and the relevant currency and period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator; or
(b)
in relation to EURIBOR:
(i)
(other than where paragraph (ii) below applies) as the rate at which the relevant Alternative Reference Bank believes one prime bank is quoting to another prime bank for interbank term deposits in euro within the Participating Member States for the relevant period; or

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(ii)
if different, as the rate (if any and applied to the relevant Alternative Reference Bank and the relevant period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator.
“ Alternative Reference Banks ” means, in relation to an Advance in a currency other than Sterling, the principal London offices of Bank of America, N.A. and Credit Suisse AG, London Branch, in relation to an Advance in Sterling, the principal office in London of Credit Suisse AG, London Branch or such other banks as may be appointed by the Facility Agent with the consent of the Company.
“ Ancillary Facility ” means any:
(a)
overdraft, automated payment, cheque drawing or other current account facility;
(b)
forward foreign exchange facility;
(c)
derivatives facility;
(d)
a short term loan facility;
(e)
guarantee, bond issuance, documentary or stand-by letter of credit facility;
(f)
performance bond facility; and/or
(g)
such other facility or financial accommodation as may be required in connection with the Business and which is agreed in writing between the relevant Borrower and the relevant Ancillary Facility Lender.
“ Ancillary Facility Commitment ” means, in relation to an Ancillary Facility Lender at any time, and save as otherwise provided in this Agreement, the maximum Sterling Amount to be made available under an Ancillary Facility granted by it, to the extent not cancelled or reduced or transferred pursuant to the terms of such Ancillary Facility or under this Agreement.
“ Ancillary Facility Documents ” means the documents and other instruments pursuant to which an Ancillary Facility is made available and the Ancillary Facility Outstandings under it are evidenced.
“ Ancillary Facility Lender ” means any Lender which has notified the Facility Agent that it has agreed to its nomination in a Conversion Notice to be an Ancillary Facility Lender in respect of an Ancillary Facility granted pursuant to the terms of this Agreement.
“ Ancillary Facility Outstandings ” means (without double counting), at any time with respect to an Ancillary Facility Lender and each Ancillary Facility provided by it, the aggregate of:

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(a)
all amounts of principal then outstanding under any overdraft, automated payment, cheque drawing or other current account facility (determined in accordance with the applicable terms) as at such time (net of any Available Credit Balance); and
(b)
in respect of any other facility or financial accommodation, such other amount as fairly represents the aggregate potential exposure of that Ancillary Facility Lender with respect to it under its Ancillary Facility, as reasonably determined by that Ancillary Facility Lender from time to time in accordance with its usual banking practices for facilities or accommodation of the relevant type (including without limitation, the calculation of exposure under any derivatives facility by reference to the mark-to-market valuation of such transaction at the relevant time).
“ Ancillary Facility Termination Date ” has the meaning given to such term in Clause 6.1(g) ( Utilisation of Ancillary Facilities ).
“ Annualised EBITDA ” has the meaning given to it in Clause 22.1 ( Financial definitions ).
“ Anti-Terrorism Law ” means each of:
(a)
Executive Order No. 13224 on Terrorist Financing - Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism issued 23 September 2001, as amended by Order 13268 (as so amended, the Executive Order );
(b)
the Patriot Act;
(c)
the Money Laundering Control Act of 1986 18 U.S.C, section 1956; and
(d)
any similar law enacted in the United States subsequent to the date of this Agreement.
“ Arrangers ” means the Global Coordinator and the Mandated Lead Arrangers and “ Arranger ” means any of them.
“ Asset Passthrough ” means a series of transactions between the Borrower Holdco, one or more members of the Bank Group and an Asset Transferring Party where:
(a)
in the case of an asset being transferred by the Borrower Holdco to the Asset Transferring Party that asset:
(i)
is first transferred by the Borrower Holdco to a member of the Bank Group; and

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(ii)
may then be transferred between various members of the Bank Group, and is finally transferred (insofar as such transaction relates to the Bank Group) to an Asset Transferring Party; or
(b)
in the case of an asset being transferred by an Asset Transferring Party to the Borrower Holdco, that asset:
(i)
is first transferred by that Asset Transferring Party to a member of the Bank Group; and
(ii)
may then be transferred between various members of the Bank Group, and is finally transferred (insofar as such transaction relates to the Bank Group) to the Borrower Holdco,
and where the purpose of each such asset transfer is, in the case of an Asset Passthrough of the type described in paragraph (a) above, to enable the Borrower Holdco to indirectly transfer assets (other than cash) to that Asset Transferring Party and, in the case of an Asset Passthrough of the type described in paragraph (b) above, is to enable an Asset Transferring Party to indirectly transfer assets (other than cash) to the Borrower Holdco, in either case, by way of transfers of those assets to and from (and, if necessary, between) one or more members of the Bank Group in such a manner as to be neutral to the Bank Group taken as a whole provided that :
(c)
the consideration payable (if any) by the first member of the Bank Group to acquire such assets comprises either (i) cash funded or to be funded directly or indirectly by a payment from (in the case of an Asset Passthrough of the type described in paragraph (a) above) the Asset Transferring Party and (in the case of an Asset Passthrough of the type described in paragraph (b) above) the Borrower Holdco, in either case, in connection with that series of transactions or (ii) Subordinated Funding or (iii) the issue of one or more securities;
(d)
the consideration payable by (in the case of an Asset Passthrough of the type described in paragraph (a) above) the Asset Transferring Party is equal to the consideration received or receivable by the Borrower Holdco and (in the case of an Asset Passthrough of the type described in paragraph (b) above) by the Borrower Holdco is equal to the consideration received or receivable by the Asset Transferring Party (and for this purpose, a security issued by one company shall constitute equal consideration to a security issued by another company where such securities have been issued on substantially the same terms and subject to the same conditions);
(e)
all of the transactions comprising such a series of transactions (from and including the transfer of the assets by the Borrower Holdco to and including the acquisition

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of those assets by the Asset Transferring Party or vice versa ) are completed within two Business Days; and
(f)
upon completion of all of the transactions comprising such a series of transactions, no person (other than another member of the Bank Group) has any recourse to any member of the Bank Group and no member of the Bank Group which is not an Obligor may have any recourse to an Obligor, in each case in relation to such a series of transactions (other than in respect of (i) the Subordinated Funding or any rights and obligations under the securities, in each case, mentioned in paragraph ((c) above and (ii) covenants as to title provided, in the case of an Asset Passthrough of the type described in paragraph (a) above, in favour of the Asset Transferring Party on the same terms as such covenants were provided by the Borrower Holdco in respect of the relevant assets and, in the case of an Asset Passthrough of the type described in paragraph (b) above, in favour of the Borrower Holdco on the same terms as such covenants were provided by the Asset Transferring Party in respect of the relevant assets).
“ Asset Securitisation Subsidiary ” means any Subsidiary of the Company or any Subsidiary of any Permitted Affiliate Parent or any other member of the Bank Group, as applicable engaged solely in the business of effecting or facilitating any asset securitisation programme or programmes or one or more receivables factoring transactions.
“ Asset Security Release Date ” means the date on which the Security (other than any Security referred to in paragraph (b) of the definition of “80% Security Test”) is released in accordance with Clause 42.8 ( Asset Security Release ).
“ Asset Transferring Party ” means the member of the Wider Group (or any person in which a member of the Bank Group owns an interest but which is not a member of the Wider Group), other than a member of the Bank Group (except where the asset being transferred is a security where such member of the Wider Group may be a member of the Bank Group), who is the initial transferor or final transferee in respect of a transfer to or from the Borrower Holdco, as the case may be, through one or more members of the Bank Group.
“ Associated Company ” of a person means:
(a)
any other person which is directly or indirectly Controlled by, under common Control with or Controlling such person; or
(b)
any other person owning beneficially and/or legally directly or indirectly 10 per cent. or more of the equity interest in such person or 10 per cent. of whose equity is owned beneficially and/or legally directly or indirectly by such person.

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In this definition:
“ Control ” means the power of a person:
(a)
by means of the holding of shares or the possession of voting power in or in relation to any other person; or
(b)
by virtue of any powers conferred by the articles of association or other documents regulating any other person,
to direct or cause the direction of the management and policies of that other person,
and “ Controlled ” and “ Controlling ” have a corresponding meaning.
“ Auditors ” means a leading firm of independent and internationally recognised accountants appointed by the Reporting Entity as its auditors for the purposes of preparing the audited consolidated accounts of the Reporting Entity.
“ Authorisation ” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.
“ Availability Period ” means the period from and including the Signing Date to and including:
(a)
in respect of each Term Facility (other than any Additional Facility), the date falling 60 days from the Closing Date; and
(b)
in respect of the Revolving Facility, the date falling 30 days prior to the Final Maturity Date.
“ Available Additional Facility Commitment ” means, in relation to a Lender and an Additional Facility, at any time and save as otherwise provided in this Agreement, its Additional Facility Commitment in relation to that Additional Facility at such time less the Sterling Amount of its share of the Additional Facility Advances made under that Additional Facility, adjusted to take account of:
(a)
any cancellation or reduction of, or any transfer by such Lender or any transfer to it of, any Additional Facility Commitment in relation to that Additional Facility, in each case, pursuant to the terms of this Agreement; and
(b)
in the case of any proposed Utilisation, the Sterling Amount of its share of (i) such Additional Facility Advance and/or Documentary Credit which pursuant to any other Utilisation Request is to be made, or as the case may be, issued under the Additional Facility, (ii) any Additional Facility Advance in respect of any Additional Facility which is a revolving facility which is due to be repaid or expire and (iii) any Additional Facility Advance and/or Documentary Credit

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issued under the Additional Facility which is due to be repaid or expire (as the case may be), in each case, on or before the proposed Utilisation Date,
provided always that such amount shall not be less than zero.
“ Available Ancillary Facility Commitment ” means, in relation to an Ancillary Facility Lender and an Ancillary Facility granted by it at any time, and save as otherwise provided in this Agreement or in the applicable Ancillary Facility Documents, its Ancillary Facility Commitment at such time, less the Sterling Amount of the relevant Ancillary Facility Outstandings at such time, provided always that such amount shall not be less than zero.
“ Available Commitment ” means, in relation to a Lender, the aggregate amount of its Available Additional Facility Commitments, its Available Revolving Facility Commitments and its Available Ancillary Facility Commitments, or, in the context of a particular Facility, its Available Additional Facility Commitments, its Available Revolving Facility Commitments or its Available Ancillary Facility Commitments, as the context may require.
“ Available Credit Balance ” means, in relation to an Ancillary Facility, credit balances on any account of any Borrower of that Ancillary Facility with the Ancillary Facility Lender making available that Ancillary Facility to the extent that those credit balances are freely available to be set off by that Ancillary Facility Lender against liabilities owed to it by that Borrower under that Ancillary Facility.
“ Available Facility ” means, in relation to a Facility, at any time, the aggregate amount of the Available Commitments in respect of that Facility at that time.
“ Available Revolving Facility ” means, at any time, the aggregate amount of the Available Revolving Facility Commitments.
“ Available Revolving Facility Commitment ” means, in relation to a Lender, at any time and save as otherwise provided in this Agreement, its Revolving Facility Commitment at such time, less the Sterling Amount of its share of the Revolving Facility Outstandings, adjusted to take account of:
(a)
any cancellation or reduction of, or any transfer by such Lender or any transfer to it of, any Revolving Facility Commitment, in each case, pursuant to the terms of this Agreement; and
(b)
in the case of any proposed Utilisation, the Sterling Amount of its share of (i) such Revolving Facility Advance and/or Documentary Credit which pursuant to any other Utilisation Request is to be made, or as the case may be, issued under the Revolving Facility, and (ii) any Revolving Facility Advance and/or Documentary Credit issued under the Revolving Facility which is due to be repaid

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or expire (as the case may be), in each case, on or before the proposed Utilisation Date,
provided always that such amount shall not be less than zero.
“ Bank Group ” means:
(a)
for the purposes of the definition of “Bank Group Consolidated Revenues”, Clause 23.2 ( Financial information ), Clause 22 ( Financial Covenant ) and any other provisions of this Agreement using the terms defined in Clause 22 ( Financial Covenant ):
(i)
the Company and any Permitted Affiliate Parent;
(ii)
each of the Company’s and any Permitted Affiliate Parent’s other direct and indirect Subsidiaries from time to time, excluding the Bank Group Excluded Subsidiaries; and
(iii)
without prejudice to paragraph (ii) above, each of the direct and indirect Subsidiaries of Virgin Media Communications, excluding any Subsidiary thereof which has a direct or indirect interest in the Company and excluding the Bank Group Excluded Subsidiaries;
(b)
for the purposes of the definition of “Hedge Obligor” in the HYD Intercreditor Agreement:
(i)
the Parent, any Permitted Affiliate Parent and each of their direct and indirect Subsidiaries from time to time, other than the Bank Group Excluded Subsidiaries; and
(ii)
each of the direct and indirect Subsidiaries of Virgin Media Communications to the extent not already included by virtue of paragraph (i) above, excluding any Subsidiary thereof which has a direct or indirect interest in the Company and excluding the Bank Group Excluded Subsidiaries; and
(c)
for all other purposes including for the purposes of the definition of “Bank Group” under the Group Intercreditor Agreement:
(i)
the Company, any Permitted Affiliate Parent and each of their direct and indirect Subsidiaries from time to time, other than the Bank Group Excluded Subsidiaries; and
(ii)
each of the direct and indirect Subsidiaries from time to time of Virgin Media Communications to the extent not already included by virtue of

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paragraph (i) above, excluding any Subsidiary thereof which has a direct or indirect interest in the Company and excluding the Bank Group Excluded Subsidiaries,
but excluding for all purposes under paragraphs (a), (b) and (c) above any Permitted Joint Ventures.
For information purposes only, the members of the Bank Group as at the Signing Date for the purposes of paragraph (c) above are listed in Part 2 of Schedule 2 ( Members of the Bank Group ).
“ Bank Group Consolidated Revenues ” means, in respect of any period, the consolidated revenues for the Bank Group for that period as evidenced by the financial information provided in respect of that period pursuant to Clause 23.2 ( Financial information ).
“ Bank Group Excluded Subsidiary ” means:
(a)
any Subsidiary of the Company, any Subsidiary of any Permitted Affiliate Parent or any Subsidiary of Virgin Media Communications which is a Dormant Subsidiary and which is not a Guarantor;
(b)
any Unrestricted Subsidiary;
(c)
NTL Fawnspring Limited;
(d)
any Subsidiary of the Company, any Subsidiary of any Permitted Affiliate Parent or any Subsidiary of Virgin Media Communications which is a Project Company;
(e)
any Asset Securitisation Subsidiary; and
(f)
any company which becomes a Subsidiary of the Parent, a Subsidiary of any Permitted Affiliate Parent or a Subsidiary of any Virgin Media Communications in each case, after the Signing Date pursuant to an Asset Passthrough,
provided that any Bank Group Excluded Subsidiary may, at the election of the Company and upon not less than 10 Business Days prior written notice to the Facility Agent, cease to be a Bank Group Excluded Subsidiary and become a member of the Bank Group.
“ Bank Group Reconciliation ” means an unaudited schedule to any financial statements of the Reporting Entity delivered in accordance with Clause 23.2 ( Financial Information ), demonstrating the necessary adjustments made to the financial statements of the Reporting Entity to derive financial information applicable to the Bank Group prepared in accordance with the Relevant Accounting Principles.

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“ Bank Levy ” means the bank levy which is imposed under section 73 of, and schedule 19 to, the Finance Act 2011 (the “ UK Bank Levy ”) and any levy or Tax of an equivalent nature imposed in any jurisdiction in a similar context or for a similar reason to that in and/or which the UK Bank Levy has been imposed by reference to the equity and liability of a financial institution or other person carrying out financial transactions.
“ Barclays Intercreditor Agreement ” has the meaning given to such term in the Group Intercreditor Agreement.
“ Basel II ” has the meaning given to such term in Clause 18.3(f) ( Exceptions ).
“ Beneficiary ” means a beneficiary in respect of a Documentary Credit.
“ Borrowers ” means the Original Borrowers and any Acceding Borrower.
“ Borrower Holdco ” means a direct Holding Company of a member of the Bank Group which is not a member of the Bank Group.
“ Break Costs ” means:
(a)
the amount (if any) by which:
(i)
the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in an Advance or Unpaid Sum to the last day of the current Interest Period or Term in respect of that Advance or Unpaid Sum, had the amount so received been paid on the last day of that Interest Period or Term;
exceeds:
(ii)
the amount which that Lender would be able to obtain by placing an amount equal to the principal amount of such Advance or Unpaid Sum received or recovered by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following such receipt or recovery and ending on the last day of the current Interest Period or Term; or
(b)
for the purposes of Clause 11.4 ( Notice of Prepayment or Cancellation ), the loss suffered by any Lender as a result of having to unwind any funding contract for reinvestment of proceeds which it had entered into or initiated upon receipt of the notice of prepayment and/or cancellation referred to in Clause 11.4 ( Notice of Prepayment or Cancellation ).
“ Business ” means:
(a)
the provision of broadband and communications services, including:

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(i)
residential telephone, mobile telephone, cable television and Internet services, including wholesale Internet access solutions to Internet service providers;
(ii)
data, voice and Internet services to large businesses, public sector organisations and small and medium sized enterprises; and
(iii)
national and international communications transport services to communications companies;
(b)
the provision of Content;
(c)
that comprises being a Holding Company of one or more persons engaged in such business referred to in paragraphs (a), (b) and (d) of this definition; and
(d)
the provision of services substantially the same or similar to those provided by any member of the Wider Group on the First Effective Date,
and any related ancillary or complementary business to any of the services described above and references to business or ordinary course of business shall be similarly construed.
“ 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$, on which banks generally are open for business in New York; and
(d)
if such reference relates to a date for the payment or purchase of any sum denominated in an Optional Currency (other than euro or US$), the principal financial centre of the country of that currency.
“ Business Division Transaction ” means any sale, transfer, demerger, contribution, spin off or distribution of, any creation or participation in any joint venture and/or entering into any other transaction or taking any action with respect to, in each case, any assets, undertakings and/or businesses of the Group which comprise all or part of the Virgin Media business division (or its predecessors or successors), to or with any other entity or person, whether or not within the Group or the Bank Group, in each case, where such transaction has the prior approval of the Instructing Group.

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“Capital Expenditure ” means any expenditure which is or will be treated as a capital expenditure in the audited consolidated financial statements of the Bank Group in accordance with the Relevant Accounting Principles.
“ Captive Insurance Company ” means any captive insurance company for the Wider Group (or any part thereof, which includes the Bank Group).
“ Cash ” means, at any time:
(a)
all Cash Equivalent Investments; and
(b)
cash (in cleared balances) denominated in Sterling (or any other currency freely convertible into Sterling) and credited to an account in the name of a member of the Bank Group or the Parent or any other issuer of Parent Debt (as applicable) with an Acceptable Bank and to which such a member of the Bank Group or the Parent or any other issuer of Parent Debt (as applicable) is alone beneficially entitled and for so long as:
(i)
such cash is repayable on demand (including any cash held on time deposit which is capable of being broken and the balance received within two Business Days of notice provided that any such cash shall only be taken into account net of any penalties or costs which would be incurred in breaking the relevant time deposit); or
(ii)
such cash has been deposited with an Acceptable Bank as security for any performance bond, guarantee, standby letter of credit or similar facility the contingent liabilities relating to such having been included in the calculation of Senior Net Debt or Total Net Debt (as applicable),
and, in any such case,
(A)
repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of the Bank Group or the Parent or any other issuer of Parent Debt (as applicable) or of any other person whatsoever or on the satisfaction of any other condition;
(B)
there is no encumbrance over that cash except for the Security or any encumbrance constituted by a netting or set-off arrangement entered into by members of the Bank Group or the Parent or any other issuer of Parent Debt (as applicable) in the ordinary course of their banking arrangements and any security interest granted in connection with such banking arrangements; and

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(C)
the cash is freely and (except as mentioned in paragraph (ii) above) immediately available to be applied in repayment or prepayment of the Facilities or Financial Indebtedness of the Bank Group, the Parent or any other issuer of Parent Debt (as applicable).
“ Cash Equivalent Investment ” means:
(a)
debt securities which are freely negotiable and marketable:
(i)
which mature not more than 12 months from the relevant date of calculation; and
(ii)
which are rated at least A 1 by Standard & Poor’s or Fitch or P 1 by Moody’s;
(b)
certificates of deposit of, or time deposits or overnight bank deposits with, any Acceptable Bank or commercial bank whose short-term securities are rated at least A 2 by Standard and Poor’s or Fitch or P 2 by Moody’s and having maturities of 12 months or less from the date of acquisition;
(c)
commercial paper of, or money market accounts or funds with or issued by, an issuer rated at least A 2 by Standard & Poor’s or Fitch or P 2 by Moody’s (or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating) and having an original tenor of 12 months or less;
(d)
medium term fixed or floating rate notes of an issuer rated at least A 1 by Standard & Poor’s or Fitch or P 1 by Moody’s at the time of acquisition and having a remaining term of 12 months or less from the date of acquisition;
(e)
any investment in a money market fund or enhanced yield fund (i) whose aggregate assets exceed £250,000,000 and (ii) at least 90 per cent. of whose assets constitute Cash Equivalent Investments of the type described in paragraphs (a) to (d) of this definition;
(f)
any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area, any Participating Member State or any country in which a member of the Bank Group is incorporated and/or carries out its business, or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;
(g)
marketable general obligations issued by any political subdivision of the United States of America, the United Kingdom, any member state of the European

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Economic Area, any Participating Member State or any country in which a member of the Bank Group is incorporated and/or carries out its business, or by an instrumentality thereof maturing within one year from the date of acquisition (provided that the full faith and credit of the United States of America, the United Kingdom, any member state of the European Economic Area, any Participating Member State or such country is pledged in support thereof) and, at the time of acquisition, having a credit rating of A- or higher from either Standard & Poor’s Rating Services or Fitch Ratings Ltd or A-3 or higher by Moody’s Investors Service Limited;
(h)
sterling bills of exchange eligible for rediscount at the Bank of England and accepted by an Acceptable Bank (or their dematerialised equivalent);
(i)
repurchase obligations with a term of not more that seven days from underlying securities of the types described in paragraphs (e), (f) and (g) above and entered into with an Acceptable Bank; or
(j)
any other debt security approved by the Instructing Group,
in each case to which any member of the Bank Group or the Parent or any other issuer of Parent Debt is alone (or, in the case of a member of the Bank Group, together with other members of the Bank Group) beneficially entitled at that time and which is not issued or guaranteed by any member of the Bank Group or subject to any security (other than Security arising under the Security Documents).
“ Cash Flow ” means, for any period, as set out in the most recent relevant management accounts of or in respect of the Target for that period, the Annualised EBITDA of or relating to the Target for such period:
(a)
minus Capital Expenditure of or relating to the Target for such period;
(b)
minus all Taxes actually paid and/or falling due for payment by or in respect of the Target during such period;
(c)
minus the amount of all dividends, redemptions and other distributions payable by the Target during such period on, or in respect of any of its share capital not held by a member of the Bank Group;
(d)
minus any increase or plus any decrease in working capital of or in respect of the Target for such period;
(e)
minus the aggregate of (i) Interest payable by or in respect of the Target during such period and (ii) an amount equal to the Interest that would have been payable in respect of an Advance made during such period in an amount equal to the principal amount of Financial Indebtedness incurred in connection with the

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Acquisition of the Target, and plus any Interest that was received by the Target during such period; and
(f)
minus all extraordinary or exceptional items (including one off restructuring costs) which were paid by the Target during such period on (net of any cash proceeds of insurance or warranty claims which relate to such items) and plus all extraordinary or exceptional items which were received by or in respect of the Target during such period.
For the purposes of the above calculation no item shall be effectively deducted or credited more than once.
“ Centre of Main Interests ” has the meaning given to such term in Article 3(1) of Council Regulation (EC) NO 1346/2000 of 29 May 2000 on Insolvency Proceedings.
“ Certain Funds Acquisition ” means the acquisition, whether by one or a series of transactions, (including, without limitation, by purchase, subscription or otherwise) of all or any part of the share capital or equivalent of any company or other person (including, without limitation, any partnership or joint venture) or any asset or assets of any company or other person (including, without limitation, any partnership or joint venture) by a member of the Bank Group which is permitted by this Agreement and where the relevant vendor requires, or it is commercially advantageous in connection with any competitive bid process that, as determined in the sole opinion of the Company, such bid is submitted and/or such acquisition is completed on a certain funds basis.
“ Change in Tax Law ” means the introduction, implementation, repeal, withdrawal or change in, or in the interpretation, administration or application of any Law relating to taxation (a) in the case of a participation in an Advance by a Lender named in Part 1 of Schedule 1 ( Lenders and Commitments ) after the Signing Date, or (b) in the case of a participation in an Advance by any other Lender, after the date upon which such Lender becomes a party to this Agreement in accordance with the provisions of Clause 36 ( Assignments and Transfers ).
“ Change of Control ” has the meaning given to it in Clause 12.1 ( Change of Control ).
“ Clean Up Period ” has the meaning given to it in Clause 26.3 ( Breach of other obligations )
“ Closing Date ” means the date on which Completion occurs.
“ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder. Section references to the Code are to the Code, as in effect at the Signing Date and any subsequent provisions of the Code, amendatory of it, supplemental to it or substituted therefor.

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“ Commitment Letter ” means the commitment letter dated on or about 9 February 2013 entered into between, among others, the Viper US MergerCo 1 LLC and the Mandated Lead Arrangers.
“ Commitments ” means:
(a)
when designated “ Additional Facility ” in relation to a Lender and an Additional Facility at any time and save as otherwise provided in this Agreement,
(i)
the amount set opposite its name in the Additional Facility Accession Deed in relation to that Additional Facility and the amount of any other Additional Facility Commitment in relation to that Additional Facility transferred to it under this Agreement;
(ii)
the amount specified in the Transfer Deed or the Transfer Agreement pursuant to which such Lender becomes a party to this Agreement; and
(iii)
any amount of that Additional Facility assumed by it in accordance with Clause 2.2 ( Increase ); and
(b)
when designated “ Revolving Facility ” save as otherwise provided in this Agreement,
(i)
in relation to an Original Lender, the amount set opposite its name in the relevant column of Part 1 of Schedule 1 ( Lenders and Commitments ) and any amount of any other Revolving Facility Commitment transferred to it under this Agreement or the amount assumed by it in accordance with Clause 2.2 ( Increase ); and
(ii)
in relation to any other Lender, the amount specified in the Transfer Deed or the Transfer Agreement pursuant to which such Lender becomes a party to this Agreement and any amount of any other Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 ( Increase ),
in each case to the extent:
(A)
not cancelled, reduced or transferred by it under this Agreement; and
(B)
without any such designation, means an “Additional Facility Commitment” and “Revolving Facility Commitment”, as the context requires, and any “Commitment” means either each or any of the foregoing, as the context requires.

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“ Common Holding Company ” has the meaning given to such term in Clause 25.1(a)(v) ( Permitted Affiliate Group Designation ).
“ Company ” means Virgin Media Investment Holdings Limited.
“ Completion ” means the completion of the Merger in accordance with the terms of the Acquisition Agreement.
“ Composite Revolving Facility Instructing Group ” means a Lender or group of Lenders the aggregate of whose Revolving Facility Commitments and Additional Facility Commitments in relation to a revolving facility amount in aggregate to more than 50 per cent. of the Revolving Facility Commitments and Additional Facility Commitments in relation to a revolving facility in each case calculated in accordance with the provisions of Clause.
“ Confidentiality Undertaking ” means a confidentiality undertaking substantially in the recommended form of either the LMA or the LSTA or in any other form agreed between the Company and the Facility Agent.
“ Confirmation Date ” has the meaning given to such term in Clause 17.2(d) ( Lender Tax Status ).
“ Content ” means any rights to broadcast, transmit, distribute or otherwise make available for viewing, exhibition or reception (whether in analogue or digital format and whether as a channel or an Internet service, a teletext-type service, an interactive service, or an enhanced television service or any part of any of the foregoing, or on a pay-per-view basis, or near video-on-demand, or video-on-demand basis or otherwise) any one or more of audio and/or visual images, audio content, or interactive content (including hyperlinks, re-purposed web-site content, database content plus associated templates, formatting information and other data including any interactive applications or functionality), text, data, graphics, or other content, by means of any means of distribution, transmission or delivery system or technology (whether now known or herein after invented).
“ Content Transaction ” means any sale, transfer, demerger, contribution, spin-off or distribution of, any creation or participation in any joint venture and/or entering into any other transaction or taking any action with respect to, in each case, any assets, undertakings and/or businesses of the Group which comprise all or part of the Content business of the Group, to or with any other entity or person whether or not within the Group or Bank Group.
“ Contribution Notice ” means a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions Act 2004.

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“ Conversion Notice ” has the meaning given to such term in paragraph (a) of Clause 6.1 ( Utilisation of Ancillary Facilities ).
“ Convertible Senior Notes ” means the 6.50% convertible senior notes due 2016 issued by Virgin Media Inc. in the form as at the date of this Agreement.
“ Cost ” means the cost estimated in good faith by the relevant member of the Bank Group to have been incurred or to be received by that member of the Bank Group in the provision or receipt of the relevant service, facility or arrangement, including, without limitation, a proportion of any material employment, property, information technology, administration, utilities, transport and materials or other costs incurred or received in the provision or receipt of such service, facility or arrangement, but excluding costs which are either not material or not directly attributable to the provision or receipt of the relevant service, facility or arrangement.
“ CTA ” means the Corporation Tax Act 2009.
“ Deemed Advance ” means an Advance on the first Utilisation Date in accordance with Clause 5.2 ( Existing Documentary Credits ).
“ Default ” means an Event of Default or any event or circumstance specified in Clause 26 ( Events of Default ) which would (with the expiry of a grace period or the giving of notice) be an Event of Default.
“ Defaulting Lender ” means any Lender (other than a Lender which is or becomes a member of the Wider Group):
(a)
which has failed to make its participation in an Advance available or has notified the Facility Agent that it will not make its participation in an Advance available by the Utilisation Date of that Advance in accordance with Clause 4.2 ( Lenders’ Participations ) or has failed to provide cash collateral (or has notified an L/C Bank that it will not provide cash collateral) in accordance with Clause 5.9 ( Cash Collateral by Non-Acceptable L/C Lender );
(b)
which has otherwise rescinded or repudiated a Relevant Finance Document;
(c)
which is an L/C Bank which has failed to issue a Documentary Credit (or has notified the Facility Agent or the Parent (which has notified the Facility Agent) that it will not issue or re-issue a Documentary Credit) in accordance with Clause 5 ( Documentary Credits ) or which has failed to pay a claim (or has notified the Facility Agent or the Parent (which has notified the Facility Agent) that it will not pay a claim) in accordance with (and as defined in) Clause 5.7 ( Claims under a Documentary Credit ); or
(d)
with respect to which an Insolvency Event has occurred and is continuing,

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unless, in the case of paragraph (a) above:
(i)
its failure to pay is caused by:
(A)
administrative or technical error; or
(B)
a Disruption Event; and
payment is made within two Business Days of its due date; or
(ii)
the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.
“ Designated Gross Amount ” has the meaning given to such term in Clause 6.1(b) ( Utilisation of Ancillary Facilities ).
“ Designated Net Amount ” has the meaning given to such term in Clause 6.1(b) ( Utilisation of Ancillary Facilities ).
“ Designated Party ” means any person listed:
(a)
in the Annex to the Executive Order;
(b)
on the “Specially Designated Nationals and Blocked Persons” list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury; or
(c)
in any successor list to either of the foregoing.
“ Designated Website ” has the meaning given to such term in Clause 39.3(a) ( Use of Websites/E-mail ).
“ Disputes ” has the meaning given to such term in Clause 46.1 ( Courts ).
“ Disruption Event ” means either or both of:
(a)
a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Relevant Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the parties to this Agreement; or
(b)
the occurrence of any other event which results in a material disruption (of a technical or systems-related nature) to the treasury or payments operations of a

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Relevant Finance Party to this Agreement preventing that, or any other Relevant Finance Party:
(i)
from performing its payment obligations under the Relevant Finance Documents; or
(ii)
from communicating with other parties in accordance with the terms of the Relevant Finance Documents,
and which (in either such case) is not caused by, and is beyond the control of, the party whose operations are disrupted.
“ Documentary Credit ” means a letter of credit, bank guarantee, indemnity, performance bond or other documentary credit issued or to be issued by an L/C Bank pursuant to Clause 4.1 ( Conditions to Utilisation ).
“ Dormant Subsidiary ” means a member of the Group which does not trade (for itself or as agent for any person) and does not own, legally or beneficially, assets (including, without limitation, indebtedness owed to it) which in aggregate have a value of more than £10,000 (excluding loans existing on the Signing Date owed to it by members of the Bank Group) or its equivalent in other currencies.
“ Double Taxation Treaty ” means in relation to a payment of interest on an Advance made to any Borrower, any convention or agreement between the government of the Borrower’s Relevant Tax Jurisdiction and any other government for the avoidance of double taxation with respect to taxes on income and capital gains which makes provision for exemption from tax imposed by the Borrower’s Relevant Tax Jurisdiction on interest.
“ EBITDA ” has the meaning given to it in Clause 22 ( Financial Covenant ).
“ Effective Date ” has the meaning given to such term in Clause 6.1(a) ( Utilisation of Ancillary Facilities ).
“ Environment ” means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:
(a)
air (including, without limitation, air within natural or man-made structures, whether above or below ground);
(b)
water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and
(c)
land (including, without limitation, land under water).
“ Environmental Claim ” means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law.

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“ Environmental Law ” means any applicable law or regulation which relates to:
(a)
the pollution or protection of the Environment;
(b)
the conditions of the workplace; or
(c)
the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste.
“ Environmental Permits ” means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Bank Group conducted on or from the properties owned or used by any member of the Bank Group.
“ Equity Equivalent Funding ” means a loan made to, or any Financial Indebtedness owed by, any person where the Financial Indebtedness incurred thereby:
(a)
may not be repaid at any time prior to the repayment in full of all Outstandings and cancellation of all Available Commitments;
(b)
carries no interest or carries interest which is payable only on non-cash pay terms or following repayment in full of all Outstandings and cancellation of all Available Commitments;
(c)
is either (i) structurally and contractually subordinated to the Facilities or (ii) contractually subordinated to the Facilities, in each case, pursuant to the HYD Intercreditor Agreement and/or the Group Intercreditor Agreement; and
(d)
if not already subject to Security created under the Original Security Documents, Security in favour of the Security Trustee on terms satisfactory to the Security Trustee is promptly granted by the relevant creditor over its rights with respect to any such Financial Indebtedness.
“ ERISA ” means the United States Employee Retirement Income Security Act of 1974, as amended.
“ ERISA Affiliate ” means each person, entity, trade or business, whether or not incorporated, that would be treated as a single employer with any member of the Bank Group under section 414 of the Code. When any provision of this Agreement relates to a past event, the term ERISA Affiliate includes any person that was an ERISA Affiliate of a member of the Bank Group at the time of that past event.
“ EURIBOR ” means, in relation to any Advance under this Agreement in euro:

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(a)
the applicable Screen Rate as of the Specified Time for euro and for a period equal in length to the Interest Period or Term of that Advance; or
(b)
as otherwise determined pursuant to Clause 15.1 ( Unavailability of Screen Rate ).
“ European Interbank Market ” means the interbank market for euro operating in Participating Member States.
“ Event of Default ” means any of the events or circumstances described as such in Clause 26 ( Events of Default ) and, in respect of any references to such term in connection with Clause 23 ( Undertakings ) only, shall include a breach of the undertaking set out in Clause 22.2 ( Financial Ratio ), to the extent tested, subject to the expiry of the cure period in Clause 22.4 ( Cure Provisions ).
“ Excess Capacity Network Service ” means the provision of network services, or agreement to provide network services, by a member of the Bank Group in favour of one or more other members of the Wider Group where such network services are only provided in respect of the capacity available to such member of the Bank Group in excess of that network capacity it requires to continue to provide current services to its existing and projected future customers and to allow it to provide further services to both its existing and projected future customers.
“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.
“ Existing Documentary Credits ” means each of the documentary credits, performance bonds or similar obligations issued for or on behalf of members of the Bank Group existing as at the Signing Date, details of which are set out in Part 2 of Schedule 12 ( Existing Documentary Credits ).
“ Existing Financial Indebtedness ” means the Financial Indebtedness existing as at the Signing Date, details of which are set out in Part 1 of Schedule 12 ( Existing Financial Indebtedness ).
“ Existing Hedging Agreements ” means the hedging agreements with the Hedge Counterparties existing as at the Signing Date, details of which are set out in Schedule 13 ( Existing Hedge Counterparties ).
“ Existing High Yield Notes ” means the (i) $600,000,000 8.375% senior notes due 2019 issued by Virgin Media Finance PLC, (ii) £350,000,000 8.875% senior notes due 2019 issued by Virgin Media Finance PLC, (iii) $500,000,000 5.25% senior notes due 2022 issued by Virgin Media Finance PLC, (iv) $900,000,000 4.875% senior notes due 2022 issued by Virgin Media Finance PLC, (v) £400,000,000 5.125% senior notes due 2022 issued by Virgin Media Finance PLC (vi) $530,000,000 6.375% senior notes due 2023 issued by Lynx II, Corp and assumed by Virgin Media Finance PLC, and (vii)

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£250,000,000 senior notes due 2023 issued by Lynx II, Corp and assumed by Virgin Media Finance PLC.
“ Existing Loans ” means the loans granted by members of the Bank Group existing as at the Signing Date, details of which are set out in Part 2 of Schedule 11 ( Existing Loans ).
“ Existing Security Interest ” means any Security Interest existing as at the Signing Date, details of which are set out in Part 1 of Schedule 11 ( Existing Security Interests ).
“ Existing Senior Credit Facilities Agreement ” means the senior credit facilities agreement made between, inter alia , Virgin Media Inc., Virgin Media Finance PLC as parent, Virgin Media Investment Holdings Limited, Telewest Communications Networks Limited and VMIH Sub Limited as UK borrowers, Virgin Media Dover LLC as US borrower, Deutsche Bank AG, London Branch, J.P. Morgan Plc, The Royal Bank of Scotland Plc and Goldman Sachs International as bookrunners and mandated lead arrangers, Deutsche Bank AG, London Branch as facility agent, Deutsche Bank AG, London Branch as security trustee, GE Corporate Banking Europe SAS as administrative agent and the financial and other institutions named in it as lenders dated 3 March 2006 (as amended and restated).
“ Existing Senior Secured Notes ” means the (i) $1,000,000,000 6.50% senior secured notes due 2018 issued by Virgin Media Secured Finance PLC, (ii) £875,000,000 7.00% senior secured notes due 2018 issued by Virgin Media Secured Finance PLC, (iii) £650,000,000 5.50% senior secured notes due 2021 issued by Virgin Media Secured Finance PLC, (iv) $500,000,000 5.25% senior secured notes due 2021 issued by Virgin Media Secured Finance PLC, (v) $1,000,000,000 5.375% senior secured notes due 2021 issued by Lynx I Corp, and assumed by Virgin Media Secured Finance PLC, and (vi) £1,100,000,000 senior secured notes due 2021 issued by Lynx 1 Corp, and assumed by Virgin Media Secured Finance PLC.
“ Existing Vendor Financing Arrangements ” means each of the existing finance leases and vendor financing arrangements existing as at the date of the Agreement, details of which are set out in Part 3 of Schedule 12 ( Existing Vendor Financing Arrangements ).
“ Expiry Date ” means, in relation to any Documentary Credit granted under this Agreement, the date stated in it to be its expiry date or the latest date on which demand may be made under it being a date falling on or prior to the Final Maturity Date in respect of the Revolving Facility or the relevant Additional Facility (as applicable).
“ Facilities ” means any Additional Facility, the Revolving Facility, any Ancillary Facility and any Documentary Credit granted to the Borrowers under this Agreement, and “Facility” means any of them, as the context may require.

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“ Facility Agent’s Spot Rate of Exchange ” means, in relation to two currencies, the Facility Agent’s spot rate of exchange for the purchase of the first-mentioned currency with the second-mentioned currency in the London foreign exchange market at the Specified Time on a particular day.
“ Facility Office ” means the office(s) notified by a Lender to the Facility Agent:
(a)
on or before the date it becomes a Lender; or
(b)
by not less than five Business Days’ notice,
(c)
as the office(s) through which it will perform all or any of its obligations under this Agreement.
“ Fallback Interest Period ” means one Month.
“ FATCA ” means:
(a)
sections 1471 to 1474 of the Code or any associated regulations;
(b)
any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or
(c)
any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.
“ FATCA Application Date ” means:
(a)
in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interests and certain other sources within the US), 1 July 2014;
(b)
in relation to a “withholdable payment” described at Section 1473(1)(A)(ii) of the Code (which relates to gross proceeds” from the disposition of property of a type that can produce interest from sources within the US, 1 January 2017; or
(c)
in relation to a “passthru payment” described in section 1471(d)7 of the Code not falling within paragraphs (a) and (b) above, 1 January 2017,
or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the Signing Date.

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“ FATCA Deduction ” means a deduction or withholding from a payment under a Finance Document required by FATCA.
“ FATCA Exempt Party ” means a Party which is entitled to receive payments free from any deduction on account of FATCA.
“ Fee Letter ” means the fee letter dated on or around 9 February 2013 entered into between, among others, Viper US MergerCo 1 LLC and the Mandated Lead Arrangers and any other letter signed by a Borrower which sets out any of the fees payable under Clause 16 ( Commissions and Fees ).
“ Final Maturity Date ” means:
(a)
in respect of the Revolving Facility, 31 December 2021; and
(b)
in respect of an Additional Facility, as agreed by the Company and the relevant Additional Facility Lenders in the relevant Additional Facility Accession Deed, but subject to Clause 2.5 ( Additional Facilities ).
“ Finance Documents ” means:
(a)
any Relevant Finance Document;
(b)
any Senior Secured Notes Document; and
(c)
any other agreement or document designated a “Finance Document” in writing by the Facility Agent and the Company.
“ Finance Lease ” means a lease treated as a capital or finance lease pursuant to the Relevant Accounting Principles provided that, upon a change in IFRS or GAAP eliminating the difference in treatment of operating leases and capital leases, “Finance Lease” shall be deemed to be a leasing arrangement where the net present value of the payments (using an interest rate determined with reference to yield to maturity in the trading markets for the issue at the date of the lease of the Parent’s unsecured senior notes with the longest maturity date at the date of the lease) exceeds 90 per cent. of the fair value of the asset.
“ Finance Parties ” means the Facility Agent, the Arrangers, the Bookrunners, the Security Trustee, the Lenders and each Hedge Counterparty, 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.
“ Financial Indebtedness ” means, without double counting, indebtedness in respect of:
(a)
money borrowed or raised and debit balances at banks or other financial institutions;

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(b)
any bond, note, loan stock, debenture or similar debt instrument;
(c)
acceptance or documentary credit facilities;
(d)
any amount raised under any other transaction (including forward sale or purchase agreements) required to be accounted for as a borrowing in accordance with the Relevant Accounting Principles;
(e)
(for the purposes of Clause 26.5 ( Cross default ) only) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked-to-market value (or, if any actual amount is due as a result of the termination or close-out of all or part of that derivative transaction, that amount together with the marked-to-market value of any part of that derivative transaction in respect of which no amount is due as a result of a termination or close-out) shall be taken into account); and
(f)
guarantees in respect of indebtedness of any person falling within any of paragraphs (a) to (e) above (including for the avoidance of doubt, without double counting, guarantees given by a member of the Bank Group for the indebtedness of the type falling within (a) to (e) above of another member of the Bank Group),
provided that the following shall not be regarded as Financial Indebtedness:
(i)
indebtedness which has been cash-collateralised to the extent so cash-collateralised;
(ii)
any obligations to make payments in relation to earn outs;
(iii)
any pension obligations;
(iv)
receivables sold or discounted, whether recourse or non-recourse, including for the avoidance of doubt any indebtedness in respect of an asset securitisation programme or receivables factoring transaction, or its equivalent in each case, and any related credit support and any indebtedness in respect of Limited Recourse;
(v)
any payments for assets acquired or services supplied which are deferred;
(vi)
indebtedness raised through sale and lease back transactions;
(vii)
any deposits or prepayments received by any member of the Bank Group from a customer or subscriber for its service;
(viii)
indebtedness which is in the nature of equity (other than redeemable shares);

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(ix)
obligations under Finance Leases; and
(x)
any parallel debt obligations to the extent such obligations mirror other Financial Indebtedness.
“ Financial Quarter ” means the period commencing on the day immediately following any Quarter Date in each year, and ending on the next succeeding Quarter Date.
“ Financial Support Direction ” means a financial support direction issued by the Pensions Regulator under Section 43 of the Pensions Act 2004.
“ First Effective Date ” means 17 July 2015.
“ Fitch ” means Fitch Ratings or any successor thereof.
“ Foreign Pension Plan ” means any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States by any member of the Bank Group for the benefit of employees of any member of the Bank Group residing outside the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.
“ Fraudulent Transfer Law ” means any applicable United State bankruptcy and State fraudulent transfer and conveyance statute and any related case law.
“ Funded Excluded Subsidiary ” means, in respect of a Funding Passthrough, the Bank Group Excluded Subsidiary or any person in which a member of the Bank Group owns an interest but which is not a member of the Bank Group which:
(a)
indirectly receives funding from the Borrower Holdco; and/or
(b)
by way of dividend or other distribution, loan or payment of interest on or the repayment of the principal amount of any indebtedness owed by it, directly or indirectly, makes a payment to the Borrower Holdco.
“ Funding Passthrough ” means a series of transactions between the Borrower Holdco, one or more members of the Bank Group and a Funded Excluded Subsidiary where:
(a)
in the case of funding being provided by the Borrower Holdco to the Funded Excluded Subsidiary, that funding is:
(i)
first made available by the Borrower Holdco to (in the case of the Parent) the Company or, one of its Subsidiaries (other than in the case of Virgin Media Communications, the Parent or any of its Subsidiaries) by way of

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the subscription for new securities, capital contribution or Subordinated Funding;
(ii)
secondly (if relevant) made available by the recipient of the Funding Passthrough under (i) above, to a member of the Bank Group (other than the Company) which may be followed by one or more transactions between members of the Bank Group (other than the Company) and finally made available by a member of the Bank Group (other than the Company) to the Funded Excluded Subsidiary in all such cases by way of either the subscription for new securities, the advancing of loans or capital contribution; or
(b)
in the case of a payment to be made by the Funded Excluded Subsidiary to the Borrower Holdco that payment is:
(i)
first made by the Funded Excluded Subsidiary to a member of the Bank Group, and thereafter is made between members of the Bank Group (as relevant), by way of dividend or other distribution, loan or payment of interest on or the repayment of the principal amount of any indebtedness owed by such Funded Excluded Subsidiary or relevant member of the Bank Group; and
(ii)
finally made by the Company to the Parent or by one of the Subsidiaries of Virgin Media Communications (other than the Parent or any of its Subsidiaries) to Virgin Media Communications by way of dividend or other distribution, loan or the payment of interest on or the repayment of the principal amount of any loan made by way of Subordinated Funding.
“ Funding Rate ” means any individual rate notified by a Lender to the Facility Agent pursuant to Clause 15.4(a)(ii) ( Cost of funds ).
“ Funds Flow Memorandum ” means the funds flow memorandum (including the sources and uses) prepared in connection with the Merger and delivered by the Company to the Facility Agent pursuant to this Agreement.
“ GAAP ” means accounting principles generally accepted in the United States.
“ Group ” means the Parent and its Subsidiaries from time to time and any other member of the Bank Group.
“ Group Intercreditor Agreement ” means the intercreditor agreement dated 3 March 2006, as amended and restated on 13 June 2006, 10 July 2006, 31 July 2006, 15 May 2008, 30 October 2009 and 8 January 2010 and otherwise and from time to time between,

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among others, certain of the Obligors, other members of the Group and the applicable Relevant Finance Parties.
“ Group Structure Chart ” means the structure chart of the Group in the form delivered to the Facility Agent on or prior to the Closing Date.
“ Guarantors ” means:
(a)
for the purposes of Clause 28 ( Guarantee and Indemnity ), the Original Guarantors and any Acceding Guarantors; and
(b)
for the purposes of any other provision of the Relevant Finance Documents, the Original Guarantors (other than the Parent) and any Acceding Guarantors,
and “ Guarantor ” means any one of them as the context requires, provided that in either case, such person has not been released from its rights and obligations as a Guarantor hereunder pursuant to Clause 42.7 ( Release of Guarantees and Security ).
“ Hazardous Substance ” means any waste, pollutant, contaminant or other substance (including any liquid, solid, gas, ion, living organism or noise) that may be harmful to human health or other life or the Environment.
“ Hedge Counterparty ” means any counterparty which is a party to a Hedging Agreement entered into for the purposes of Clause 23.25 ( Hedging ) and has acceded to the Group Intercreditor Agreement and the HYD Intercreditor Agreement, as applicable, and “Hedge Counterparties” means all such counterparties.
“ Hedging Agreement ” means any agreement in respect of any interest rate swap, currency swap, commodity hedging transaction, forward foreign exchange transaction, cap, floor, collar or option transaction or any other treasury transaction or any combination of it or any other transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.
“ Hedging Obligor ” means any member of the Group party to a Hedging Agreement which is a Relevant Finance Document.
“ High Yield Notes ” means high yield debt securities or other instruments not mandatorily convertible into equity, in each case issued by the Parent or any Permitted Affiliate Holdco including the Existing High Yield Notes, Additional High Yield Notes and any High Yield Refinancing (as applicable).
“ High Yield Refinancing ” means any Financial Indebtedness incurred by the Parent or any Permitted Affiliate Holdco for the purposes of refinancing all or a portion of the Existing High Yield Notes and/or any Additional High Yield Notes and/or any High Yield Refinancing and/or any Senior Secured Notes and/or any Financial Indebtedness

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permitted to be incurred or outstanding pursuant to Clause 23.13 ( Restrictions on Financial Indebtedness ), in each case, including any Financial Indebtedness incurred for the purpose of the payment of all principal, interest, fees, expenses, commissions, make-whole and any other contractual premium payable under such Financial Indebtedness being refinanced and any reasonable fees, costs and expenses incurred in connection with such refinancing, in respect of which the following terms apply:
(a)
the principal amount of any such Financial Indebtedness shall not exceed the principal amount of, and any outstanding interest on, the Financial Indebtedness being refinanced (plus all fees, expenses, commissions, make-whole or other contractual premium payable in connection with such refinancing);
(b)
it is unsecured, except that where such Financial Indebtedness is issued by the Parent or any Permitted Affiliate Holdco, it may be secured by a pledge of the shares in the Parent or any Permitted Affiliate Holdco or one of their parent companies (as applicable) if such Financial Indebtedness is unable to receive the benefit of the subordinated guarantees of the Company and/or Intermediate Holdco contemplated by paragraph (c) below, for tax or other reasons as reasonably determined by the Company; and
(c)
if such Financial Indebtedness is guaranteed, it is not guaranteed by any member of the Bank Group other than the Company and/or Intermediate Holdco, provided that any such guarantee or guarantees so provided are (i) granted on subordination and release terms substantially the same as the existing guarantees of the Company and Intermediate Holdco in favour of the Existing High Yield Notes and (ii) subject to the terms of the HYD Intercreditor Agreement or a Supplemental HYD Intercreditor Agreement.
“ Historic Screen Rate ” means, in relation to any Advance, the most recent applicable Screen Rate for the currency of that Advance and for a period equal in length to the Interest Period or Term of that Advance and which is as of a day which is no more than 5 Business Days before the Quotation Date.
“ Holding Company ” of a company means a company of which the first-mentioned company is a Subsidiary.
“ Holding Company Expenses ” means:
(a)
costs (including all professional fees and expenses) incurred by the Ultimate Parent and its Subsidiaries from time to time in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable laws, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement or any other agreement

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or instrument relating to Financial Indebtedness of the Ultimate Parent and its Subsidiaries from time to time;
(b)
indemnification obligations of the Ultimate Parent and its Subsidiaries from time to time owing to directors, officers, employees or other persons under its charter or by-laws or pursuant to written agreements with any such person with respect to ownership of the Parent or any Permitted Affiliate Parent or the conduct of the business of the Bank Group;
(c)
obligations of the Ultimate Parent and its Subsidiaries from time to time in respect of director and officer insurance (including premiums therefor) with respect to ownership of the Parent, the Ultimate Parent or any Permitted Affiliate Parent or the conduct of the business of the Bank Group; and
(d)
general corporate overhead expenses, including professional fees and expenses and other operational expenses of the Ultimate Parent and its Subsidiaries from time to time related to the ownership or operation of the business of the Parent or any member of the Bank Group, including acquisitions or dispositions by a member of the Bank Group permitted hereunder (whether or not successful) in each case, to the extent such costs, obligations and/or expenses are not paid by another Subsidiary of such person.
“ HYD Intercreditor Agreement ” means the intercreditor agreement dated 13 April 2004, as amended and restated on 30 December 2009 and otherwise and from time to time between certain of the Obligors, the Relevant Finance Parties and the indenture trustee in respect of the Existing High Yield Notes.
“ IFRS ” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.
“ Impaired Agent ” means the Facility Agent at any time when:
(a)
it has failed to make (or has notified a Relevant Finance Party that it will not make) a payment required to be made by it under the Relevant Finance Documents by the due date for payment;
(b)
the Facility Agent otherwise rescinds or repudiates a Relevant Finance Document;
(c)
(if the Facility Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of “Defaulting Lender”; or
(d)
an Insolvency Event has occurred and is continuing with respect to the Facility Agent,

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unless, in the case of paragraph (a) above:
(i)
its failure to pay is caused by:
(A)
administrative or technical error; or
(B)
a Disruption Event; and
payment is made within three Business Days of its due date; or
(ii)
the Facility Agent is disputing in good faith whether it is contractually obliged to make the payment in question.
“ Increase Confirmation ” means a confirmation substantially in the form set out in Schedule 16 ( Form of Increase Confirmation ).
“ Increase Lender ” has the meaning set out in Clause 2.2(a) ( Increase ).
“ Increased Cost ” means:
(a)
any reduction in the rate of return from a Facility or on a Relevant Finance Party’s (or an Affiliate’s) overall capital;
(b)
any additional or increased cost; or
(c)
any reduction of any amount due and payable under any Relevant Finance Document,
which is incurred or suffered by a Relevant Finance Party or any of its Affiliates to the extent that it is attributable to that Relevant Finance Party having agreed to make available its Commitment or having funded or performed its obligations under any Relevant Finance Document.
“ Indebtedness ” means any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent (including interest and other charges relating to it).
“ Instructing Group ” means:
(a)
at any time, Lenders the aggregate of whose Available Commitment and participations in outstanding Advances exceeds 50.00 per cent. of the aggregate undrawn Total Commitments and the outstanding Advances of all the Lenders calculated in accordance with the provisions of Clause 42.10 ( Calculation of Consent ) provided that, in relation to a Facility, the “ Instructing Group ” means at any time, Lenders the aggregate of whose Available Commitments under that Facility and participations in outstanding Advances under that Facility exceeds

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50 per cent. of the aggregate Available Commitments of all Lenders under that Facility and outstanding Advances of all Lenders under that Facility calculated in accordance with the provsions of Clause 42.10 ( Calculation of Consent ); and
(b)
notwithstanding the foregoing, for the purposes of the definition of Instructing Group in the Group Intercreditor Agreement and the HYD Intercreditor Agreement, the Senior Finance Parties (as defined in the Group Intercreditor Agreement) representing a majority of the aggregate outstanding principal amount and undrawn uncancelled commitments under the Senior Finance Documents (as defined in the Group Intercreditor Agreement) at the relevant date of determination.
“ Insolvency Event ” in relation to a Relevant Finance Party means that the Relevant Finance Party:
(a)
is dissolved (other than pursuant to a consolidation, amalgamation or merger);
(b)
becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;
(c)
makes a general assignment, arrangement or composition with or for the benefit of its creditors;
(d)
institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;
(e)
has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:
(i)
results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or
(ii)
is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

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(f)
has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);
(g)
seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);
(h)
has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; or
(i)
causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h) above.
“ Intellectual Property Rights ” means all know-how, patents, trade marks, designs and design rights, trading names, copyrights (including any copyright in computer software), database rights and other intellectual property rights anywhere in the world (in each case whether registered or not and including all applications for the same).
“ Interest Period ” means, save as otherwise provided in this Agreement, any of those periods mentioned in Clause 14.1 ( Interest Periods for Term Facility Advances ).
“ Intermediate Holdco ” means Virgin Media Investments Limited, a company incorporated in England and Wales with registered number 07108297, whose registered office is at Media House, Bartley Wood Business Park, Hook, Hampshire, RG27 9UP.
“ Interpolated Historic Screen Rate ” means, in relation to any Advance, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:
(a)
the most recent applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period or Term of that Advance; and
(b)
the most recent applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period or Term of that Advance,
each for the currency of that Advance and each of which is as of a day which is no more than 5 Business Days before the Quotation Date.

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“ Interpolated Screen Rate ” means, in relation to any Advance, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:
(a)
the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period or Term of that Advance; and
(b)
the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period or Term of that Advance,
each as of the Specified Time for the currency of that Advance.
186      “ Intra-Group Services ” means:
(a)
the sale of programming or other Content by any member(s) of the Wider Group to one or more members of the Bank Group on arms’ length terms;
(b)
the lease or sublease of office space, other premises or equipment on arms’ length terms by one or more members of the Bank Group to one or more members of the Wider Group or by one or more members of the Wider Group to one or more members of the Bank Group;
(c)
the provision or receipt of other goods, services, facilities or other arrangements (in each case not constituting Financial Indebtedness) in the ordinary course of business, by or from one or more members of the Bank Group to or from one or more members of the Wider Group including, without limitation, (i) the employment of personnel, (ii) provision of employee healthcare or other benefits, (iii) acting as agent to buy equipment, other assets or services or to trade with residential or business customers, and (iv) the provision of audit, accounting, banking, branding, marketing, network, technology, research and development, installation and customer service, telephony, office, administrative, compliance, payroll or other similar services provided that the consideration for the provision thereof is, in the reasonable opinion of the Company, no less than Cost; and
(d)
the extension, 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, by or to any member of the Bank Group to or by any such member of the Wider Group of trade credit not constituting Financial Indebtedness in relation to the provision or receipt of Intra-Group Services referred to in paragraphs (a), (b) or (c) above.
“ Investment Company ” has the meaning given to it in the United State Investment Company Act of 1940.
“ ITA ” means the Income Tax Act 2007.

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“ Joint Venture ” means any joint venture, partnership or similar arrangement between any member of the Bank Group and any other person that is not a member of the Bank Group.
“ Joint Venture Group ” means any Joint Venture and its Subsidiaries from time to time.
“ Law ” means:
(a)
common or customary law;
(b)
any constitution, decree, judgment, legislation, order, ordinance, regulation, statute, treaty or other legislative measure in any jurisdiction; and
(c)
any directive, regulation, practice, requirement which has the force of law and which is issued by any governmental body, agency or department or any central bank or other fiscal, monetary, regulatory, self-regulatory or other authority or agency.
“ L/C Bank ” means any Lender which has been appointed as an L/C Bank in accordance with Clause 5.12 ( Appointment and Change of L/C Bank ) and which has not resigned in accordance with Clause 5.12(c) ( Appointment and Change of L/C Bank ).
“ L/C Bank Accession Certificate ” means a duly completed accession certificate substantially in the form set out in Schedule 14 ( Form of L/C Bank Accession Certificate ).
“ L/C Lender ” has the meaning set out in Clause 5.1(b) ( Issue of Documentary Credits ).
“ L/C Proportion ” means, in relation to a Lender:
(a)
in respect of any Documentary Credit issued under the Revolving Facility and save as otherwise provided in this Agreement, the proportion (expressed as a percentage) borne by such Lender’s Available Revolving Facility Commitment to the Available Revolving Facility immediately prior to the issue of such Documentary Credit; and
(b)
in respect of any Documentary Credit issued under an Additional Facility and save as otherwise provided in this Agreement, the proportion (expressed as a percentage) borne by such Lender’s Available Additional Facility Commitment to the aggregate of all Available Additional Facility Commitments in relation to that Additional Facility immediately prior to the issue of such Documentary Credit.
“ Legal Opinions ” means all of the legal opinions delivered under this Agreement from time to time.
“ Lender ” means:

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(a)
an Original Lender;
(b)
a person (including each L/C Bank and each Ancillary Facility Lender) which has become a party to this Agreement as a Lender in accordance with the provisions of Clause 36 ( Assignments and Transfers );
(c)
a person (including each L/C Bank and each Ancillary Facility Lender) which has become a party to this Agreement as a Lender by executing an Additional Facility Accession Deed,
which in each case has not ceased to be a Lender in accordance with the terms of this Agreement.
“ Lender Asset Security Release Confirmation ” means a notice from the Facility Agent to the Lenders confirming that the consents required under Clause 42.6 ( Guarantees and Security ) to release all of the Security other than that referred to at paragraph (b) of the definition of “80% Security Test” have been obtained.
“ LIBOR ” means, in relation to any Advance:
(a)
the applicable Screen Rate as of the Specified Time for the currency of that Advance and for a period equal in length to the Interest Period or Term of that Advance; or
(b)
as otherwise determined pursuant to Clause 15.1 ( Unavailability of Screen Rate ).
“ Licence ” means each approval, consent, authorisation and licence from, and all filings, registrations and agreements with any governmental or regulatory authority, in each case granted, issued, made or entered into pursuant to any Telecommunications, Cable and Broadcasting Laws necessary in order to enable each member of the Bank Group to carry on its business as may be permitted by the terms of this Agreement.
“ Limited Recourse ” means a letter of credit issued on behalf of, or revolving loan commitment, or a cash collateral account, guarantee or other credit enhancement established, entered into or otherwise provided by any member of the Bank Group (other than an Asset Securitisation Subsidiary) in connection with the incurrence of Financial Indebtedness by an Asset Securitisation Subsidiary in relation to an asset securitisation programme or programmes or one or more receivables factoring transactions; provided that, the aggregate amount of such letter of credit reimbursement obligations and the aggregate available amount of such revolving loan commitments, cash collateral accounts, guarantees or other such credit enhancements of members of the Bank Group (other than an Asset Securitisation Subsidiary) shall not exceed 25 per cent. of the principal amount of such Financial Indebtedness at any time.

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“ Liquidation Transfer ” has the meaning given to such term in Clause 23.31 ( Internal Reorganisations ).
“ Majority Acquisition ” has the meaning given in paragraph (k) of the definition of Permitted Acquisition.
“ Management Fees ” means any management, consultancy or similar fees payable by any member of the Bank Group to any Restricted Person.
“ Margin ” means the Additional Facility Margin and the Revolving Facility Margin as applicable and, if applicable, adjusted in accordance with the Additional Facility Accession Deed.
“ Margin Regulations ” means Regulation T, Regulation U and Regulation X.
“ Margin Stock ” means “margin stock” or “margin securities” as defined in the Margin Regulations.
“ Marketable Securities ” means any security which is listed on any publicly recognised stock exchange and which has, or is issued by a company which has, a capitalisation of not less than £1,000,000,000 (or its equivalent in other currencies) as at the time such Marketable Securities are acquired by any member of the Bank Group by way of consideration for any disposal permitted under Clause 23.11 ( Disposals ).
“ Material Adverse Effect ” means any event or circumstance which has a material adverse effect on the ability of the Obligors (taken as a whole) to perform their payment obligations under any of the Relevant Finance Documents.
“ Material Subsidiary ” means, at the relevant time, any Subsidiary of the Company or any Subsidiary of any Permitted Affiliate Parent which accounts for more than five per cent. on an unconsolidated basis of consolidated EBITDA of the Bank Group as shown in the financial statements most recently delivered under Clause 23.2 ( Financial information ).
“ Maturing Advance ” has the meaning given to such term in Clause 8.2 ( Rollover Advances ).
“ Merger ” means the Virgin Mergers as set out in the Acquisition Agreement.
“ Merged Entity ” has the meaning given to such term in Clause 23.12 ( Acquisitions and mergers ).
“ Moody’s ” means Moody’s Investor Services, Inc. or any successor thereof.
“ Multiemployer Plan ” shall mean any multiemployer plan as defined in Section 4001(a)(3) of ERISA, which is maintained or contributed to by (or to which there is an

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obligation to contribute of) any member of the Bank Group or an ERISA Affiliate, and each such plan for the five year period immediately following the latest date on which any member of the Bank Group or an ERISA Affiliate maintained, contributed to or had an obligation to contribute to such plan.
“ Necessary Authorisations ” means all material approvals, consents, authorisations and licences (other than the Licences) from, all rights granted by and all filings, registrations and agreements with, any government or other regulatory authority necessary in order to enable each member of the Bank Group to carry on its business as may be permitted by the terms of this Agreement as carried on by it at the relevant time.
“ Net Proceeds ” means the aggregate cash (or cash equivalent) proceeds received by any member of the Bank Group in consideration for or otherwise in respect of a relevant disposal, net of all Taxes applicable on, or to any gain resulting from, that disposal and of all reasonable costs, fees and expenses properly incurred by continuing members of the Bank Group in arranging and effecting that disposal.
“ New Equity ” means a subscription for capital stock of the Parent or any other form of equity contribution to a member of the Bank Group, in each case, where such subscription or contribution does not result in a Change of Control and is provided by a member of the Wider Group which is not a member of the Bank Group.
“ New Lender ” has the meaning given to such term in Clause 36.4(a) ( Assignments or Transfers by Lenders ).
“ Non-Acceptable L/C Lender ” means a Lender under the Revolving Facility or an Additional Facility which is a revolving facility which the Facility Agent has determined:
(a)
is not an Acceptable Bank within the meaning of paragraph (a) of the definition of “Acceptable Bank” (other than a Lender which each L/C Bank has agreed is acceptable to it notwithstanding that fact, an Original Lender or any Lender to whom a participation from an Original Lender is transferred within seven Business Days of the date of this Agreement); or
(b)
is a Defaulting Lender; or
(c)
has failed to make (or has notified the Facility Agent that it will not make) a payment to be made by it under Clause 29.10 ( Lender’s Indemnity ) or any other payment to be made by it under the Relevant Finance Documents to or for the account of any other Relevant Finance Party in its capacity as Lender by the due date for payment unless the failure to pay falls within the description of any of those items set out at (i) and (ii) of the definition of Defaulting Lender.

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“ Non-Consenting Lender ” is a Lender which does not agree to a consent to an amendment to, or a waiver of, any provision of the Relevant Finance Documents where:
(a)
the Company or the Facility Agent has requested the Lenders to consent to an amendment to, or waiver, of any provision of the Relevant Finance Documents;
(b)
the consent or amendment in question requires the agreement of the Lenders affected thereby pursuant to Clause 42.2 ( Consents ) (and such Lender is one of the Lenders affected thereby);
(c)
Lenders representing not less than 80 per cent. of the Commitments or Outstandings, as the case may be, of the Lenders affected thereby have agreed to such consent or amendment; and
(d)
the Company has notified the Lender it will treat it as a Non-Consenting Lender.
“ Non-Funding Lender ” is either:
(a)
a Lender which fails to comply with its obligation to participate in any Advance where:
(i)
all conditions to the relevant Utilisation (including without limitation, delivery of a Utilisation Request) have been satisfied or waived by the Instructing Group in accordance with the terms of this Agreement;
(ii)
Lenders representing not less than 80 per cent. of the relevant Commitments have agreed to comply with their obligations to participate in such Advance; and
(iii)
the Company has notified the Lender that it will treat it as a Non-Funding Lender;
(b)
a Lender which has given notice to a Borrower or the Facility Agent that it will not make, or it has disaffirmed or repudiated any obligation to participate in, an Advance; or
(c)
a Defaulting Lender.
“ Obligors ” means the Borrowers and the Guarantors and “Obligor” means any of them.
“ Obligors’ Agent ” means the Company in its capacity as agent for the Parent and the Obligors pursuant to Clause 29.16 ( Obligors’ Agent ).
“ Operational Expenditure ” means any expenditure which is or will be treated as operational expenditure in the financial statements of the Bank Group prepared in

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accordance with the Relevant Accounting Principles and delivered to the Facility Agent pursuant to Clauses 23.2(a)(ii) ( Financial information ).
“ Optional Currency ” means, in relation to any Advance, any currency other than euro, Dollars and Sterling which:
(a)
is readily available to banks in the London interbank market, and is freely convertible into Sterling on the Quotation Date and the Utilisation Date for the relevant Advance; and
(b)
has been approved by the Facility Agent (acting on the instructions of all the Lenders) on or prior to receipt by the Facility Agent of the relevant Utilisation Request.
“ Original Company ” has the meaning given to such term in the definition of Permitted Acquisition.
“ Original Entity ” has the meaning given to such term in Clause 23.12 ( Acquisitions and mergers ).
“ Original Financial Statements ” means the audited consolidated financial statements of the Company prepared in accordance with GAAP for the financial year ended 31 December 2012.
“ Original Lender ” means a person (including each L/C Bank and each Ancillary Facility Lender) which is named in Part 1 of Schedule 1 ( Lenders and Commitments ).
“ Original Security Documents ” means the security documents listed in Schedule 10 ( Original Security Documents ).
“ Outstanding L/C Amount ” means:
(a)
each sum paid or payable by an L/C Bank to a Beneficiary pursuant to the terms of a Documentary Credit; and
(b)
all liabilities, costs (including, without limitation, any costs incurred in funding any amount which falls due from an L/C Bank under a Documentary Credit), claims, losses and expenses which an L/C Bank (or any of the L/C Lenders) incurs or sustains in connection with a Documentary Credit,
in each case which has not been reimbursed or in respect of which cash cover has not been provided by or on behalf of a relevant Borrower.
“ Outstandings ” means, at any time, the Term Facility Outstandings, the Revolving Facility Outstandings, the Additional Facility Outstandings and any Ancillary Facility Outstandings.

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“ Paper Form Lender ” has the meaning given to such term in Clause 39.3(b) ( Use of Websites/E-mail ).
“ Parent Debt ” means any Financial Indebtedness of the Parent, any Permitted Affiliate Holdco or one or more of their Subsidiaries (other than a member of the Bank Group) in the form of:
(a)
High Yield Notes; and/or
(b)
any Financial Indebtedness incurred after the Signing Date where the incurrence of such Financial Indebtedness would not result in the ratio (giving effect to such incurrence and the ultimate use of proceeds thereof, which shall not include any cash balances) on the Quarter Date prior to such incurrence (giving pro forma effect to any movement of cash out of the Bank Group since such date pursuant to any Permitted Payments) exceeding a Total Net Debt to Annualised EBITDA ratio of 5.50:1,
provided that, in respect of any such Financial Indebtedness incurred after the Signing Date, such Financial Indebtedness is designated as “Parent Debt” by written notice from the Company to the Facility Agent and the Security Trustee 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 such incurrence.
“ Parent Intercompany Debt ” means any Financial Indebtedness owed by any member of the Bank Group to the Ultimate Parent or to its Subsidiaries (other than another member of the Bank Group) from time to time and:
(a)
which is subordinated to the Facilities pursuant to the terms of the Group Intercreditor Agreement and the HYD Intercreditor Agreement;
(b)
if not already subject to Security created under the Original Security Documents, Security in favour of the Security Trustee on terms satisfactory to the Security Trustee is promptly granted by the relevant creditor over its rights; and
(c)
if such Financial Indebtedness is in form of a guarantee, then such guarantee is not given by any member of the Bank Group other than the Company and/or Intermediate Holdco provided that any such guarantee so provided is (i) on subordination and release terms substantially the same as the existing guarantees of the Company and Intermediate Holdco in favour of the Existing High Yield Notes and (ii) subject to the terms of the HYD Intercreditor Agreement or Supplemental HYD Intercreditor Agreement.
“ Participating Employer ” means the Company and any members of the Bank Group which participate, or have at any time participated, in a UK Pension Scheme.

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“ Participating Member State ” means any member of the European Community that at the relevant time has the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.
“ Party ” means a party to this Agreement.
“ Patriot Act ” has the meaning given to such term in Clause 39.7 ( Patriot Act ).
“ PAYE ” means The Pay As You Earn System provided for at Part 11 Income Tax (Earnings and Pensions) Act 2003 and related regulations, as also extended to the collection of National Insurance Contributions.
“ Paying Lender ” has the meaning given to such term in Clause 6.3(g) ( Ancillary Facility Default ).
“ Pensions Regulator ” means the body corporate established under Part 1 of the Pensions Act 2004.
“ Permitted Acquisition ” means:
(a)
any Acquisition of a member of the Bank Group by any other member of the Bank Group as part of the solvent reorganisation of the Bank Group;
(b)
any Acquisition or purchase of further share capital or equivalent by a member of the Bank Group in any existing member of the Bank Group;
(c)
the purchase of or investment in Cash Equivalent Investments or Marketable Securities (including without limitation by way of consideration in respect of any disposal as contemplated in the proviso to Clause 23.11 ( Disposals ) and subject to the conditions set out therein);
(d)
the incorporation of a company or the acquisition of an “off-the-shelf” company which is or becomes a member of the Bank Group;
(e)
any acquisition by any member of the Bank Group in connection with a disposal permitted by the provisions of Clause 23.11 ( Disposals ) and any acquisition or subscription by a member of the Bank Group of shares issued by a Subsidiary of the Company, a Subsidiary of any Permitted Affiliate Parent or a Subsidiary of Virgin Media Communications which in any such case, is a member of the Bank Group which will, after the acquisition of such shares become a wholly-owned direct or indirect Subsidiary of the Company, a Subsidiary of any Permitted Affiliate Parent or a Subsidiary of Virgin Media Communications as the case may be, provided that if the other shares of such Subsidiary are subject to existing Security and if such shares are required to remain subject to Security in order to comply with the 80% Security Test pursuant to Clause 23.26(b)(i)

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( Further Assurance) , either (i) such newly issued shares shall also be subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) upon their issue or (ii) such shares shall be made subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) within 10 Business Days of their issue;
(f)
any acquisition made by a member of the Bank Group pursuant to the implementation of an Asset Passthrough or a Funding Passthrough;
(g)
any acquisition by any member of the Bank Group of any loan receivable, security or other asset by way of capital contribution or in consideration of the issue of any securities or of Subordinated Funding;
(h)
the acquisition of any leasehold interest in any assets which are the subject of a sale and leaseback permitted by the provisions of Clause 23.11(b) ( Disposals );
(i)
arising from the conversion of any company (the “ Original Company ”) from one form of organisation into another form of organisation provided that (i) if, prior to the time of such conversion, the Security Trustee has the benefit of Security over the shares of such Original Company or such Original Company is an Obligor, then the Company shall ensure that the Security Trustee is provided with Security over the equivalent ownership interests in, and substantially all of the assets of, the converted organisation, of at least an equivalent nature and ranking to the Security previously provided by the Original Company and (ii) the Security Trustee is satisfied that any possibility of the additional Security referred to in this paragraph (h) being challenged or set aside is not greater than any such possibility in relation to the Security entered into by or in respect of the share capital of the Original Company;
(j)
any acquisition by any member of the Bank Group of any High Yield Notes provided that an amount equal to the purchase price paid for the acquisition of any such High Yield Notes could have been used by such member of the Bank Group to fund a Permitted Payment and provided further that to the extent any such acquisition is made in reliance on any basket amount provided for under the definition of “ Permitted Payments ”, such amount shall be reduced by an amount equal to the consideration paid for any such acquisition;
(k)
investments in any Asset Securitisation Subsidiary in connection with any asset securitisation programme or receivables factoring transaction that is reasonably necessary or advisable (in the reasonable judgment of the board of directors or governing body of the relevant person) to effect such asset securitisation programme or receivables factoring transaction;

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(l)
any Acquisition where, upon completion of the Acquisition, the person acquired will be a Subsidiary of the Company, a Subsidiary of any Permitted Affiliate Parent or a Subsidiary of another member of the Bank Group where the Company or such other member of the Bank Group will own directly or indirectly greater than a 50 per cent. interest in the asset or assets constituting the acquired business (a “ Majority Acquisition ”) and where:
(i)
the business of the acquired entity or the business acquired, as the case may be, is substantially of the same nature as the Business and would not result in the Company or any Obligor or any other member of the Bank Group being in violation of any applicable law, directive, national statute or administrative regulation relating to money-laundering, unlawful financial activities or unlawful use or appropriation of corporate funds including economic or financial sanctions or trade embargoes imposed by the US (including those administered by the Office of Foreign Assets Control of the US Department of Treasury (“ OFAC ”) or equivalent European Union measure);
(ii)
in the case of any Majority Acquisition where the Acquisition Cost is £250,000,000 or greater, the Company delivers to the Facility Agent within 60 days of the date of any such Majority Acquisition:
(A)
the most recent six months management accounts of or relating to the Target, together with a certificate signed an authorised signatory of the Company certifying the amount of the Cash Flow of the Target for the most recent six months and setting out the supporting calculations;
(B)
a certificate signed by an authorised signatory of the Company which certifies that, if the ratio of Senior Net Debt to Annualised EBITDA of the Bank Group is calculated for the most recent Ratio Period ending prior to the date of the Acquisition for which financial statements have been delivered pursuant to Clause 23.2 ( Financial information ) (the “ Relevant Ratio Period ”) but adding to the:
(1)
amount of Senior Net Debt used in such calculation any net increase in the Senior Net Debt of the Bank Group since the end of the Relevant Ratio Period or subtracting from the amount of Senior Net Debt used in such calculation any net deduction in the Senior Net Debt of the Bank Group (in each case taking into account the amount of Senior Net Debt used to fund the Acquisition

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Cost and not taking into account the cash proceeds of any incurrence of Senior Debt used to fund the Acquisition Cost); and
(2)
Annualised EBITDA of the Bank Group, the Annualised EBITDA of the Target for the Relevant Ratio Period,
that ratio would be equal or less than 4.50:1;
(m)
the UPC Ireland Acquisition;
(n)
any purchase or acquisition of any assets in the ordinary course of business; and
(o)
acquisitions not falling within paragraphs (a) to (n) above provided that the aggregate consideration for the acquisitions permitted by this paragraph (o) shall not exceed £300,000,000.
All references in this definition to Sterling or £ shall, where applicable, mean the equivalent in any other currency, converted to Sterling, based on the Facility Agent’s Spot Rate of Exchange at the relevant time.
“ Permitted Affiliate Group Designation Date ” means any date on which the Facility Agent provides confirmation to the Company that the conditions set out in Clause 25.1 ( Permitted Affiliate Group Designation ) are satisfied.
“ Permitted Affiliate Holdco ” means the immediate Holding Company of any Permitted Affiliate Parent and any other Holding Company of any Permitted Affiliate Parent that is an issuer of, or has otherwise incurred, Parent Debt and, in each case, which is a Subsidiary of the Common Holding Company.
“ Permitted Affiliate Parent ” has the meaning given to such term in Clause 25.1 ( Permitted Affiliate Group Designation ).
“ Permitted Disposal ” has the meaning given to it in Clause 23.11 ( Disposals ).
“ Permitted Financial Indebtedness ” has the meaning given to it in Clause 23.13 ( Restrictions on Financial Indebtedness ).
“ Permitted Joint Venture ” means:
(a)
any Acquisition referred to in paragraph (a) of the definition of “ Permitted Acquisition ” and any Acquisition as a result of a reorganisation of a person that is not a Subsidiary of the Company or a Subsidiary of any Permitted Affiliate Parent but in which a member of the Bank Group has an interest, provided that such reorganisation does not result in an overall increase in the value of the Bank Group’s interest in that person, other than adjustments to the basis of any member

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of the Bank Group’s interest in accordance with the Relevant Accounting Principles; or
(b)
the acquisition of any interest in or any investment in, any Joint Venture constituting a Business Division Transaction;
(c)
any Acquisition where, upon completion of the Acquisition, the person acquired will not be a Subsidiary of the Company, a Subsidiary of any Permitted Affiliate Parent or a Subsidiary of any other member of the Bank Group where the Company or another member of the Bank Group will own directly or indirectly no more than a 50 per cent. interest in the asset or assets constituting the acquired business (a “ JV Minority Acquisition ”) and where:
(i)
the business of the acquired entity or the business acquired, as the case may be, is of substantially the same nature as the Business;
(ii)
in the case of any JV Minority Acquisition where the Acquisition Cost is £250,000,000 or greater, the Company delivers to the Facility Agent within 60 days of the date of any such JV Minority Acquisition:
(A)
the most recent six months management accounts of or relating to the Target, together with a certificate signed by an authorised signatory of the Company certifying the amount of the Cash Flow of the Target for the most recent six months and setting out the supporting calculations; and
(B)
a certificate signed by an authorised signatory of the Company which certifies that (x) no Default has occurred and is continuing or would be caused by the JV Minority Acquisition and (y) if the ratio of Senior Net Debt to Annualised EBITDA of the Bank Group is calculated for the most recent Ratio Period ending prior to the date of the Acquisition for which financial statements have been delivered pursuant to Clause 23.2 ( Financial information ) (the “ Relevant Ratio Period ”) but adding to the:
(1)
amount of Senior Net Debt used in such calculation any net increase in the Senior Net Debt of the Bank Group since the end of the Relevant Ratio Period or subtracting from the amount of Senior Net Debt used in such calculation any net deduction in the Senior Net Debt of the Bank Group since the end of the Relevant Ratio Period (in each case taking into account the amount of Senior Net Debt used to fund the Acquisition Costs); and

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(2)
Annualised EBITDA of the Bank Group, the Annualised EBITDA of the Target for the Relevant Ratio Period,
that ratio would be equal to or less than 4.50:1.
All references in this definition to Sterling or £ shall, where applicable, mean the equivalent in any other currency, converted to Sterling, based on the Facility Agent’s Spot Rate of Exchange at the relevant time.
“ Permitted Payment ” has the meaning given to it in Clause 23.14(c) ( Restricted Payments ).
“ Permitted Security Interest ” has the meaning given to it in Clause 23.8(a) ( Negative pledge ).
“ Permitted Transaction ” means:
(a)
any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security given, or other transaction arising, under the Finance Documents;
(b)
the solvent liquidation or reorganisation of any member of the Group which is not an Obligor so long as any payments or assets distributed as a result of such liquidation or reorganisation are distributed to other members of the Group;
(c)
transactions (other than (i) any sale, lease, license, transfer or other disposal and (ii) the granting or creation of Security or the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading on arm’s length terms;
(d)
any payments or other transactions contemplated by the Structure Memorandum or the Funds Flow Memorandum;
(e)
the UPC Ireland Acquisition;
(f)
the Post-Closing Reorganisation;
(g)
the Spin-Off;
(h)
any internal corporate reorganization reasonably required in connection with, or to effect, any asset securitisation programme or a receivables factoring transaction; or
(i)
any transaction with the prior consent of the Instructing Group.
“ Plan ” means an employee benefit plan as defined in section 3(3) of ERISA, which is maintained or contributed to by (or to which there is an obligation to contribute by) any

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member of the Bank Group or an ERISA Affiliate, and each such plan for the five year period immediately following the latest date on which any member of the Bank Group or an ERISA Affiliate maintained, contributed to or had an obligation to contribute to such plan.
“ Post-Closing Reorganisation ” has the meaning given to such term in Clause 12.1 ( Change of Control )
“ Predecessor Obligor ” has the meaning given to such term in Clause 23.31 ( Internal Reorganisations ).
“ Proceedings ” has the meaning given to such term in Clause 46.1 ( Courts ).
“ Project Company ” means a Subsidiary of a company (or a person in which such company has an interest) which has a special purpose and whose creditors have no recourse to any member of the Bank Group in respect of Financial Indebtedness of that Subsidiary or person, as the case may be, or any of such Subsidiary’s or person’s Subsidiaries (other than recourse to such member of the Bank Group who had granted a Security Interest over its shares or other interests in such Project Company beneficially owned by it provided that such recourse is limited to an enforcement of such a Security Interest).
“ Proportion ” in relation to a Lender, means:
(a)
in relation to an Advance to be made under this Agreement, the proportion borne by such Lender’s Available Commitment in respect of the relevant Facility, the relevant Borrowers and the relevant currency to the relevant Available Facility;
(b)
in relation to an Advance or Advances outstanding under this Agreement, the proportion borne by such Lender’s share of the Sterling Amount of such Advance or Advances to the total Sterling Amount thereof;
(c)
if paragraph (a) above does not apply and there are no Outstandings, the proportion borne by the aggregate of such Lender’s Available Commitment to the Available Facilities (or if the Available Facilities are then zero, by its Available Commitment to the Available Facilities immediately prior to their reduction to zero); and
(d)
if paragraph (b) above does not apply and there are any Outstandings, the proportion borne by such Lender’s share of the Sterling Amount of the Outstandings to the Sterling Amount of all the Outstandings for the time being.
“ Protected Party ” means a Relevant Finance Party or any Affiliate of a Relevant Finance Party which is or will be, subject to any Tax Liability in relation to any amount payable under or in relation to a Relevant Finance Document.

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“ Qualifying UK Lender ” means in relation to a payment of interest on a participation in an Advance to a UK Borrower, a Lender which is:
(a)
a UK Bank Lender;
(b)
a UK Non-Bank Lender; or
(c)
a UK Treaty Lender.
“ Quarter Date ” means each of 31 March, 30 June, 30 September and 31 December in each financial year of the Company.
“ Quotation Date ” means, in relation to any currency and any period for which an interest rate is to be determined:
(a)
if the relevant currency is Sterling, the first day of that period;
(b)
if the relevant currency is euro, two TARGET Days before the first day of that period; or
(c)
in relation to any other currency, two Business Days before the first day of that period,
provided that if market practice differs in the Relevant Interbank Market for a currency, the Quotation Date for that currency will be determined by the Facility Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Date will be the last of those days).
“ Ratio Period ” has the meaning given to it in Clause 22.1 ( Financial definitions ).
“ Recipient ” has the meaning given to it in Clause 37.7 ( Value Added Tax ).
“ Recovering Relevant Finance Party ” has the meaning given to such term in Clause 34.1 ( Payments to Relevant Finance Parties ).
“ Reference Bank Quotation ” means any quotation supplied to the Facility Agent by a Reference Bank or an Alternative Reference Bank.
“ Reference Bank Rate ” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request by the Reference Banks:
(a)
in relation to LIBOR:

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(i)
(other than where paragraph (ii) below applies) as the rate at which the relevant Reference Bank could borrow funds in the London interbank market in the relevant currency and for the relevant period were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period; or
(ii)
if different, as the rate (if any and applied to the relevant Reference Bank and the relevant currency and period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator; or
(b)
in relation to EURIBOR:
(i)
(other than where paragraph (ii) below applies) as the rate at which the relevant Reference Bank believes one prime bank is quoting to another prime bank for interbank term deposits in euro within the Participating Member States for the relevant period; or
(ii)
if different, as the rate (if any and applied to the relevant Reference Bank and the relevant period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator.
“ Reference Banks ” means, subject to Clause 42.11 ( Reference Banks and Alternative Reference Banks ), the principal London offices of Barclays Bank PLC, BNP Paribas and Deutsche Bank AG, London Branch.
“ Regulation T ” means Regulation T of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or any portion thereof.
“ Regulation U ” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or any portion thereof.
“ Regulation X ” means Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or any portion thereof.
“ Regulatory Authority Disposal ” means any direct or indirect sale, lease, transfer, issuance or distribution of any part of a present or future undertaking, shares, property, rights, remedies or other assets by one or a series of transactions related or not (each referred to for the purposes of this definition as a “ disposal ”) by any member of the Bank Group to another member of the Bank Group or any other person, provided that such disposal is required by a regulatory authority or court of competent jurisdiction.
“ Relevant Accounting Principles ” means GAAP, or, if at the relevant time IFRS has been adopted in accordance with Clause 23.4 ( Change in Accounting Principles ), IFRS.
“ Relevant Event ” means a Default in relation to Clause 26.2 ( Non-payment ).

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“ Relevant Finance Documents ” means:
(a)
this Agreement, any Documentary Credit, any Accession Notice, any Transfer Deed and any Transfer Agreement;
(b)
the Fee Letters;
(c)
the Commitment Letter;
(d)
any Ancillary Facility Documents;
(e)
the Security Documents;
(f)
the Security Trust Agreement;
(g)
the Group Intercreditor Agreement;
(h)
the HYD Intercreditor Agreement and any Supplemental HYD Intercreditor Agreement;
(i)
the Barclays Intercreditor Agreement;
(j)
the Hedging Agreements entered into pursuant to Clause 23.25 ( Hedging );
(k)
each Additional Facility Accession Deed;
(l)
each Utilisation Request;
(m)
any Resignation Letter; and
(n)
any other agreement or document designated a “Relevant Finance Document” in writing by the Facility Agent and the Company.
“ Relevant Finance Parties ” means the Facility Agent, the Arrangers, the Bookrunners, the Security Trustee, the Lenders, each Hedge Counterparty and “ Relevant Finance Party ” means any of them.
“ Relevant Interbank Market ” means, in relation to euro, the European Interbank Market and in relation to any other currency, the London interbank market therefor.
“ Relevant Tax Jurisdiction ” means:
(a)
the United Kingdom, in relation to a UK Borrower; and
(b)
any jurisdiction in which any person is liable to tax by reason of its domicile, residence, place of management or other similar criteria (but not any jurisdiction

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in respect of which that person is liable to tax by reason only of its having a source of income in that jurisdiction).
“ Renewal Request ” means, in relation to a Documentary Credit, a Utilisation Request therefor, in respect of which the proposed Utilisation Date stated in it is the Expiry Date of an existing Documentary Credit and the proposed Sterling Amount is the same or less than the Sterling Amount of that existing Documentary Credit.
“ Repayment Date ” means:
(a)
in relation to any Revolving Facility Advance, the last day of its Term;
(b)
in respect of the Additional Facility Outstandings on the relevant Final Maturity Date,
provided that if any such day is not a Business Day in the relevant jurisdiction for payment, the Repayment Date will be the next succeeding Business Day in the then current calendar month (if there is one) or the preceding Business Day (if there is not).
“ Repeating Representations ” means the representations and warranties which are repeated as set out in Clause 21.30(a) ( Times for making representations and warranties ).
“Reportable Event” means:
(a)
an event specified as such in section 4043 of ERISA or any regulation, other than an event in relation to which the requirement to give notice of that event is waived by any regulation; or
(b)
a failure to meet the minimum funding standard under section 412 of the Code or section 302 of ERISA, whether or not there has been any waiver of notice or waiver of the minimum funding standard under section 412 of the Code.
“ Reporting Entity ” means:
(a)
prior to any Permitted Affiliate Group Designation Date, the Company, Virgin Media Inc. or any other Holding Company of the Company notified by the Company to the Facility Agent; and
(b)
on or following any Permitted Affiliate Group Designation Date, the Common Holding Company or any other Holding Company of the Common Holding Company notified by the Company to the Facility Agent;
“ Resignation Letter ” means a letter substantially in the form set out in Schedule 17 ( Form of Resignation Letter ).
“ Restricted Guarantors ” means:

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(a)
each of the Original Guarantors listed in Part 1 of Schedule 2 ( The Original Guarantors ); and
(b)
any other Guarantor that accedes to this Agreement pursuant to Clause 25.3 ( Acceding Guarantors ), which is (i) incorporated, created or organised under the laws of the United States or any State of the United States (including the District of Columbia) and is a “United States person” (as defined in Section 7701(a)(30) of the Code); or (ii) treated for US federal income tax purposes as a disregarded entity that is a branch of a Guarantor described in paragraph (b)(i) hereof.
“ Restricted Payment ” has the meaning given to it in Clause 23.14 ( Restricted Payments ).
“ Restricted Person ” means the Ultimate Parent (or any successor thereof), any other company (not being a member of the Bank Group) which is a Subsidiary of, or an Associated Company of, the Ultimate Parent (or any successor thereof) (other than Associated Companies of the Ultimate Parent which are its Associated Companies by virtue of controlling the Ultimate Parent (or any successor thereof) or owning beneficially and/or legally directly or indirectly 10 per cent. or more of the equity interests in the Ultimate Parent (or any successor thereof)).
“ Restricted Subsidiary ” means any Subsidiary of the Company or any Subsidiary of any Permitted Affiliate Parent, other than an Unrestricted Subsidiary, together with ntl Glasgow, ntl Kirklees and any other Subsidiary of Virgin Media Communications that is a member of the Bank Group.
“ Revised Definitions ” has the meaning given to it in Clause 23.4 ( Change in Accounting Practices ).
“ Revised Ratios ” has the meaning given to it in Clause 23.4 ( Change in Accounting Practices ).
“ Revolving Facility ” means the revolving loan facility (including any Ancillary Facility and the Documentary Credit facility) granted to the relevant Borrower pursuant to Clause 2.1 ( The Facilities ).
“ Revolving Facility Excluded Amount ” means the greater of:
(a)
£500,000,000 (or its equivalent in other currencies); and
(b)
0.25 multiplied by Annualised EBITDA for the most recent Ratio Period.
“ Revolving Facility Instructing Group ” means:

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(a)
before any Utilisation of the Revolving Facility under this Agreement, a Lender or group of Lenders whose Available Revolving Facility Commitments amount in aggregate to more than 50 per cent. of the Available Revolving Facility; and
(b)
thereafter, a Lender or group of Lenders to whom in aggregate more than 50 per cent. of the aggregate amount of the Revolving Facility Outstandings are (or if there are no Revolving Facility Outstandings at such time, immediately prior to their repayment, were then) owed,
in each case calculated in accordance with the provisions of Clause 42.10 ( Calculation of Consent ) and provided that the “Revolving Facility Instructing Group” as used in Clause 4.1(j)(i) ( Conditions to Utilisation ) in relation to a Rollover Advance in respect of an Additional Facility Advance in relation to a revolving facility shall mean a Lender or group of Lenders to whom in aggregate more than 50 per cent. of the aggregate amount of that Additional Facility Advance is owed calculated in accordance with the provisions of Clause 42.10 ( Calculation of Consent ).
“ Revolving Facility Margin ” means, in relation to Revolving Facility Advances, 2.75 per cent. per annum.
“ Revolving Facility Outstandings ” means, at any time, the aggregate outstanding amount of each Revolving Facility Advance and of each Lender under the Revolving Facility’s participation in an Outstanding L/C Amount.
“ Rollover Advance ” has the meaning given to such term in Clause 8.2 ( Rollover Advances ).
“ Screen Rate ” means:
(a)
in relation to LIBOR, the London interbank offered rate administered by the ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate); and
(b)
in relation to EURIBOR, the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate),
or, in each case, on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases

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to be available, the Facility Agent may (following consultation with the Company and the Lenders) specify another page or service displaying the relevant rate.
“ SEC ” means the United States Securities and Exchange Commission.
“ Security ” means the Security Interests created or purported to be created pursuant to the Security Documents.
“ Security Documents ” means:
(a)
each of the Original Security Documents;
(b)
any security documents required to be delivered by an Acceding Obligor pursuant to Clauses 25.2 ( Acceding Borrowers ) and 25.3 ( Acceding Guarantors );
(c)
any other document executed at any time by any member of the Group conferring or evidencing any Security Interest for or in respect of any of the obligations of the Obligors under this Agreement whether or not specifically required by this Agreement; and
(d)
any other document executed at any time pursuant to Clause 23.26 ( Further Assurance ) or any similar covenant in any of the Security Documents referred to in paragraphs (a) to (c) above.
“ Security Interest ” means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment by way of security, trust arrangement for the purpose of providing security or other security interest of any kind securing any obligation of any person or any other arrangement having the effect of conferring rights of retention or other disposal rights over an asset (including without limitation title transfer and/or retention arrangements having a similar effect or a deposit of money with the primary intention of affording a right of set-off) and includes any agreement to create any of the foregoing but does not include (a) liens arising in the ordinary course of business by operation of law and not by way of contract and (b) any grant of indefeasible rights of use or equivalent arrangements with respect to network capacity, communications, fibre capacity or conduit.
“ Security Trust Agreement ” means the security deed dated 3 March 2006 between, among others, each Obligor, the Facility Agent and the Security Trustee (each as defined therein) as amended from time to time.
“ Senior Net Debt ” has the meaning given to it in Clause 22.1 ( Financial definitions ).
“ Senior Secured Notes ” means the Existing Senior Secured Notes, any Additional Senior Secured Notes and any Senior Secured Notes Refinancing.

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“ Senior Secured Notes Documents ” means any Senior Secured Notes, the SSN 2011 Indenture, the SSN 2013 Indenture and any other indenture for any Senior Secured Notes, the Group Intercreditor Agreement, the HYD Intercreditor Agreement, any guarantee given by any member of the Group in respect of any Senior Secured Notes, any security documents granting security in favour of the holders of any Senior Secured Notes (or any trustee for such holders or security agent or trustee for such holders or trustee), any note depository agreement, any fee letter and any indemnity letter in relation thereto.
“ Senior Secured Notes Refinancing ” means any notes issued by the Parent, any Permitted Affiliate Parent, the Company or any SSN Finance Subsidiary for the purposes of refinancing all or a portion of (i) the Senior Secured Notes or (ii) the Facilities or (iii) any other Financial Indebtedness of the Bank Group which is secured and ranks pari passu as to right of payment with the Facilities pursuant to and in compliance with the terms of the Group Intercreditor Agreement (provided, in each case of (i) to (iii) above that such Financial Indebtedness being refinanced would have been permitted to be incurred at the time of issuance of any such notes), in each case, outstanding from time to time (including all fees, expenses, commissions, make-whole and any other contractual premium payable under such Financial Indebtedness being refinanced and any reasonable fees, costs and expenses incurred in connection with such refinancing) and designated as “Senior Secured Notes Refinancing” by written notice from the Company to the Facility Agent and the Security Trustee 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, in respect of which the following terms apply:
(a)
the principal amount of any such notes shall not exceed the principal amount of, and any outstanding interest on, the Financial Indebtedness being refinanced (plus all fees, expenses, commissions, make-whole or other contractual premium payable in connection with such refinancing); and
(b)
such notes satisfy the requirements of paragraphs (a), (b), (c), (d) and (e) of the definition of Additional Senior Secured Notes.
“ Sharing Payment ” has the meaning given to such term in Clause 34.1(c) ( Payments to Relevant Finance Parties ).
“ Signing Date ” means the date of this Agreement.
“ Solvent Liquidation ” has the meaning given to such term in Clause 23.31 ( Internal Reorganisations ).
“ Specified Time ” means a time determined in accordance with Schedule 18 ( Timetable ).

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“ SSN 2011 Indenture ” means the indenture dated as of March 3, 2011 among Virgin Media Secured Finance PLC as issuer, The Bank of New York Mellon as trustee and paying agent and the other parties thereto as amended from time to time.
“ SSN 2013 Indenture ” means the indenture dated as of February 22, 2013 among Lynx I Corp as issuer, The Bank of New York Mellon as trustee and paying agent and the other parties thereto as amended from time to time.
“ SSN Finance Subsidiary ” means:
(a)
Virgin Media Secured Finance PLC; and
(b)
any other Subsidiary directly and wholly-owned by either:
(i)
the Company engaged in the business of effecting or facilitating the issuance of Senior Secured Notes and on-lending the proceeds to the Company;
(ii)
the Parent engaged in the business of effecting or facilitating the issuance of Senior Secured Notes and on-lending the proceeds to the Parent and/or the Company; or
(iii)
any Permitted Affiliate Parent engaged in the business of effecting or facilitating the issuance of Senior Secured Notes and on-lending the proceeds to any other member of the Bank Group,
and in each case having no Subsidiaries.
“ Standard & Poor’s ” means Standard & Poor’s Ratings Group or any successor thereof.
“ Sterling Amount ” means at any time:
(a)
in relation to an Advance denominated in Sterling, the amount thereof, and in relation to any other Advance, the Sterling equivalent of the amount specified in the Utilisation Request (as at the date thereof) for that Advance, in each case, as adjusted, if necessary, in accordance with the terms of this Agreement and to reflect any repayment, consolidation or division of that Advance;
(b)
in relation to a Documentary Credit, (i) if such Documentary Credit is denominated in Sterling, the Outstanding L/C Amount in relation to it at such time or (ii) if such Documentary Credit is not denominated in Sterling, the equivalent in Sterling of the Outstanding L/C Amount at such time, calculated as at the later of (A) the date which falls two Business Days before its issue date or any renewal date or (B) the date of any revaluation pursuant to Clause 5.5 ( Revaluation of Documentary Credits );

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(c)
in relation to any Ancillary Facility granted by a Lender, the amount of its Revolving Facility Commitment or Additional Facility Commitment converted to provide its Ancillary Facility Commitment as at the time of such conversion; and
(d)
in relation to any Outstandings, the aggregate of the Sterling Amounts (calculated in accordance with paragraphs (a), (b) and (c) above) of each outstanding Advance and/or Outstanding L/C Amount, made under the relevant Facility or Facilities (as the case may be) and/or in relation to Ancillary Facility Outstandings, (i) if such Outstandings are denominated in Sterling, the aggregate amount of such Outstandings at such time and (ii) if such Outstandings are not denominated in Sterling, the Sterling equivalent of the aggregate amount of such Outstandings at such time.
“ Structure Memorandum ” means the structure paper entitled “Virgin Media Inc -Liberty Global, Inc. Acquisition and Holding Structure” describing the Wider Group and the Merger and prepared by Liberty Global, Inc. and delivered by the Company to the Facility Agent pursuant to this Agreement.
“ Subject Party ” has the meaning given to it in Clause 37.7 ( Value Added Tax ).
“ Subordinated Funding ” means any Financial Indebtedness made available to any member of the Bank Group by any member of the Wider Group that is not a member of the Bank Group which:
(a)
constitutes Parent Intercompany Debt;
(b)
is an intercompany loan existing as at 16 March 2010 (including any inter-company loan the benefit of which has, at any time after the 16 March 2010, been assigned to any other member of the Wider Group, where such assignment is not otherwise prohibited by this Agreement); or
(c)
constitutes Equity Equivalent Funding,
provided that:
(i)
if not already subject to Security, Security in favour of the Security Trustee on terms satisfactory to the Security Trustee is promptly granted by the relevant creditor over its rights with respect to any such Financial Indebtedness; and
(ii)
the relevant debtor and creditor are party to the Group Intercreditor Agreement and the HYD Intercreditor Agreement as an Intergroup Debtor or Intergroup Creditor (as such terms are defined in the Group Intercreditor Agreement and the HYD Intercreditor Agreement), as

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applicable, or where the relevant debtor and creditor are party to such other subordination arrangements as may be satisfactory to the Facility Agent, acting reasonably.
“ Subscriber ” means any person who has entered into an agreement (which has not expired or been terminated) with an Obligor to be provided with services by an Obligor through the operation of telecommunications and/or television systems operated by the Bank Group in accordance with applicable Telecommunications, Cable and Broadcasting Laws (including any part of such system and all modifications, substitutions, replacements, renewals and extensions made to such systems).
“ Subsidiary ” of a person means any company or entity directly or indirectly controlled by such person, for which purpose control means ownership of more than 50 per cent. of the economic and/or voting share capital (or equivalent right of ownership of such company or entity).
For the purposes of Clause 22 ( Financial Covenant ) and 23.2 ( Financial information ) any provision of this Agreement where the financial terms defined in Clause 22 ( Financial Covenant ) are used, “ Subsidiary ” of a person includes any legal entity which is accounted for under the Relevant Accounting Principles as a Subsidiary of the first-mentioned company.
“ Supplemental HYD Intercreditor Agreement ” means an intercreditor agreement that subordinates any guarantees granted by any member of the Bank Group in respect of any Additional High Yield Notes and/or any High Yield Refinancing on terms satisfactory to the Facility Agent or on terms substantially the same as the HYD Intercreditor Agreement.
“ Supplier ” has the meaning given to it in Clause 37.7 ( Value Added Tax ).
“ Target ” means any assets or entity which is or are the subject of an Acquisition in accordance with the terms of this Agreement.
“ TARGET2 ” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilise a single shared platform and which was launched on 19 November 2007.
“ TARGET Day ” means any day on which TARGET2 is open for the settlement of payments in euro.
“ Tax Cooperation Agreement ” means the agreement dated 3 March 2006 between Virgin Media Inc. and Telewest Communications Networks Limited relating to arrangements in connection with, amongst other things, the payment of US taxes.
“ Tax Credit ” means a credit against, relief or remission for, or repayment of any tax.

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“ Tax Deduction ” means a deduction or withholding for or on account of Tax from a payment under a Relevant Finance Document, other than:
(a)
a FATCA Deduction; or
(b)
a deduction or withholding for or on account of any Bank Levy (or otherwise attributable to, or arising as a consequence of, a Bank Levy).
“ Tax Liability ” has the meaning set out in Clause 17.3(e) ( Tax Indemnity ).
“ Tax on Overall Net Income ” has the meaning set out in Clause 17.3(e) ( Tax Indemnity ).
“ Tax Payment ” means the increase in any payment made by an Obligor to a Relevant Finance Party under Clause 17.1(c) ( Tax Gross-up ) or any amount payable under Clause 17.1(d) ( Tax Gross-up ) or under Clause 17.3 ( Tax Indemnity ).
“ Telecommunications, Cable and Broadcasting Laws ” means the Telecommunications Act 1984, the Broadcasting Act 1990 (together with the Broadcasting Act 1996), the Communications Act 2003 and all other laws, statutes, regulations and judgments relating to broadcasting or telecommunications or cable television or broadcasting applicable to any member of the Bank Group, and/or the business carried on by, any member of the Bank Group (for the avoidance of doubt, not including laws, statutes, regulations or judgments relating solely to consumer credit, data protection or intellectual property).
“ Term ” means:
(a)
in relation to a Revolving Facility Advance, the period for which such Advance is borrowed as specified in the relevant Utilisation Request; and
(b)
in relation to any Documentary Credit, the period from the date of its issue until its Expiry Date.
“ Term Facilities ” means each Additional Facility (other than any Additional Facility which by its terms is a revolving loan facility) “ Term Facility ” means any of them, as the context requires.
“ Term Facility Advance ” means any Additional Facility Advance (other than any Additional Facility Advance under any Additional Facility which by its terms is a revolving loan facility), and “ Term Facility Advances ” shall be construed accordingly.
“ Term Facility Outstandings ” means, at any time, the aggregate of the Additional Facility Outstandings (other than any Additional Facility Outstandings under any Additional Facility which by its terms is a revolving loan facility) at such time.
“ Termination Date ” means:

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(a)
in relation to the Revolving Facility, the date which is 15 days prior to the Final Maturity Date in respect of the Revolving Facility (as applicable);
(b)
in relation to each Ancillary Facility, the relevant Ancillary Facility Termination Date; and
(c)
in relation to each Additional Facility, the Additional Facility Termination Date specified in the relevant Additional Facility Accession Deed.
“ Total Assets ” means the consolidated total assets of the Bank Group as shown on the most recent balance sheet (excluding the footnotes thereto) of the Bank Group delivered in accordance with Clause 23.2(a)(ii) ( Financial information ), as applicable, (and, in the case of any determination relating to any incurrence of indebtedness or any investment, on a pro forma basis including any property or assets being acquired in connection therewith).
“ Total Commitments ” means the aggregate of the Commitments, being £1,635,000,000 and $2,755,000,000 at the date of this Agreement, as the same may be increased in accordance with Clause 2.2 ( Increase ) or reduced in accordance with this Agreement.
“ Total Net Debt ” has the meaning given to it in Clause 22.1 ( Financial definitions ).
“ Transfer Agreement ” means a duly completed assignment and assumption substantially in the form set out in Schedule 6 ( Form of Transfer Agreement).
“ Transfer Date ” means, in relation to any Transfer Deed or any Transfer Agreement, the effective date of such transfer as specified in such Transfer Deed or such Transfer Agreement.
“ Transfer Deed ” means a duly completed deed of transfer and accession substantially in the form set out in Schedule 5 ( Form of Transfer Deed ) whereby an existing Lender seeks to transfer to a New Lender all or a part of such existing Lender’s rights, benefits and obligations under this Agreement as contemplated in Clause 36 ( Assignments and Transfers ) and such New Lender agrees to accept such transfer and to be bound by this Agreement and to accede to the HYD Intercreditor Agreement, the Group Intercreditor Agreement and the Security Trust Agreement.
“ Transferor ” has the meaning given to such term in Clause 36.7 ( Transfer Agreements) .
“ UK Bank Lender ” means, in relation to a payment of interest on a participation in an Advance to a Borrower, a Lender which is beneficially entitled to that payment and (a) if the participation in that Advance was made by it, is a Lender which is a “bank” (as defined for the purposes of section 879 of the ITA in section 991 of the ITA) and is within the charge to United Kingdom corporation tax as respects that payment or would be within such charge as respects such payment but for section 18A of the CTA or (b) if the

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participation in that Advance was made by a different person, such person was a “bank” (as defined for the purposes of section 879 of the ITA in section 991 of the ITA) at the time that Advance was made, and is a Lender which is within the charge to United Kingdom corporation tax as respects that payment.
“ UK Borrowers ” means:
(a)
as at the Signing Date, each of the Original Borrowers; and
(b)
thereafter, each of the Original Borrowers and any Acceding Borrower that is liable to corporation tax in the United Kingdom,
excluding any UK Borrower which has been liquidated in accordance with the provisions of Clause 23.31 ( Internal Reorganisations ) but including the relevant Successor Entity (provided it is also liable to corporation tax in the United Kingdom) thereafter, and excluding, for the avoidance of doubt, the US Borrower, and “UK Borrower” means any of them.
“ UK DB Schemes ” has the meaning given to such term in Clause 23.23 ( Pension Plans ).
“ UK Non-Bank Lender ” means, in relation to a payment of interest on an Advance to a Borrower:
(a)
a Lender which is beneficially entitled to the income in respect of which that payment is made and is a UK Resident company (such that the payment is within the category of excepted payments described at section 933 ITA); or
(b)
a Lender to which such payment would fall within one of the categories of excepted payments described at sections 934 to 937 ITA inclusive,
where H.M. Revenue & Customs has not given a direction under section 931 ITA which relates to that payment of interest on an Advance to such Borrower.
“ UK Pension Scheme ” means a pension scheme in which any member of the Group participates or has at any time participated, and which has its main administration in the United Kingdom or is primarily for the benefit of employees in the United Kingdom.
“ UK Resident ” means a person who is resident in the United Kingdom for the purposes of the ITA or CTA, and “non-UK Resident” shall be construed accordingly.
“ UK Treaty Lender ” means in relation to a payment of interest on an Advance to a UK Borrower, a Lender which is entitled to claim full relief from liability to taxation otherwise imposed by such UK Borrower’s Relevant Tax Jurisdiction (in relation to that Lender’s participation in Advances made to such UK Borrower) on interest under a Double Taxation Treaty and which does not carry on business in that UK Borrower’s

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Relevant Tax Jurisdiction through a permanent establishment with which that Lender’s participation in that Advance is effectively connected and, in relation to any payment of interest on any Advance made by that Lender, such UK Borrower has, unless provided otherwise in an Additional Facility Accession Deed, received notification (or will have received notification prior to the end of the first Interest Period hereunder) in writing from H.M. Revenue & Customs authorising such UK Borrower to pay interest on such Advances without any Tax Deduction, including where such notification is provided as a result of the Lender using HMRC DT Treaty Passport Scheme.
“ Ultimate Parent ” means Liberty Global PLC, together with its successors.
“ United States ” or “ US ” means the United States of America, its territories, possessions and other areas subject to the jurisdiction of the United States of America.
“ Unpaid Sum ” means any sum due and payable by an Obligor under any Relevant Finance Document (other than any Ancillary Facility Document) but unpaid.
“ Unrestricted Subsidiary ” means each Subsidiary of the Company, any Subsidiary of any Permitted Affiliate Parent or 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.
“ UPC Ireland Acquisition ” means the acquisition of interests in UPC Broadband Ireland B.V. or any of its Subsidiaries by a member of the Bank Group.
“ UPC Ireland Share Acquisition ” means the acquisition of any share capital of UPC Broadband Ireland Limited (or its successor) and its Subsidiaries not already owned by the Company and its Subsidiaries.
“ US Borrower ” means Virgin Media Bristol LLC.
“ US Guarantor ” means any Guarantor that is a US Obligor.
“ US Obligor ” means any Obligor, any Material Subsidiary or any member of the Bank Group which is a partnership, or a partner of any partnership, that is incorporated or formed under the laws of the United States or any State of the United States (including the District of Columbia) or that resides or has a domicile, a place of business or property in the United States.
“ Utilisation ” means the utilisation of a Facility under this Agreement, whether by way of an Advance, the issue of a Documentary Credit or the utilisation of any Ancillary Facility.
“ Utilisation Date ” means:

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(a)
in relation to an Advance, the date on which such Advance is (or is requested) to be made;
(b)
in relation to a utilisation by way of Ancillary Facility, the date on which such Ancillary Facility is established; and
(c)
in relation to a utilisation by way of Documentary Credit, the date on which such Documentary Credit is to be issued, in each case,
in accordance with the terms of this Agreement.
“ Utilisation Request ” means:
(a)
in relation to an Advance a duly completed notice substantially in the form set out in Part 1 to Schedule 4 ( Form of Utilisation Request (Advances) ); or
(b)
in relation to a Documentary Credit, a duly completed notice substantially in the form set out in Part 2 to Schedule 4 ( Form of Utilisation Request (Documentary Credits) ).
“ Vendor ” means Virgin Media Inc.
“ Vendor Financing Arrangements ” means any arrangement, contractual or otherwise, pursuant to which credit or other financing is provided or arranged by a supplier (or any of its Affiliates) of assets (including equipment) and/or related services to a member of the Bank Group in connection with such supply of assets and/or services.
“ Virgin Media Communications ” means Virgin Media Communications Limited, a company incorporated in England and Wales with registered number 3521915, whose registered office is at Media House, Bartley Wood Business Park, Hook, Hampshire, RG27 9UP.
“ VMIH Affiliate ” means each of the Affiliates of Virgin Media Investment Holdings Limited, any trust of which Virgin Media Investment Holdings Limited or any of its Affiliates is a trustee, any partnership of which Virgin Media Investment Holdings Limited or any of its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, Virgin Media Investment Holdings Limited or any of its Affiliates.
“ Website Lenders ” has the meaning given to such term in Clause 39.3(a) ( Use of Websites/E-mail ).
“ Wider Group ” means the Ultimate Parent and its Subsidiaries from time to time.
1.2
Accounting Expressions

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Unless a contrary indication appears, any reference in this Agreement to “audited consolidated accounts” or “audited consolidated financial statements” or any analogous terms shall be construed as a reference to the financial statements and such other information provided in accordance with Clause 23.2 ( Financial information ) as the context so requires.
1.3
Construction
Unless a contrary indication appears, any reference in this Agreement to:
(a)
any “Permitted Affiliate Parent”, any “Permitted Affiliate Holdco”, the “Parent”, the “Facility Agent”, the “Global Coordinator”, a “Mandated Lead Arranger”, a “Bookrunner”, the “Security Trustee”, a “Hedge Counterparty”, an “L/C Bank”, an “Ancillary Facility Lender” or a “Lender” shall be construed so as to include their respective and any subsequent successors, transferees and permitted assigns in accordance with their respective interests;
(b)
“ agreed form ” means, in relation to any document, in the form agreed by or on behalf of the Facility Agent and the Company prior to the Signing Date;
(c)
“ assets ” includes present and future properties, revenues and rights of every description;
(d)
“ company ” includes any body corporate;
(e)
“ determines ” or “ determined ” means, save as otherwise provided herein, a determination made in the absolute discretion of the person making the determination;
(f)
the “ equivalent ” on any given date in one currency (the “ first currency ”) of an amount denominated in another currency (the “ second currency ”) is a reference to the amount of the first currency which could be purchased with the second currency at the Facility Agent’s Spot Rate of Exchange at the Specified Time on the relevant date for the purchase of the first currency with the second currency or for the purposes of determining any amounts testing any covenant or determining whether an Event of Default has occurred under this Agreement:
(i)
in the case of any basket or threshold amount qualifying a covenant:
(A)
in order to determine how much of such basket or threshold has been used at any time, for each transaction entered into in reliance upon the utilisation of such basket or in reliance upon such threshold not being reached prior to such time, the date upon which such transaction was entered into; and

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(B)
in order to determine the permissibility of a proposed transaction, on the date upon which the permissibility of that transaction is being tested for the purposes of determining compliance with that covenant; and
(ii)
in the case of any basket or threshold amount relating to an Event of Default, the date on which the relevant event is being assessed for the purposes of determining whether such Event of Default has occurred,
provided that in the case of Financial Indebtedness proposed to be incurred to refinance other Financial Indebtedness denominated in a currency other than Sterling or other than the currency in which such refinanced Financial Indebtedness is denominated, if such refinancing would cause any applicable Sterling-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Sterling denominated restriction shall be deemed not to be exceeded so long as the principal amount of such refinancing Financial Indebtedness does not exceed the principal amount of such Financial Indebtedness being refinanced in the applicable currency at the then current exchange rate;
(g)
“ guarantee ” means (other than in Clause 28 ( Guarantee and Indemnity )) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;
(h)
“ month ” is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next succeeding calendar month save that, where any such period would otherwise end on a day which is not a Business Day, it shall end on the next succeeding Business Day, unless that day falls in the calendar month succeeding that in which it would otherwise have ended, in which case it shall end on the immediately preceding Business Day provided that, if a period starts on the last Business Day in a calendar month or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that later month (provided that in any reference to “months” only the last month in a period shall be construed in the aforementioned manner);
(i)
a Lender’s “ participation ” in relation to a Documentary Credit, shall be construed as a reference to the relevant amount that is or may be payable by that Lender in relation to that Documentary Credit;

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(j)
a “ person ” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);
(k)
a “ regulation ” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;
(l)
a “ repayment ” shall include a “ prepayment ” and references to “repay” or “prepay” shall be construed accordingly;
(m)
“ tax ” shall be construed so as to include all present and future taxes, charges, imposts, duties, levies, deductions or withholdings of any kind whatsoever, or any amount payable on account of or as security for any of the foregoing, by whomsoever on whomsoever and wherever imposed, levied, collected, withheld or assessed together with any penalties, additions, fines, surcharges or interest relating to it; and “ taxes ” and “ taxation ” shall be construed accordingly;
(n)
“ VAT ” shall be construed as value added tax as provided for in the Value Added Tax Act 1994 and legislation (or purported legislation and whether delegated or otherwise) supplemental to that Act or in any primary or secondary legislation promulgated by the European Community or European Union or any official body or agency of the European Community or European Union, and any tax similar or equivalent to value added tax imposed by any country other than the United Kingdom and any similar or turnover tax replacing or introduced in addition to any of the same;
(o)
“ wholly-owned Subsidiary ” of a company shall be construed as a reference to any company which has no other members except that other company and that other company’s wholly-owned Subsidiaries or nominees for that other company or its wholly-owned Subsidiaries save that the following shall not constitute “other members”:
(i)
directors’ qualifying shares or an immaterial amount of shares required to be owned by other persons pursuant to applicable law, regulation or to ensure limited liability; and
(ii)
in the case of an Asset Securitisation Subsidiary, shares held by a person that is not an Affiliate of the Company solely for the purpose of permitting such person (or such person’s designee) to vote with respect to customary major events with respect to such Asset Securitisation Subsidiary, including without limitation the institution of bankruptcy, insolvency or

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other similar proceedings, any merger or dissolution, and any change in charter documents or other customary events;
(p)
the “ winding-up ”, “ dissolution ” or “ administration ” of a company shall be construed so as to include any equivalent or analogous proceedings under the Law of the jurisdiction in which such company is incorporated, established or organised or any jurisdiction in which such company carries on business, including the seeking of liquidation, winding up, reorganisation, dissolution, administration, arrangement, adjustment, protection from creditors or relief of debtors;
(q)
a Borrower providing “ cash cover ” for a Documentary Credit or an Ancillary Facility means that Borrower paying an amount in the currency of the Documentary Credit (or, as the case may be, Ancillary Facility) to an interest-bearing account in the name of that Borrower and the following conditions being met:
(i)
the account is with the Security Trustee or with the L/C Bank or Ancillary Facility Lender for which that cash cover is to be provided;
(ii)
subject to Clause 5.10(b) ( Cash Cover by Borrower ), until no amount is or may be outstanding under that Documentary Credit or Ancillary Facility, withdrawals from the account may only be made to pay a Relevant Finance Party amounts due and payable to it under this Agreement in respect of that Documentary Credit or Ancillary Facility; and
(iii)
that Borrower has executed a security document over that account, in form and substance satisfactory to the Security Trustee or the L/C Bank or Ancillary Facility Lender with which that account is held, creating a first ranking security interest over that account;
(r)
a Default (other than an Event of Default) is “ continuing ” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been remedied or waived;
(s)
a Borrower “ repaying ” or “ prepaying ” a Documentary Credit or Ancillary Facility Outstandings means:
(i)
that Borrower providing cash cover for that Documentary Credit or in respect of the Ancillary Facility Outstandings;
(ii)
the maximum amount payable under the Documentary Credit or Ancillary Facility being reduced or cancelled in accordance with its terms; or

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(iii)
the relevant L/C Bank or Ancillary Facility Lender being satisfied that it has no further liability under that Documentary Credit or Ancillary Facility, and the amount by which a Documentary Credit is, or Ancillary Facility Outstandings are, repaid or prepaid under paragraphs (i) and (ii) above is the amount of the relevant cash cover or reduction;
(t)
an amount “ borrowed ” includes any amount utilised by way of Documentary Credit or under an Ancillary Facility;
(u)
a Lender funding its participation in a Utilisation includes a Lender participating in a Documentary Credit; and
(v)
an “ outstanding amount ” of a Documentary Credit at any time is the maximum amount that is or may be payable by a Borrower in respect of that Documentary Credit at that time.
(w)
When determining the Sterling equivalent amount for the purposes of the “Instructing Group” and/or “Non-Consenting Lender” and for all other purposes other than under Clause 22 ( Financial Covenant ), the Facility Agent shall determine the amount of (i) any undrawn commitments denominated in euro or Dollars or any other Optional Currency on the basis of the Facility Agent’s Spot Rate of Exchange on the date of this Agreement (in the case of the Revolving Facility) or on the date of the relevant Additional Facility Accession Deed (in the case of an Additional Facility); and (ii) any participations in Utilisations denominated in euro or dollars or any other Optional Currency on the basis of the Facility Agent’s Spot Rate of Exchange on the date of receipt by the Facility Agent of the Utilisation Request for the relevant Advance.
1.4
Currency
“ € ” and “ euro ” denote the lawful currency of each Participating Member State, “ £ ” and “ Sterling ” denote the lawful currency of the United Kingdom and “ US$ ”, “ $ ” and “ Dollars ” denote the lawful currency of the United States.
1.5
Statutes
Any reference in this Agreement to a statute or a statutory provision shall, save where a contrary intention is specified, be construed as a reference to such statute or statutory provision as the same shall have been, or may be, amended or re enacted.
1.6
Time
Any reference in this Agreement to a time shall, unless otherwise specified, be construed as a reference to London time.

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1.7
References to Agreements
Unless otherwise stated, any reference in this Agreement to any agreement, indenture or any other document (including any reference to this Agreement) shall be construed as a reference to:
(a)
such agreement, indenture or any other document as amended, varied, novated or supplemented from time to time;
(b)
any other agreement, indenture or any other document whereby such agreement or document is so amended, varied, supplemented or novated; and
(c)
any other agreement, indenture or any other document entered into pursuant to or in accordance with any such agreement or document.
1.8
No Personal Liability
No personal liability shall attach to any director, officer or employee of any member of the Wider Group for any representation or statement made by that member of the Wider Group in a certificate signed by such director, officer or employee.
1.9
Group Intercreditor Agreement and HYD Intercreditor Agreement
(a)
This Agreement is entered into subject to, and with the benefit of, the terms of the Group Intercreditor Agreement and the HYD Intercreditor Agreement.
(b)
Notwithstanding anything to the contrary in this Agreement, the terms of the Group Intercreditor Agreement or the HYD Intercreditor Agreement will prevail if there is a conflict between the terms of this Agreement and the terms of the Group Intercreditor Agreement or the HYD Intercreditor Agreement.
1.10
Permitted Affiliate Group Designation Date
On and from any Permitted Affiliate Group Designation Date any obligation in this Agreement of the Company to procure that members of the Bank Group comply with any covenant shall be construed such that the Company shall be obliged to procure that only its Subsidiaries that are members of Bank Group comply with that obligation and the relevant Permitted Affiliate Parent shall be obliged to procure that its Subsidiaries that are members of Bank Group comply with that obligation.
2.
THE FACILITIES
2.1
The Facilities
The Lenders grant upon the terms and subject to the conditions of this Agreement to the Borrowers a multi-currency revolving loan facility to the Borrowers (other than to the

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US Borrower), as may be incurred pursuant to Clause 2.2(a) ( Increase ) below up to a maximum aggregate principal amount of the Revolving Facility Commitment (being an amount of £675,000,000 as at 15 June 2015) (the “ Revolving Facility ”), which shall be available for drawing in euro, Dollars, Sterling or any Optional Currency.
2.2
Increase
(a)
Notwithstanding Clause 2.1 ( The Facilities ) above, in addition to paragraph (b) below, the Company may with the prior consent of a Lender, any bank, financial institution, trust, fund or any other entity selected by the Company (each an “ Increase Lender ”) and by giving 10 Business Days prior notice to the Facility Agent, increase the Commitments under any Facility by including any new Commitments of any Increase Lender provided that:
(i)
no Event of Default is continuing;
(ii)
the terms of that Facility provide that no Utilisation may be made if, at the time of such Utilisation, an Event of Default is continuing or would result from such Utilisation;
(iii)
it shall be a condition to any Utilisation (other than in relation to a Rollover Advance) of any new Commitment that the Company shall certify in the relevant Utilisation Request that the ratio of Senior Net Debt to Annualised EBITDA shall be no greater than 4.50:1 (taking into account such drawing and the use of proceeds of such drawing and not taking into account the cash proceeds of such drawing); and
(iv)
each Borrower for that Facility is or becomes an Obligor.
(b)
The Company may by giving prior notice to the Facility Agent by no later than the date falling 30 Business Days after the effective date of a cancellation of:
(i)
the Available Commitments of a Defaulting Lender in accordance with Clause 10.5 ( Right of Cancellation in Relation to a Defaulting Lender ); or
(ii)
the Commitments of a Lender in accordance with Clause 19 ( Illegality ),
request that the Commitments relating to any Facility be increased (and the Commitments under that Facility shall be so increased) in an aggregate amount in the relevant currency of up to the amount of the Available Commitments or Commitments relating to that Facility so cancelled.
(c)
The increased Commitments will be assumed by one or more Increase Lenders selected by the Company each of which confirms its willingness to assume and

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does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume as if it had been an Original Lender; each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender.
(d)
Each Increase Lender shall become a party to this Agreement as a “Lender” and any Increase Lender and each of the other Relevant Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Relevant Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender.
(e)
The Commitments of the other Lenders shall continue in full force and effect.
(f)
An increase in the Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (g) below are satisfied.
(g)
An increase in the Commitments will only be effective on:
(i)
the execution by the Facility Agent of an Increase Confirmation from the relevant Increase Lender;
(ii)
in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase:
(A)
the Increase Lender entering into the documentation required for it to accede as a party to the Group Intercreditor Agreement, HYD Intercreditor Agreement and Security Trust Agreement, as applicable; and
(B)
the performance by the Facility Agent of all necessary “know your client” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Facility Agent shall promptly notify to the Company, the Increase Lender and each L/C Bank; and
(iii)
each participating Lender consenting to such increase.
(h)
The Company may pay to any Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender.

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(i)
Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.
(j)
The execution by the Company of an Increase Confirmation constitutes confirmation by each Guarantor that its obligations under Clause 28 ( Guarantee and Indemnity ) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the new Commitments of any Increase Lender and shall be owed to each Finance Party including the relevant Lender.
(k)
Clause 36.6 ( Transfer Deed ) shall apply mutatis mutandis in this Clause 2.2 ( Increase ) in relation to an Increase Lender as if references in that Clause to:
(i)
a “ Transferor ” were references to all the Lenders immediately prior to the relevant increase;
(ii)
the “ New Lender ” were references to that “ Increase Lender ”; and
(iii)
a “ re-transfer ” and “ re-assignment ” were references to respectively a “ transfer ” and “ assignment ”.
2.3
Purpose
(a)
The Revolving Facility shall be applied for the purposes of financing the ongoing working capital requirements and the general corporate purposes of the Bank Group and may be utilised by way of Revolving Facility Advances, Documentary Credits or, subject to the provisions of Clause 6 ( Ancillary Facilities ), Ancillary Facilities.
(b)
The Borrowers shall apply all amounts borrowed under this Agreement in or towards satisfaction of the purposes referred to in paragraphs (a) and (b) above (as applicable) and none of the Relevant Finance Parties shall be obliged to concern themselves with such application.
2.4
Relevant Finance Parties’ Rights and Obligations
(a)
The obligations of each Relevant Finance Party under the Relevant Finance Documents are several. Failure by a Relevant Finance Party to perform its obligations under the Relevant Finance Documents does not affect the obligations of any other party under the Relevant Finance Documents. No Relevant Finance Party is responsible for the obligations of any other Relevant Finance Party under the Relevant Finance Documents.

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(b)
The rights of each Relevant Finance Party under or in connection with the Relevant Finance Documents are separate and independent rights and any debt arising under the Relevant Finance Documents to a Relevant Finance Party from an Obligor shall be a separate and independent debt.
(c)
A Relevant Finance Party may, except as otherwise stated in the Relevant Finance Documents, separately enforce its rights under the Relevant Finance Documents.
2.5
Additional Facilities
(a)
The Company may notify the Facility Agent by no less than two Business Days notice that it wishes to establish one or more additional facilities (which may include any Ancillary Facility and/or Documentary Credit facility) (each an “ Additional Facility ”) by delivery to the Facility Agent of a duly completed Additional Facility Accession Deed, duly executed by the Company, each Additional Facility Lender for the Additional Facility and each Additional Facility Borrower for the relevant Additional Facility, provided, in respect of each Additional Facility, that:
(i)
in relation to a Certain Funds Acquisition, no Event of Default is continuing under Clause 26.2 ( Non-payment ) and Clauses 26.6 ( Insolvency ) to 26.10 ( Similar events ) and the Company certifies in the relevant Additional Facility Accession Deed that on the date of the Additional Facility Accession Deed the ratio of Senior Net Debt to Annualised EBITDA would be no greater than 4.50:1 if a drawing of the Commitments under such Additional Facility Accession Deed was made in full on that date (taking into account the proposed use of proceeds of such drawing and not taking into account the cash proceeds of such drawing);
(ii)
other than in relation to a Certain Funds Acquisition, no Event of Default is continuing;
(iii)
in relation to a Certain Funds Acquisition, the terms of that Additional Facility provide that no Utilisation may be made if, at the time of such Utilisation, an Event of Default is continuing or would result from such Utilisation under Clause 26.2 ( Non-payment ) and Clauses 26.6 ( Insolvency ) to 26.10 ( Similar events );
(iv)
other than in relation to a Certain Funds Acquisition, the terms of that Additional Facility provide that no Utilisation may be made if, at the time of such Utilisation, an Event of Default is continuing or would result from such Utilisation;

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(v)
it shall be a condition to any Utilisation (other than in relation to a Rollover Advance) of any new Additional Facility that the Company shall certify in the relevant Utilisation Request that the ratio of Senior Net Debt to Annualised EBITDA shall be no greater than 4.50:1 (taking into account such drawing and the use of proceeds of such drawing and not taking into account the cash proceeds of such drawing) provided that such condition shall not apply in relation to a Utilisation of an Additional Facility in relation to a Certain Funds Acquisition;
(vi)
each Additional Facility Borrower for that Additional Facility is an existing Obligor;
(vii)
the principal amount, interest rate, interest periods, Final Maturity Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or in connection with, any Additional Facility and related provisions and the currency of that Additional Facility shall be agreed by the relevant Additional Facility Borrowers and the relevant Additional Facility Lenders (and, in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Facility Agent) and set out in the relevant Additional Facility Accession Deed;
(viii)
the relevant Additional Facility Accession Deed shall specify whether that Additional Facility provides for one or more term loans or revolving loans; and
(ix)
subject to paragraph (iv) above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement.
(b)
Subject to the conditions in this Clause 2.5 being met, from the relevant Additional Facility Commencement Date for an Additional Facility, the Additional Facility Lenders for that Additional Facility shall make available the Additional Facility in a maximum aggregate amount not exceeding the aggregate Additional Facility Commitments in respect of that Additional Facility as set out in the relevant Additional Facility Accession Deed.
(c)
Each Additional Facility Lender shall become a party to this Agreement and be entitled to share in the Security in accordance with the terms of the Group Intercreditor Agreement and the Security Documents pari passu with the Lenders under the other Facilities provided that the Additional Facility Borrowers and the relevant Additional Facility Lender may agree that an Additional Facility shares in the Security on a junior basis to the other Facilities which, if so agreed, shall be set out in the relevant Additional Facility Accession Deed.

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(d)
Each party to this Agreement (other than each proposed Additional Facility Lender and the Company) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Additional Facility Accession Deed which has been duly completed and signed on behalf of each proposed Additional Facility Lender, the Company and each proposed Additional Facility Borrower, and the Parent and each Obligor agrees to be bound by such accession.
(e)
On the date that the Facility Agent executes an Additional Facility Accession Deed:
(i)
each Additional Facility Lender party to that Additional Facility Accession Deed, each other Relevant Finance Party, the Parent and the Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Additional Facility Lender been an Original Lender, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and
(ii)
each Additional Facility Lender shall become a party to this Agreement as an “Additional Facility Lender”.
(f)
The execution by the Company of an Additional Facility Accession Deed constitutes confirmation by the Parent and each Guarantor that its obligations under Clause 28 ( Guarantee and Indemnity ) shall continue unaffected, except that those obligations shall extend to the Commitments as increased by the addition of each relevant Additional Facility Lender’s Commitment and shall be owed to each Relevant Finance Party including such Additional Facility Lender.
(g)
With the prior written consent of the Company, the Facility Agent is authorised and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Relevant Finance Document (in accordance with the terms of this Clause 2.5 ( Additional Facilities )) to reflect the terms of each Additional Facility without the consent of any Lender other than the applicable Additional Facility Lender.
(h)
Each Additional Facility Lender, by executing an Additional Facility Accession Deed, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the Additional Facility becomes effective.
(i)
The Company may pay to any Additional Facility Lender a fee in the amount and at the times agreed between the Company and that Additional Facility Lender.
3.
CONDITIONS
3.1
Intentionally Left Blank
3.2
Further Conditions Precedent
The Lenders will only be obliged to comply with Clause 4.2 ( Lenders’ Participations ) in relation to any Utilisation if, on the date of the Utilisation Request and on the proposed Utilisation Date, other than in the case of a Rollover Advance, no Default is continuing or would result from the proposed Utilisation provided that, in relation to any Utilisation under an Additional Facility in relation to a Certain Funds Acquisition, the Additional Facility Lenders may agree to amend or waive any of the conditions under this Clause 3.2 ( Further Conditions Precedent ) other than any Event of Default under Clause 26.2 ( Non-payment ) and Clauses 26.6 ( Insolvency ) to 26.10 ( Similar events ).
3.3
Intentionally Left Blank
3.4
Deferred Acquisition Costs
Where a member of the Bank Group has made an Acquisition permitted by Clause 23.12 ( Acquisitions and mergers ), no Borrower may request, or apply the proceeds of, any Advance for the purpose of paying any consideration referred to in paragraph (a) of the definition of Acquisition Cost in relation to that Acquisition, unless the Company delivers to the Facility Agent on or before the date of each relevant request:

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(a)
where the Acquisition Cost of the acquisition was greater than £250,000,000 and no more than £300,000,000, a certificate signed by an authorised signatory of the Company and certifying; or
(b)
where the Acquisition Cost of the acquisition was greater than £300,000,000, financial projections which demonstrate,
that the Borrower will be in compliance with Clause 8 ( Repayment of Revolving Facility Outstandings ), Clause 9 ( Repayment of Term Facility Outstandings ) and the undertakings set out in Clause 22 ( Financial Covenant ) for the period from the Utilisation Date of such Advance (taking into account (i) the Acquisition Cost of such acquisition (but deducting from that Acquisition Cost the value of any consideration referred to in paragraph (a) of the definition of Acquisition Cost which has yet to be paid or delivered), (ii) the amount of such Advance and (iii) financial projections relating to the acquired business or asset(s)) to the earlier to occur of the date that falls three years from that Utilisation Date and the Final Maturity Date.
4.
UTILISATION
4.1
Conditions to Utilisation
Save as otherwise provided in this Agreement, an Advance will be made by the Lenders to a Borrower or a Documentary Credit will be issued by an L/C Bank at a Borrower’s request if:
(a)
in the case of an Advance, the Facility Agent has received from such Borrower a duly completed Utilisation Request in the relevant form, and in the case of a Documentary Credit, both the Facility Agent and the relevant L/C Bank have received from a Borrower a duly completed Utilisation Request in the relevant form, in each case, no earlier than the day which is 10 Business Days prior to the requested Utilisation Date and, unless otherwise agreed with the Facility Agent (and, in relation to a Documentary Credit only, the L/C Bank) and no later than the Specified Time, receipt of which shall oblige such Borrower to utilise the amount requested on the Utilisation Date stated therein upon the terms and subject to the conditions contained in this Agreement;
(b)
the proposed Utilisation Date is a Business Day for the proposed currency of the Advance or Documentary Credit, as the case may be, which is within the Availability Period and is or precedes the relevant Termination Date;
(c)
in the case of a Utilisation by way of a Revolving Facility Advance, the proposed Sterling Amount (or its equivalent) of such Revolving Facility Advance (including any Deemed Advance) is (i) equal to the amount of the Available

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Revolving Facility Commitment at such time, or (ii) less than such amount but equal to a minimum of £5,000,000, or an integral multiple of £1,000,000;
(d)
in the case of a Utilisation by way of Documentary Credit, the proposed Sterling Amount (or its equivalent) of such Documentary Credit is equal to or more than £1,000,000 or such lesser amount as the relevant L/C Bank may agree (acting reasonably);
(e)
in the case of a Utilisation by way of a Revolving Facility Advance, immediately after the making of such Advance there will be no more than 25 Revolving Facility Advances then outstanding;
(f)
in the case of a Utilisation by way of a Documentary Credit, the proposed Term of the Documentary Credit ends on or before the Final Maturity Date in respect of the Revolving Facility or Additional Facility (as applicable) and immediately after the making of such Utilisation there will be no more than 25 Documentary Credits then outstanding;
(g)
in the case of a Utilisation by way of a Revolving Facility Advance, the proposed Term of such Advance is a period of any number of days from and including 1 day to and including 30 days or one, two, three or six months or such other period of up to 12 months as all the Lenders having a Revolving Facility Commitment may agree with the Company prior to submission of the relevant Utilisation Request, and ends on or before the Final Maturity Date in respect of the Revolving Facility;
(h)
in the case of a Utilisation by way of an Advance (other than a Rollover Advance), the interest rate applicable to such Advance’s first Interest Period or Term (as the case may be) will not have to be determined under Clause 15 ( Market Disruption and Alternative Interest Rates );
(i)
in the case of a Utilisation by way of a Documentary Credit which is not substantially in the form set out in Schedule 15 ( Form of Documentary Credit ), the relevant L/C Bank shall have approved the terms of such Documentary Credit (acting reasonably);
(j)
in the case of any Utilisation, on the date of the Utilisation Request, the date of any Conversion Notice and the proposed Utilisation Date:
(i)
in the case of a Rollover Advance or a Documentary Credit which is being renewed pursuant to Clause 5.3 ( Renewal of Documentary Credits ), the Facility Agent shall not have received instructions from a Revolving Facility Instructing Group requiring the Facility Agent to refuse such

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rollover or renewal of a Documentary Credit by reason of the Acceleration Date having occurred; or
(ii)
in the case of any Utilisation other than that referred to in paragraph (i) above or in relation to any Utilisation under an Additional Facility in relation to a Certain Funds Acquisition, 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 no Default is continuing or would result from the proposed Utilisation; and
(k)
in the case of a Utilisation under the Revolving Facility or under any Additional Facility that is a revolving facility (other than, (i) in each case, in relation to a Utilisation that is a Rollover Advance provided that the amount of the Maturing Advance is equal to or greater than the amount of that Rollover Advance or (ii) in relation to a Utilisation under any Additional Facility that is a revolving facility in relation to a Certain Funds Acquisition), there is no subsisting breach of Clause 22 ( Financial Covenant ).
4.2
Lenders’ Participations
(a)
Each Lender will participate through its Facility Office in each Advance made pursuant to Clause 4.1 ( Conditions to Utilisation ) in its respective Proportion.
(b)
The Facility Agent shall determine the Sterling Amount of each Revolving Facility Advance which is to be made in an Optional Currency and notify each Lender of the amount, currency and the Sterling Amount of each Advance, the amount of its participation in that Advance and, if different, the amount of that participation to be made available in accordance with Clause 32.1 ( Payment to the Facility Agent ) by the Specified Time.
5.
DOCUMENTARY CREDITS
5.1
Issue of Documentary Credits
(a)
Each L/C Bank shall issue Documentary Credits pursuant to Clause 4.1 ( Conditions to Utilisation ) by:
(i)
completing the issue date and the proposed Expiry Date of any Documentary Credit to be issued by it; and
(ii)
executing and delivering such Documentary Credit to the relevant Beneficiary on the relevant Utilisation Date.

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(b)
Each Lender having a Revolving Facility Commitment or an Additional Facility Commitment in relation to a revolving facility (an “ L/C Lender ”) will participate by way of indemnity in each Documentary Credit issued under the relevant Facility in an amount equal to its L/C Proportion.
(c)
The Facility Agent shall notify each L/C Lender and the relevant L/C Bank of the details of any requested Documentary Credit (including the Sterling Amount of it, and, if such Documentary Credit is not to be denominated in Sterling, the relevant currency in which it will be denominated and the amount of it) and its participation in that Documentary Credit.
5.2
Existing Documentary Credits
(a)
On the first Utilisation Date, the Existing Documentary Credits shall be deemed to be Documentary Credits issued by the applicable L/C Lender listed in Part 2 of Schedule 12 ( Existing Documentary Credits ) pursuant to the relevant L/C Lender’s Ancillary Facility, which shall be deemed to be an ancillary facility provided to the applicable company listed as Borrower with the relevant L/C Lender’s consent in accordance with Clause 6.1 ( Utilisation of Ancillary Facilities ) on the same terms as the facility which the Existing Documentary Credit was issued under.
(b)
In respect of each Existing Documentary Credit, for the purposes of this Agreement:
(i)
the Utilisation Date shall be the first Utilisation Date; and
(ii)
the currency, amount and other terms shall be those set out opposite that Existing Documentary Credit in Part 2 of Schedule 12 ( Existing Documentary Credits ).
(c)
For the avoidance of doubt, no Request is required to be given by the Company in respect of the issue of the Documentary Credits in accordance with paragraph (a) above.
5.3
Renewal of Documentary Credits
(a)
Each Borrower may request that a Documentary Credit issued on its behalf be renewed by delivering to the Facility Agent and the relevant L/C Bank a Renewal Request which complies with Clause 4.1 ( Conditions to Utilisation ).
(b)
The terms of each renewed Documentary Credit shall be the same as those of the relevant Documentary Credit immediately prior to its renewal, except that (as stated in the Renewal Request therefor):

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(i)
its amount may be less than the amount of such Documentary Credit immediately prior to its renewal; and
(ii)
its Term shall start on the date which was the Expiry Date of that Documentary Credit immediately prior to its renewal, and shall end on the proposed Expiry Date specified in the Renewal Request.
(c)
If the conditions set out in this Clause 5.3 ( Renewal of Documentary Credits ) have been met, the relevant L/C Bank shall amend and re-issue the relevant Documentary Credit pursuant to a Renewal Request.
5.4
Reduction of a Documentary Credit
(a)
If, on the proposed Utilisation Date of a Documentary Credit, any of the Lenders under the Revolving Facility is a Non-Acceptable L/C Lender and:
(i)
that Lender has failed to provide cash collateral to the relevant L/C Bank in accordance with Clause 5.9 ( Cash Collateral by Non-Acceptable L/C Lender ); and
(ii)
either:
(A)
the relevant L/C Bank has not required the relevant Borrower which requested the Documentary Credit to provide cash cover pursuant to Clause 5.10 ( Cash Cover by Borrower ); or
(B)
the relevant Borrower which requested the Documentary Credit has failed to provide cash cover to the relevant L/C Bank in accordance with Clause 5.10 ( Cash Cover by Borrower ),
the relevant L/C Bank may reduce the amount of that Documentary Credit by an amount equal to the amount of the participation of that Non-Acceptable L/C Lender in respect of that Documentary Credit and that Non-Acceptable L/C Lender shall be deemed not to have any participation (or obligation to indemnify the relevant L/C Bank) in respect of that Documentary Credit for the purposes of the Relevant Finance Documents.
(b)
The relevant Borrower shall notify the Facility Agent (with a copy to the relevant L/C Bank) of each reduction made pursuant to this Clause 5.4 ( Reduction of a Documentary Credit ).
(c)
This Clause 5.4 ( Reduction of a Documentary Credit ) shall not affect the participation of each other Lender in that Documentary Credit.

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5.5
Revaluation of Documentary Credits
(a)
If any Documentary Credit is denominated in a currency other than Sterling, the Facility Agent shall at six monthly intervals after the date of the Documentary Credit recalculate the Sterling Amount of that Documentary Credit by notionally converting into Sterling, the outstanding amount of that Documentary Credit on the basis of the Facility Agent’s Spot Rate of Exchange on the date of calculation.
(b)
The relevant Borrower shall, if requested by the Facility Agent within two days of any calculation under paragraph (a) above, ensure that within three Business Days sufficient Revolving Facility Outstandings or Additional Facility Outstandings (as applicable) are repaid (subject to Break Costs, if applicable, but otherwise without penalty or premium which might otherwise be payable), to prevent the Sterling Amount of the Revolving Facility Outstandings or Additional Facility Outstandings (as applicable) exceeding the aggregate amount of all of the Revolving Facility Commitments or Additional Facility Commitments (as applicable) adjusted to reflect any cancellations or reductions, following any adjustment under paragraph (a) above.
5.6
Immediately Payable
(a)
If a Documentary Credit or any amount outstanding under a Documentary Credit becomes immediately payable under this Agreement, the relevant Borrower that requested (or on behalf of which the Company requested) the issue of that Documentary Credit shall repay or prepay that Documentary Credit or that amount within three Business Days of demand.
(b)
Each L/C Bank shall promptly notify the Facility Agent of any demand received by it under and in accordance with any Documentary Credit (including details of the Documentary Credit under which such demand has been received and the amount demanded). The Facility Agent shall promptly notify the Company, the relevant Borrower for whose account the Documentary Credit was issued and each of the Lenders under the Revolving Facility or Additional Facility (as applicable).
5.7
Claims Under a Documentary Credit
(a)
Each Borrower irrevocably and unconditionally authorises each L/C Bank to pay any claim made or purported to be made under a Documentary Credit requested by it (or by the Company on its behalf) and which appears on its face to be in order (a “ claim ”).

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(b)
Each Borrower shall within three Business Days of demand pay to the Facility Agent for the account of the relevant L/C Bank an amount equal to the amount of any claim under that Documentary Credit.
(c)
On receipt of any demand or notification under Clause 5.6 ( Immediately Payable ), the relevant Borrower shall (unless the Company notifies the Facility Agent otherwise) be deemed to have delivered to the Facility Agent a duly completed Utilisation Request requesting a Revolving Facility Advance or Additional Facility Advance (as applicable):
(i)
in an amount and currency equal to the amount and currency of the relevant claim (if applicable, net of any available cash cover);
(ii)
for an Interest Period or Term of three months or such other period of up to six months as notified by the relevant Borrower to the relevant L/C Bank prior to the Utilisation Date applicable to such currency; and
(iii)
with a Utilisation Date on the date of receipt of the relevant demand or notification.
The proceeds of any such Revolving Facility Advance or Additional Facility Advance shall be used to pay the relevant claim.
(d)
Each Borrower acknowledges that each L/C Bank:
(i)
is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and
(ii)
deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person.
(e)
The obligations of each Borrower under this Clause 5.7 ( Claims Under a Documentary Credit ) will not be affected by:
(i)
the sufficiency, accuracy or genuineness of any claim or any other document; or
(ii)
any incapacity of, or limitation on the powers of, any person signing a claim or other document.
(f)
Without prejudice to any other matter contained in this Clause 5.7 ( Claims Under a Documentary Credit ), the relevant L/C Bank shall notify the relevant Borrowers as soon as reasonably practicable after receiving a claim.
5.8
Documentary Credit Indemnities

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(a)
The relevant Borrower shall within three Business Days of demand indemnify an L/C Bank against any cost, loss or liability incurred by such L/C Bank (otherwise than by reason of such L/C Bank’s gross negligence, wilful misconduct or wilful breach of the terms of this Agreement) in acting as an L/C Bank under any Documentary Credit requested by such Borrower.
(b)
Each L/C Lender shall (according to its L/C Proportion) promptly on demand indemnify an L/C Bank against any cost, loss or liability incurred by such L/C Bank (otherwise than by reason of such L/C Bank’s gross negligence, wilful misconduct or wilful breach of the terms of this Agreement) in acting as an L/C Bank under any Documentary Credit (except to the extent that such L/C Bank has been reimbursed by an Obligor pursuant to a Relevant Finance Document).
(c)
If any L/C Lender is not permitted (by its constitutional documents or any applicable Law) to comply with paragraph (b) above, then that L/C Lender will not be obliged to comply with paragraph (b) above and shall instead be deemed to have taken, on the date the relevant Documentary Credit is issued (or if later, on the date that L/C Lender’s participation in the Documentary Credit is transferred or assigned to that L/C Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Documentary Credit in an amount equal to its L/C Proportion of that Documentary Credit. On receipt of demand from the Facility Agent, that L/C Lender shall pay to the Facility Agent (for the account of the relevant L/C Bank) an amount equal to its L/C Proportion of the amount demanded under paragraph (b) above.
(d)
The Borrower which requested the Documentary Credit shall within three Business Days of demand reimburse any L/C Lender for any payment it makes to an L/C Bank under this Clause 5.8 ( Documentary Credit Indemnities ) in respect of that Documentary Credit unless such Lender or an Obligor has already reimbursed such L/C Bank in respect of that payment.
(e)
The obligations of each L/C Lender and Borrower under this Clause 5.8 ( Documentary Credit Indemnities ) are continuing obligations and will extend to the ultimate balance of sums payable by that L/C Lender in respect of any Documentary Credit, regardless of any intermediate payment or discharge in whole or in part.
(f)
The obligations of any L/C Lender or Borrower under this Clause 5.8 ( Documentary Credit Indemnities ) will not be affected by any act, omission, matter or thing which, but for this Clause 5.8 ( Documentary Credit Indemnities ) would reduce, release or prejudice any of its obligations under this Clause 5.8 ( Documentary Credit Indemnities ) (without limitation and whether or not known to it or any other person) including:

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(i)
any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Documentary Credit or any other person;
(ii)
the release of any Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
(iii)
the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Documentary Credit or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv)
any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Documentary Credit or any other person;
(v)
any amendment or restatement (however fundamental) or replacement of a Relevant Finance Document, any Documentary Credit or any other document or security;
(vi)
any unenforceability, illegality or invalidity of any obligation of any person under any Relevant Finance Document, any Documentary Credit or any other document or security; or
(vii)
any insolvency or similar proceedings.
5.9
Cash Collateral by Non-Acceptable L/C Lender
(a)
If, at any time, a Lender under the Revolving Facility is a Non-Acceptable L/C Lender, the relevant L/C Bank may, by notice to that Lender, request that Lender to pay and that Lender shall pay, on or prior to the date falling three Business Days after the request by such L/C Bank, an amount equal to that Lender’s L/C Proportion of the outstanding amount of a Documentary Credit issued by such L/C Bank and in the currency of that Documentary Credit to an interest-bearing account held in the name of that Lender with such L/C Bank.
(b)
The Non-Acceptable L/C Lender to whom a request has been made in accordance with paragraph (a) above shall enter into a security document or other form of collateral arrangement over the account, in form and substance satisfactory to the relevant L/C Bank, as collateral for any amounts due and payable under the Relevant Finance Documents by that Lender to the L/C Bank in respect of that Documentary Credit.

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(c)
Until no amount is or may be outstanding under that Documentary Credit, withdrawals from the account may only be made to pay to the relevant L/C Bank amounts due and payable to the relevant L/C Bank by the Non-Acceptable L/C Lender under the Relevant Finance Documents in respect of that Documentary Credit.
(d)
Each Lender under the Revolving Facility shall notify the Facility Agent and the Company:
(i)
on the date of this Agreement or on any later date on which it becomes such a Lender in accordance with Clause 2.2 ( Increase ) or Clause 36 ( Assignments and Transfers ) whether it is a Non-Acceptable L/C Lender; and
(ii)
as soon as practicable upon becoming aware of the same, that it has become a Non-Acceptable L/C Lender,
and an indication in a Transfer Deed, a Transfer Agreement or in an Increase Confirmation to that effect will constitute a notice under paragraph (d)(i) to the Facility Agent and, upon delivery in accordance with Clause 36.14 ( Copy of Transfer Deed, Transfer Agreement or Increase Confirmation to Company ), to the Company.
(e)
Any notice received by the Facility Agent pursuant to paragraph (d) above shall constitute notice to each L/C Bank of that Lender’s status and the Facility Agent shall, upon receiving each such notice, promptly notify each L/C Bank of that Lender’s status as specified in that notice.
(f)
If a Lender who has provided cash collateral in accordance with this Clause 5.9 ( Cash Collateral by Non-Acceptable L/C Lender ):
(i)
ceases to be a Non-Acceptable L/C Lender; and
(ii)
no amount is due and payable by that Lender in respect of a Documentary Credit,
that Lender may, at any time it is not a Non-Acceptable L/C Lender, by notice to the relevant L/C Bank request that an amount equal to the amount of the cash provided by it as collateral in respect of that Documentary Credit (together with any accrued interest) standing to the credit of the relevant account held with that L/C Bank be returned to it and that L/C Bank shall pay that amount to the Lender within three Business Days after the request from the Lender (and shall cooperate with the Lender in order to procure that the relevant security or collateral arrangement is released and discharged).

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5.10
Cash Cover by Borrower
(a)
If a Lender which is a Non-Acceptable L/C Lender fails to provide cash collateral (or notifies the relevant L/C Bank that it will not provide cash collateral) in accordance with Clause 5.9 ( Cash Collateral by Non-Acceptable L/C Lender ) and that L/C Bank notifies the Obligors’ Agent (with a copy to the Facility Agent) that it requires the relevant Borrower of the relevant Documentary Credit or proposed Documentary Credit to provide cash cover to an account with that L/C Bank in an amount equal to that Lender’s L/C Proportion of the outstanding amount of that Documentary Credit and in the currency of that Documentary Credit then that Borrower shall do so within five Business Days after the notice is given.
(b)
Notwithstanding Clause 1.3(s) ( Construction ), the relevant Borrower shall be entitled to withdraw amounts up to the level of that cash cover from the account if:
(i)
the relevant L/C Bank is satisfied that the relevant Lender is no longer a Non-Acceptable L/C Lender; or
(ii)
the relevant Lender’s obligations in respect of the relevant Documentary Credit are transferred to a New Lender in accordance with the terms of this Agreement; or
(iii)
an Increase Lender has agreed to undertake the obligations in respect of the relevant Lender’s L/C Proportion of the Documentary Credit.
(c)
To the extent that a Borrower has complied with its obligations to provide cash cover in accordance with this Clause 5.10 ( Cash Cover by Borrower ), the relevant Lender’s L/C Proportion in respect of that Documentary Credit will remain (but that Lender’s obligations in relation to that Documentary Credit may be satisfied in accordance Clause 1.3(s)(ii) ( Construction )). However, the relevant Borrower’s obligation to pay any Documentary Credit fee in relation to the relevant Documentary Credit to the Facility Agent (for the account of that Lender) in accordance with Clause 16 ( Commissions and Fees ) will be reduced proportionately as from the date on which it complies with that obligation to provide cash cover (and for so long as the relevant amount of cash cover continues to stand as collateral).
(d)
The relevant L/C Bank shall promptly notify the Facility Agent of the extent to which the relevant Borrower provides cash cover pursuant to this Clause 5.10 ( Cash Cover by Borrower ) and of any change in the amount of cash cover so provided.

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5.11
Rights of Contribution
No Obligor will be entitled to any right of contribution or indemnity from any Relevant Finance Party in respect of any payment it may make under this Clause 5 ( Documentary Credits ).
5.12
Appointment and Change of L/C Bank
(a)
The Company, with the prior written consent of the relevant Lender, may designate any Lender with a Revolving Facility Commitment or an Additional Facility Commitment in respect of an Additional Facility that permits Documentary Credits as an L/C Bank or as a replacement therefor, but not with respect to Documentary Credits already issued by any other L/C Bank.
(b)
Any Lender so designated shall become an L/C Bank under this Agreement by delivering to the Facility Agent an executed L/C Bank Accession Certificate.
(c)
An L/C Bank may resign as issuer of further Documentary Credits at any time if (i) the Company and the Instructing Group consent to such resignation or so require; (ii) there is, in the reasonable opinion of each L/C Bank, an actual or potential conflict of interest in it continuing to act as L/C Bank; or (iii) its Revolving Facility Commitment or Additional Facility Commitment (as applicable) is reduced to zero, provided that an L/C Bank shall not resign until a replacement L/C Bank is appointed.
6.
ANCILLARY FACILITIES
6.1
Utilisation of Ancillary Facilities
(a)
Each Borrower may, subject to paragraph (b) below, at any time at least 35 days prior to the Termination Date in respect of the Revolving Facility or an Additional Facility (as applicable) by delivery of a notice (a “ Conversion Notice ”) to the Facility Agent, request an Ancillary Facility to be established by the conversion of any Lender’s Available Revolving Facility Commitment (or any part of it) or Available Additional Facility Commitment (or any part of it) into an Ancillary Facility Commitment with effect from the date (in this Clause 6 ( Ancillary Facilities ), the “ Effective Date ”) specified in the Conversion Notice (being a date not less than three Business Days after the date such Conversion Notice is received by the Facility Agent).
(b)
Each Conversion Notice shall specify:
(i)
the proposed Borrower(s) (or any Affiliate of the Borrower(s) that is a member of the Bank Group) which may use the Ancillary Facility;

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(ii)
the nominated Ancillary Facility Lender;
(iii)
the type of Ancillary Facility and the currency or currencies in which the relevant Borrower wishes such Ancillary Facility to be available;
(iv)
the proposed Sterling Amount of the original Ancillary Facility Commitment, being an amount (A) equal to the Available Revolving Facility Commitment or Available Additional Facility Commitment of the nominated Ancillary Facility Lender or, if less, (B) equal to or more than £1,000,000;
(v)
the Effective Date and expiry date for the Ancillary Facility (such expiry date not to extend beyond the Final Maturity Date in respect of the Revolving Facility or an Additional Facility (as applicable));
(vi)
if the Ancillary Facility is an overdraft facility comprising more than one account, its maximum gross amount (that amount being the “ Designated Gross Amount ” and its maximum net amount (that amount being the “ Designated Net Amount ”)); and
(vii)
such other details as to the nature, amount, fees for and operation of the proposed Ancillary Facility as the Facility Agent and the nominated Ancillary Facility Lender may reasonably require.
(c)
The Facility Agent shall promptly notify the Company, the nominated Ancillary Facility Lender and the Lenders of each Conversion Notice received pursuant to paragraph (a) above.
(d)
Any Lender nominated as an Ancillary Facility Lender which has notified the Facility Agent of its consent to such nomination shall be authorised to make the proposed Ancillary Facility available in accordance with the Conversion Notice (as approved by the Facility Agent) with effect on and from the Effective Date. No other Lender shall be obliged to consent to the nomination of the Ancillary Facility Lender.
(e)
Any material variation from the terms of the Ancillary Facility or any proposed increase or reduction or extension of the Ancillary Facility Commitment shall be effected on and subject to the provisions of this Clause 6 ( Ancillary Facilities ) mutatis mutandis as if such Ancillary Facility were newly requested (including, for the avoidance of doubt, that such newly requested Ancillary Facility shall only take effect from a date not less than three Business Days after the date the Facility Agent has received notice of the modification or variation or extension), provided that the Sterling Amount of the Ancillary Facility Outstandings under each Ancillary Facility provided by an Ancillary Facility Lender shall at no time

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exceed the Available Revolving Facility Commitment or Available Additional Facility Commitment (as applicable) of that Ancillary Facility Lender.
(f)
Each relevant Borrower may (subject to compliance with the applicable terms of the relevant Ancillary Facility) at any time by giving written notice to the Facility Agent and the relevant Ancillary Facility Lender cancel any Ancillary Facility Commitment pursuant to and in accordance with Clause 10.1 ( Voluntary Cancellation ), provided that on the date of such cancellation, that part of such Ancillary Facility Commitment as shall have been so cancelled shall be converted back into the Revolving Facility Commitment or Additional Facility Commitment (as applicable) of the relevant Lender unless the Revolving Facility Commitments or Additional Facility Commitments (as applicable) are also cancelled on such date.
(g)
The Ancillary Facility Commitment of any Ancillary Facility Lender shall terminate and be cancelled on the date agreed therefor between the relevant Ancillary Facility Lender and the relevant Borrower, provided such date shall be no later than the Termination Date in respect of the Revolving Facility or Additional Facility (as applicable) (the “ Ancillary Facility Termination Date ”). Any Ancillary Facility Outstandings on the applicable Ancillary Facility Termination Date shall be repaid in full by the relevant Borrower on such date.
(h)
The Revolving Facility Commitment or Additional Facility Commitment (as applicable) of each Lender at any time shall be reduced by the amount of any Ancillary Facility Commitment of such Lender at such time but such reduced Commitment shall, subject to any other provisions of this Agreement, automatically be increased by the amount of any portion of its Ancillary Facility Commitment which ceases to be made available to the relevant Borrowers for any reason (other than as a result of Utilisation of it) in accordance with the terms of such Ancillary Facility or is cancelled pursuant to paragraphs (f) or (g) above.
6.2
Operation of Ancillary Facilities
(a)
Subject to paragraph (b) below, the terms governing the operation of any Ancillary Facility (including the rate of interest (including default interest), fees, commission and other remuneration in respect of such Ancillary Facility) shall be those determined by agreement between the Ancillary Facility Lender and the relevant Borrower, provided that such terms shall be based upon the normal commercial terms and market rates of the relevant Ancillary Facility Lender.
(b)
In the case of any inconsistency or conflict between the terms of any Ancillary Facility, the applicable Ancillary Facility Documents and this Agreement, the terms and provisions of the applicable Ancillary Facility Document shall prevail unless the contrary intention is expressly provided for in this Agreement.

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(c)
Each relevant Borrower and Ancillary Facility Lender will promptly upon request by the Facility Agent, supply the Facility Agent with such information relating to the operation of each Ancillary Facility (including without limitation details of the Ancillary Facility Outstandings and the Sterling Amount thereof) as the Facility Agent may from time to time reasonably request (and each relevant Borrower consents to such documents and information being provided to the Facility Agent and the other Lenders).
6.3
Ancillary Facility Default
(a)
If a default occurs under any Ancillary Facility, no Ancillary Facility Lender may demand repayment of any monies or demand cash cover for any Ancillary Facility Outstandings, or take any analogous action in respect of any Ancillary Facility, until the Acceleration Date.
(b)
If an Acceleration Date occurs, the claims of each Lender with a Revolving Facility Commitment or Additional Facility Commitment (as applicable) and each Ancillary Facility Lender in respect of amounts outstanding to them under the Revolving Facility or Additional Facility (as applicable) and the related Ancillary Facilities respectively shall be adjusted in accordance with this Clause 6.3 ( Ancillary Facility Default ) by making all necessary transfers of such portions of such claims such that following such transfers the Revolving Facility Outstandings or Additional Facility Outstandings (as applicable) and the related Ancillary Facility Outstandings (together with the rights to receive interest, fees and charges in relation thereto) of (i) each Lender with a Revolving Facility Commitment or Additional Facility Commitment (as applicable) and (ii) each Ancillary Facility Lender, in each case as at the Acceleration Date shall be an amount corresponding pro rata to the proportion that the sum of such Lender’s Revolving Facility Commitment or Additional Facility Commitment (as applicable) and/or (as the case may be) related Ancillary Facility Commitment bears to the sum of all of the Revolving Facility Commitments or Additional Facility Commitments (as applicable) and the related Ancillary Facility Commitments, each as at the Acceleration Date.
(c)
No later than the third Business Day following the Acceleration Date each of the Ancillary Facility Lenders shall notify the Facility Agent in writing of the Sterling Amount of its Ancillary Facility Outstandings as at the close of business on the Acceleration Date, such amount to take account of any clearing of debits which were entered into the clearing system of such Ancillary Facility Lenders prior to the Acceleration Date and any amounts credited to the relevant accounts prior to close of business on the Acceleration Date.

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(d)
On receipt of the information referred to in paragraph (c) above, the Facility Agent will promptly determine what adjustment payments (if any) are necessary as between the Lenders participating in the Revolving Facility or Additional Facility (as applicable) and each related Ancillary Facility Lender in order to ensure that, following such adjustment payments, the requirements of paragraph (b) above are complied with.
(e)
The Facility Agent will notify all the Lenders as soon as practicable of its determinations pursuant to paragraph (d) above, giving details of the adjustment payments required to be made. Such adjustment payments shall be payable by the relevant Lenders and shall be made to the Facility Agent within 5 Business Days following receipt of such notification from the Facility Agent. The Facility Agent shall distribute the adjustment payments received, among the Ancillary Facility Lenders and the Lenders participating in the Revolving Facility or Additional Facility (as applicable) in order to satisfy the requirements of paragraph (b) above.
(f)
If at any time following the Acceleration Date, the amount of Revolving Facility Outstandings or Additional Facility Outstandings (as applicable) of any Lender or related Ancillary Facility Outstandings of any Ancillary Facility Lender used in the Facility Agent’s calculation of the adjustments required under paragraph (d) above should vary for any reason (other than as a result of currency exchange fluctuation or other reason which affects all relevant Lenders equally), further adjustment payments shall be made on the same basis ( mutatis mutandis ) provided for in this Clause 6.3 ( Ancillary Facility Default ).
(g)
In respect of any amount paid by any Lender (a “ Paying Lender ”) pursuant to either of paragraphs (e) or (f) above, as between a relevant Borrower and the Paying Lender, the amount so paid shall be immediately due and payable by such relevant Borrower to the Paying Lender and the payment obligations of such relevant Borrower to the Lender(s) which received such payment shall be treated as correspondingly reduced by the amount of such payment.
(h)
Each Lender shall promptly supply to the Facility Agent such information as the Facility Agent may from time to time request for the purpose of giving effect to this Clause 6.3 ( Ancillary Facility Default ).
(i)
If an Ancillary Facility Lender has the benefit of any Security Interest securing any of its Ancillary Facilities, the realisations from such security when enforced will be treated as an amount recovered by such Ancillary Facility Lender in its capacity as a Lender which is subject to the sharing arrangements in Clause 34 ( Sharing among the Relevant Finance Parties ) to the intent that such realisation should benefit all Lenders pro rata .

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6.4
Repayment of Ancillary Facilities
(a)
No Ancillary Facility Lender may demand repayment or prepayment of any amounts under its Ancillary Facility unless:
(i)
the Revolving Facility Commitments or Additional Facility Commitment (as applicable) have been cancelled in full, or the Facility Agent has declared all Outstandings under the Revolving Facility or Additional Facility (as applicable) immediately due and payable; or
(ii)
the Ancillary Facility Outstandings under that Ancillary Facility can be repaid by a Revolving Facility Advance or Additional Facility Advance (as applicable) (and not less than 7 Business Days notice (or such shorter period as agreed to by the Company) is given to the relevant Borrower before payment becomes due).
(b)
For the purposes of repaying Ancillary Facility Outstandings (so long as paragraph (a)(i) above does not apply) a Revolving Facility Advance or Additional Facility Advance (as applicable) may be borrowed irrespective of whether a Default is outstanding or any other applicable condition precedent not satisfied.
(c)
The share of the Ancillary Facility Lender in a Revolving Facility Advance or Additional Facility Advance (as applicable) being used to refinance that Ancillary Facility Lender’s Ancillary Facility will be that amount which will result (so far as possible) in:
(i)
the proportion which its share of all Outstandings under the Revolving Facility or Additional Facility (as applicable) bears to the aggregate amount of the Outstandings under the Revolving Facility or Additional Facility (as applicable),
being equal to:
(ii)
the proportion which its Available Commitment with respect to the Revolving Facility or Additional Facility (as applicable) bears to the aggregate of the Available Commitments with respect to the Revolving Facility or Additional Facility (as applicable),
in each case, assuming the repayment of the relevant Ancillary Facility has taken place. The share of the other Lenders in any such Revolving Facility Advance or Additional Facility Advance (as applicable) will be adjusted accordingly.
6.5
Continuation of Ancillary Facilities

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(a)
A Borrower and an Ancillary Facility Lender may, as between themselves only, agree to continue to provide the same banking facilities following the Termination Date applicable to the Revolving Facility or Additional Facility (as applicable) or, as the case may be, the Revolving Facility Commitments or Additional Facility Commitments (as applicable) are cancelled under this Agreement.
(b)
If any arrangement contemplated in paragraph (a) above is to occur, the relevant Borrower and the Ancillary Facility Lender shall each confirm that to be the case in writing to the Facility Agent. Upon such Termination Date or, as the case may be, date of cancellation, any such facility shall continue as between the said entities on a bilateral basis and not as part of, or under, the Relevant Finance Documents. Save for any rights and obligations against any Relevant Finance Party under the Relevant Finance Documents prior to such Termination Date or, as the case may be, date of cancellation, no such rights or obligations in respect of such Ancillary Facility shall, as between the Relevant Finance Parties, continue and the Security shall not support any such facility in respect of any matters that arise after such Termination Date or, as the case may be, date of cancellation.
6.6
Affiliates of Lenders as Ancillary Facility Lenders
(a)
Subject to the terms of this Agreement, an Affiliate of a Lender may become an Ancillary Facility Lender. In such case, the Lender and its Affiliate shall be treated as a single Lender whose (i) Revolving Facility Commitment is the amount set out opposite the relevant Lender’s name in Part 1 of Schedule 1 ( Lenders and Commitments ) and/or the amount of any Revolving Facility Commitment transferred to or assumed by that Lender under this Agreement, to the extent (in each case) not cancelled, reduced or transferred by it under this Agreement or (ii) Additional Facility Commitment is the amount set out opposite the relevant Lender’s name in the relevant Additional Facility Accession Deed and/or the amount of any relevant Additional Facility Commitment transferred to or assumed by that Lender under this Agreement, to the extent (in each case) not cancelled, reduced or transferred by it under this Agreement (as applicable). For the purposes of calculating the Lender’s Available Commitment with respect to the Revolving Facility or Additional Facility (as applicable), the Lender’s Commitment shall be reduced to the extent of the aggregate of the Ancillary Facility Commitments of its Affiliates.
(b)
The Company shall specify any relevant Affiliate of a Lender in any Conversion Notice delivered by the Company to the Facility Agent pursuant to Clause 6.1 ( Utilisation of Ancillary Facilities ).

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(c)
An Affiliate of a Lender which becomes an Ancillary Facility Lender shall accede to this Agreement as an Ancillary Facility Lender, and the Group Intercreditor Agreement and the HYD Intercreditor Agreement as a Senior Lender.
(d)
If a Lender assigns all of its rights and benefits or transfers all of its rights and obligations to a New Lender (in accordance with Clause 36 ( Assignments and Transfers ), its Affiliate shall cease to have any obligations under this Agreement or any Ancillary Facility Document.
(e)
Where this Agreement or any other Relevant Finance Document imposes an obligation on an Ancillary Facility Lender and the relevant Ancillary Facility Lender is an Affiliate of a Lender which is not a party to that document, the relevant Lender shall ensure that the obligation is performed by its Affiliate.
6.7
Affiliates of Borrowers
(a)
Subject to the terms of this Agreement, an Affiliate of a Borrower that is a member of the Bank Group may with the approval of the relevant Ancillary Facility Lender become a Borrower with respect to an Ancillary Facility.
(b)
The Company shall specify any relevant Affiliate of the Borrower in any Conversion Notice delivered by the Company to the Facility Agent pursuant to Clause 6.1 ( Utilisation of Ancillary Facilities ).
(c)
If any Borrower ceases to be a Borrower under this Agreement in accordance with Clause 36.2 ( Resignation of a Borrower ), its Affiliate shall cease to have any rights under this Agreement or any Ancillary Facility Document.
(d)
Where this Agreement or any other Relevant Finance Document imposes an obligation on a Borrower under an Ancillary Facility and the relevant Borrower is an Affiliate of a Borrower which is not a party to that document, the relevant Borrower shall ensure that the obligation is performed by its Affiliate.
(e)
Any reference in this Agreement or any other Relevant Finance Document to a Borrower being under no obligations (whether actual or contingent) as a Borrower under such Relevant Finance Document shall be construed to include a reference to any Affiliate of a Borrower being under no obligations under any Relevant Finance Document or Ancillary Facility Document.
7.
OPTIONAL CURRENCIES
7.1
Selection of Currency
Each Borrower under the Revolving Facility or an Additional Facility shall select the currency of a Revolving Facility Advance or an Additional Facility Advance made to it

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(which shall be Sterling, Dollars, euro or an Optional Currency) in the Utilisation Request relating to the relevant Revolving Facility Advance or Additional Facility Advance.
7.2
Unavailability of Optional Currency
(a)
If before the Specified Time on the Quotation Date for the relevant Revolving Facility Advance or an Additional Facility Advance:
(i)
a Lender notifies the Facility Agent that the relevant Optional Currency is not readily available to it in the amount required; or
(ii)
a Lender notifies the Facility Agent that compliance with its obligation to participate in the Revolving Facility Advance or Additional Facility Advance in the proposed Optional Currency would contravene a Law or regulation applicable to it,
the Facility Agent will give notice to the relevant Borrower to that effect by the Specified Time. In this event, any Lender that gives notice pursuant to this Clause 7.2 ( Unavailability of Optimal Currency ) will be required to participate in the relevant Revolving Facility Advance in Sterling (in an amount equal to that Lender’s Proportion of the Sterling Amount of the relevant Revolving Facility Advance or, in respect of a Rollover Advance, an amount equal to that Lender’s Proportion of the Sterling Amount of any amount that the Lenders are actually required to advance in accordance with Clause 8.2 ( Rollover Advances )), and its participation will be treated as a separate Advance denominated in Sterling during that Term.
(b)
Any part of a Revolving Facility Advance or Additional Facility Advance treated as a separate Advance under this Clause 7 ( Optional Currencies ) will not be taken into account for the purposes of any limit on the number of Advances or currencies outstanding at any one time.
8.
REPAYMENT OF REVOLVING FACILITY OUTSTANDINGS
8.1
Repayment of Revolving Facility Advances
The Borrower shall (subject to Clause 8.2 ( Rollover Advances )) repay the full amount of each Revolving Facility Advance and each Additional Facility Advance in relation to a revolving facility drawn by it on its Repayment Date.
8.2
Rollover Advances
Without prejudice to each Borrower’s obligation to repay the full amount of each Revolving Facility Advance and each Additional Facility Advance in relation to a revolving facility made to it on the applicable Repayment Date, where, on the same day

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on which such Borrower is due to repay a Revolving Facility Advance or an applicable Additional Facility Advance (a “ Maturing Advance ”) such Borrower has also requested that one or more Revolving Facility Advances or applicable Additional Facility Advances in the same currency as and in an amount which is equal to or less than the Maturing Advance be made to it (a “ Rollover Advance ”), subject to the Lenders being obliged to make such Rollover Advance under Clause 4.1 ( Conditions to Utilisation ), the aggregate amount of the Rollover Advance shall be treated as if applied in or towards repayment of the Maturing Advance so that:
(a)
if the amount of the Maturing Advance exceeds the aggregate amount of the Rollover Advance:
(i)
the relevant Borrower will only be required to pay an amount in cash in the relevant currency equal to that excess; and
(ii)
each Lender’s participation (if any) in the Rollover Advance shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation (if any) in the Maturing Advance and that Lender will not be required to make its participation in the Rollover Advance available in cash; and
(b)
if the amount of the Maturing Advance is equal to or less than the aggregate amount of the Rollover Advance:
(i)
the relevant Borrower will not be required to make any payment in cash; and
(ii)
each Lender will be required to make its participation in the Rollover Advance available in cash only to the extent that its participation (if any) in the Rollover Advance exceeds that Lender’s participation (if any) in the Maturing Advance and the remainder of that Lender’s participation in the Rollover Advance shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the Maturing Advance.
8.3
Cash Collateralisation of Documentary Credits
(a)
If not previously repaid in accordance with paragraph (b) below, each Borrower must repay each Documentary Credit issued on its behalf in full on the date stated in that Documentary Credit to be its Expiry Date.
(b)
A Borrower may give the Facility Agent not less than five Business Days prior written notice of its intention to repay all or any portion of a Documentary Credit requested by it prior to its stated Expiry Date and, having given such notice, shall

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procure that the relevant Outstanding L/C Amount in respect of such Documentary Credit is reduced in accordance with such notice by providing cash cover therefor in accordance with Clause 1.3(s) ( Construction ) (in each case) or by reducing the Outstanding L/C Amount of such Documentary Credit or by cancelling such Documentary Credit and returning the original to the relevant L/C Bank or the Facility Agent on behalf of the Lenders.
8.4
Final Repayment
The Company shall procure that all amounts outstanding under the Revolving Facility shall be repaid in full on its Final Maturity Date.
9.
REPAYMENT OF TERM FACILITY OUTSTANDINGS
9.1
Repayment of Additional Facility Outstandings
The Borrowers under each Additional Facility shall repay (or procure the repayment of) the aggregate outstanding principal amount of the Additional Facility Advances under that Additional Facility on the Final Maturity Date applicable to such Additional Facility.
10.
CANCELLATION
10.1
Voluntary Cancellation
The Company may, by giving to the Facility Agent not less than three Business Days prior written notice to that effect (unless the Instructing Group under the relevant Facility has given its prior consent to a shorter period) cancel any Available Facility in whole or any part (but if in part, in an amount that reduces the Sterling Amount of such Facility by a minimum amount of £5,000,000 and an integral multiple of £1,000,000) and any such cancellation shall (subject to the provisions of Clause 6.1(f) ( Utilisation of Ancillary Facilities )), reduce the relevant Available Commitments of the Lenders rateably.
10.2
Notice of Cancellation
Any notice of cancellation given by the Company pursuant to Clause 10.1 ( Voluntary Cancellation ) shall specify the date upon which such cancellation is to be made and the amount of such cancellation.
10.3
Cancellation of Available Commitments
(a)
On each Termination Date any Available Commitments in respect of the Facility to which such Termination Date relates shall automatically be cancelled and the Commitment of each Lender in relation to such Facility shall automatically be reduced to zero.

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(b)
No Available Commitments which have been cancelled under this Agreement may thereafter be reinstated.
10.4
Right of Repayment and Cancellation in Relation to a Single Lender
(a)
If:
(i)
any sum payable to any Lender, Ancillary Facility Lender or L/C Bank by an Obligor is required to be increased under Clause 17.1 ( Tax Gross-up );
(ii)
any Lender, Ancillary Facility Lender or L/C Bank claims indemnification from the Company or a Borrower under Clause 17.3 ( Tax Indemnity ) or Clause 18 ( Increased Costs ); or
(iii)
any Lender, Ancillary Facility Lender or L/C Bank invokes Clause 15.3 ( Market disruption ),
then, subject to paragraph (c) below:
(A)
if the circumstance relates to a Lender, the Company may:
(1)
arrange for the transfer or assignment in accordance with this Agreement of the whole (but at par only) of that Lender’s Commitment and participation in the Utilisations to a new or existing Lender willing to accept that transfer or assignment; or
(2)
give the Facility Agent notice of cancellation of that Lender’s Commitment and the Company’s intention to procure the repayment of that Lender’s participation in the Utilisation, whereupon the Commitment of that Lender shall immediately be reduced to zero;
(B)
if the circumstance relates to an Ancillary Facility Lender, the Company may give the Facility Agent notice of cancellation of that Ancillary Facility Lender’s Ancillary Facility Commitment and the Company’s intention to procure the repayment of the utilisations of any Ancillary Facility granted by that Ancillary Facility Lender, whereupon the Ancillary Facility Commitment of that Ancillary Facility Lender shall immediately be reduced to zero; and
(C)
if the circumstance relates to an L/C Bank, the Company may give the Facility Agent notice of repayment of any outstanding

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Documentary Credit issued by such L/C Bank and cancellation of the appointment of such L/C Bank as an L/C Bank under this Agreement in relation to any Documentary Credit to be issued in the future or the provision of full cash cover in respect of such L/C Bank’s maximum contingent liability under each outstanding Documentary Credit.
(b)
On the last day of each Interest Period or Term which ends after the Company has given notice under paragraph (a)(iii)(A)(2), (a)(iii)(B) or (a)(iii)(C) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Utilisation or utilisation of an Ancillary Facility is outstanding shall repay that Lender’s participation in that Utilisation or the utilisation of the Ancillary Facility granted by that Ancillary Facility Lender (together with all interest and other amounts accrued under the Relevant Finance Documents) or, as the case may be, provide full cash cover in respect of any Documentary Credit issued by that L/C Bank or any contingent liability under an Ancillary Facility.
(c)
The Company may only exercise its rights under paragraph (a) above if:
(i)
in the case of paragraphs (a)(i) and (a)(ii) above, the circumstance giving rise to the requirement or indemnification continues or, in the case of (a)(iii) no more than 90 days have elapsed since the relevant invoking of Clause 15.3 ( Market disruption ); and
(ii)
it gives the Facility Agent and the relevant Lender not less than five Business Days prior notice.
(c)
The replacement of a Lender pursuant to paragraph (a)(iii)(A)(1) above shall be subject to the following conditions:
(i)
no Relevant Finance Party shall have any obligation to find a replacement Lender;
(ii)
any replaced Lender shall not be required to refund, or to pay or surrender to any other Lender, any of the fees or other amounts received by that replaced Lender under any Relevant Finance Document; and
(iii)
any replacement of a Lender which is the Facility Agent shall not affect its role as the Facility Agent.
10.5
Right of Cancellation in Relation to a Defaulting Lender
Without prejudice to the Company’s rights under Clause 2.2 ( Increase ):

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(a)
If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Facility Agent three Business Days notice of cancellation of each Available Commitment of that Lender.
(b)
On the notice referred to in paragraph (a) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately be reduced to zero.
(c)
The Facility Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Lenders.
11.
VOLUNTARY PREPAYMENT
11.1
Voluntary Prepayment
(a)
Any Additional Facility Borrower may, by giving to the Facility Agent not less than three Business Days prior written notice to that effect (or such shorter period which is agreed between the Company and the Facility Agent), repay any Additional Facility Advance by such minimum amount as is agreed by the Company and the relevant Additional Facility Lender.
(b)
Any Borrower may, by giving to the Facility Agent not less than three Business Days prior written notice to that effect or such shorter period which is agreed between the Company and the Facility Agent repay a Revolving Facility Advance drawn by it in whole or in part (but if in part, in an amount that reduces the Sterling Amount of the Revolving Facility Advance by a minimum amount of £1,000,000 and an integral multiple of £500,000 together with accrued interest on the amount repaid without premium or penalty but subject to the payment of any Break Costs (if applicable).
11.2
Application of Repayments
Any voluntary prepayment made under Clause 11.1 ( Voluntary Prepayment ) shall be applied in repayment of any of the Term Facility Outstandings, any Revolving Facility Outstandings or any outstandings in relation to any Additional Facility that is a revolving facility, in whole or in part, as selected by the Company at its discretion.
11.3
Release from Obligation to Make Advances
A Lender for whose account a repayment is to be made under Clause 10.4 ( Right of Repayment and Cancellation in Relation to a Single Lender ) shall not be obliged to participate in the making of Advances (including Revolving Facility Advances) or in the issue or counter-guarantee in respect of Documentary Credits or in the provision of Ancillary Facilities on or after the date upon which the Facility Agent receives the

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relevant notice of intention to repay such Lender’s share of the Outstandings, on which date all of such Lender’s Available Commitments shall be cancelled and all of its Commitments shall be reduced to zero.
11.4
Notice of Prepayment or Cancellation
Any notice of prepayment given by a Borrower pursuant to Clause 11.1 ( Voluntary Prepayment ) or Clause 10.4 ( Right of Repayment and Cancellation in Relation to a Single Lender ) and a notice of cancellation under Clause 10.2 ( Notice of Cancellation ) shall be irrevocable, shall specify the date upon which such prepayment is to be made and the amount of such prepayment and shall oblige that Borrower to make such prepayment on such date, provided that a notice of prepayment or cancellation may be conditional and not irrevocable provided that the Company or a Borrower shall within 10 Business Days’ notice from the Facility Agent indemnify any Lender in respect, and in the amount, of such Lender’s Break Costs as specified in such notice should cancellation or prepayment not occur on the date specified in the notice of cancellation or prepayment.
11.5
Restrictions on Repayment
No Borrower may repay all or any part of any Advance (including, at any time, a Revolving Facility Advance) except at the times and in the manner expressly provided for in this Agreement.
11.6
Cancellation upon Repayment
No amount repaid under this Agreement may subsequently be reborrowed other than any amount of a Revolving Facility Advance or Additional Facility Advance in relation to a revolving facility repaid in accordance with Clauses 8.1 ( Repayment of Revolving Facility Advances ) or 11.1 ( Voluntary Prepayment ) or any Documentary Credit repaid in accordance with this Agreement on or prior to the Final Maturity Date in respect of the Revolving Facility or an Additional Facility (as applicable) and upon any repayment (other than in respect of a Revolving Facility Advance) the availability of the relevant Facility shall be reduced by an amount corresponding to the amount of such repayment and the Available Commitment of each Lender in relation to that Facility shall be cancelled in an amount equal to such Lender’s Proportion of the amount repaid. For the avoidance of doubt, unless expressly agreed to the contrary in the relevant Ancillary Facility Documents, this Clause 11.6 ( Cancellation upon Repayment ) shall not apply to any Ancillary Facility.
12.
MANDATORY PREPAYMENT AND CANCELLATION
12.1
Change of Control “ Change of Control ” means:

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(i)
the Controlling Company (A) ceases to be the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company or, after a Permitted Affiliate Group Designation Date, a Permitted Affiliate Parent; and (B) ceases, by virtue of any powers conferred by the articles of association or other documents regulating the Company or, after a Permitted Affiliate Group Designation Date, a Permitted Affiliate Parent, as applicable, to, directly or indirectly, direct or cause the direction of management and policies of the Company or, after a Permitted Affiliate Group Designation Date, a Permitted Affiliate Parent, as applicable;
(ii)
the sale, lease, transfer, conveyance or other disposition (other than by way of a merger or consolidation) in one or a series of related transactions, of all or substantially all of the assets of the Company, a Permitted Affiliate Parent (after any Permitted Affiliate Group Designation Date) and the Restricted Subsidiaries (taken as a whole) to any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than a Permitted Holder (other than as a result of the transfer of receivables to any Asset Securitisation Subsidiary in connection with any asset securitisation programme or programmes and/or one or more receivables factoring transactions);
(iii)
at any time after a Permitted Affiliate Group Designation Date, any Permitted Affiliate Holdco ceases to be the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) directly or indirectly of 100 per cent. of the total voting power of the Voting Stock of any Permitted Affiliate Parent; or
provided that a Change of Control shall not be deemed to have occurred pursuant to paragraph (i) of this definition upon the consummation of the Post-Closing Reorganisation or a Spin-Off.
(b)
Notwithstanding the foregoing, upon consummation of the Post-Closing Reorganisation or a Spin-Off, “the Controlling Company” in paragraph (i) above will be replaced with New Intermediate Holdco, in respect of the Post-Closing Reorganisation, and the Spin Parent, in respect of a Spin-Off. For the purpose of this Clause 12 ( Mandatory Prepayment and Cancellation ) only:
(i)
“ Capital Stock ” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of interests in (howsoever designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

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(ii)
“ Controlling Company ” means:
(A)
at any prior to a Permitted Affiliate Group Designation Date, Virgin Media Communications and its successors;
(B)
at any time on or after a Permitted Affiliate Group Designation Date, the Common Holding Company and its successors;
(iii)
“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended.
(iv)
“ New Intermediate Holdco ” means the direct Subsidiary of the Ultimate Parent following the Post Closing Reorganisation.
(v)
“ Permitted Holder ” means, collectively:
(A)
the Ultimate Parent;
(B)
in the event of a Spin-Off, the Spin Parent and any Subsidiary of the Spin Parent; and
(C)
each Affiliate or Related Person of a Permitted Holder described in (A) above, and any successor to such Permitted Holder, Affiliate or Related Person;
(D)
any Person who is acting as an underwriter in connection with any public or private offering of Capital Stock of the Company or, after a Permitted Affiliate Group Designation Date, a Permitted Affiliate Parent, acting in such capacity; and
(E)
any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) whose acquisition of “beneficial ownership” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of Voting Stock or all or substantially all of the assets of the Company or, after a Permitted Affiliate Group Designation Date, a Permitted Affiliate Parent and its Restricted Subsidiaries (taken as a whole) would constitute a Change of Control in respect of which the Company or, after a Permitted Affiliate Group Designation Date, a Permitted Affiliate Parent, as applicable has provided a notice to the Facility Agent under Clause 12.1(c)(i) ( Change of Control ) and the Facility Agent has not, within 60 Business Days of receipt of such notice, provided a notice to the Company or, after a Permitted Affiliate Group Designation Date, a Permitted Affiliate Parent, as applicable, under Clause 12.1(c)(ii) ( Change of Control )

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cancelling the Facilities and/or declaring all outstanding Advances to be immediately due and payable.
(vi)
“ Person ” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organisation, limited liability company, government or any agency of political subdivision hereof or any other entity.
(vii)
“ Post Closing Reorganisation ” means (A) a distribution or other transfer of Virgin Media Communications and its Subsidiaries or a Holding Company of Virgin Media Communications and its Subsidiaries to the Ultimate Parent or another direct Subsidiary of the Ultimate Parent through one or more mergers, transfers, consolidations or other similar transactions such that Virgin Media Communications or such Holding Company will become the direct Subsidiary of the Ultimate Parent or such other direct Subsidiary of the Ultimate Parent; (B) the insertion of a new entity as a direct Subsidiary of Virgin Media Communications, which new entity will become a Holding Company of the Virgin Media Finance plc; and/or (C) the issuance by Virgin Media Communications or the Virgin Media Finance plc of Capital Stock to the Ultimate Parent or another direct Subsidiary of the Ultimate Parent and, as consideration therefor, the assignment by the Ultimate Parent or a direct Subsidiary of the Ultimate Parent of a loan receivable to Virgin Media Communications or Virgin Media Finance plc, as the case may be.
(viii)
“ Preferred Stock ”, as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation.
(ix)
“ Related Person ” with respect to any Permitted Holder, means:
(A)
any controlling equity holder or majority (or more) owned Subsidiary of such Permitted Holder; or
(B)
in the case of an individual, any spouse, family member or relative of such individual, any trust or partnership for the benefit of one or more of such individual and any such spouse, family member or relative, or the estate, executor, administrator, committee or beneficiaries of any thereof; or

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(C)
any trust, corporation, partnership or other person for which one or more of the Permitted Holders and other Related Persons of any thereof constitute the beneficiaries, stockholders, partners or owners thereof, or Persons beneficially holding in the aggregate a majority (or more) controlling interest therein.
(x)
“ Spin-Off ” means a transaction by which all outstanding ordinary shares of Virgin Media Communications or any of its Holding Companies directly or indirectly owned by the Ultimate Parent and, after any Permitted Affiliate Group Designation Date, a Holding Company of the Company and the Permitted Affiliate Parent are distributed to all of the Ultimate Parent’s shareholders in proportion to such shareholders’ holdings in the Ultimate Parent at the time of such transaction either directly or indirectly through the distribution of shares in a company holding Virgin Media Communications’ shares or such Holding Company’s shares.
(xi)
“ Spin Parent ” means the company the shares of which are distributed to the shareholders of the Ultimate Parent pursuant to the Spin-Off.
(xii)
“ Virgin Media Communications ” means Virgin Media Communications Limited (a company registered in England and Wales with registered number 03521915), together with its successors (by merger, consolidation, transfer, conversion of legal form or otherwise).
(xiii)
“ Voting Stock ” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of directors.
(c)
Upon becoming aware of a Change of Control:
(i)
the Company or, after a Permitted Affiliate Group Designation Date, a Permitted Affiliate Parent, as applicable, shall promptly notify the Facility Agent; and
(ii)
if the Instructing Group so require, the Facility Agent shall, by not less than 30 Business Days’ notice to the Company, cancel each Facility and declare all outstanding Advances, together with accrued interest and all other relevant amounts accrued under the Relevant Finance Documents immediately due and payable, whereupon each Facility will be cancelled and all such outstanding amounts will become immediately due and payable.
12.2
Mandatory prepayment from disposal proceeds

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(a)
Other than as provided in paragraphs (b) and (c) below, on a Permitted Disposal (other than (i) an amount equal to the greater of the first £200,000,000 of Net Proceeds and two per cent. of Total Assets of each Content Transaction or (ii) a disposal in accordance with Clause 23.11(b)(i) to (xxxiv) ( Disposals )), the Company shall procure that an amount of the Facilities is prepaid which is the lesser of:
(i)
the amount of the Net Proceeds of such a disposal; and
(ii)
an amount so as to ensure that the financial ratio set out in Clause 22.2 ( Financial Ratio ) for the most recent Ratio Period ending prior to the receipt of such Net Proceeds would not be breached if such financial ratio was tested for that most recent Ratio Period taking into account (on a pro-forma basis) the amount of such prepayment (but ignoring such Net Proceeds),
provided that there shall be no requirement to make a prepayment if the financial ratio set out in Clause 22.2 ( Financial Ratio ) was not required to be tested for the most recent Ratio Period ending prior to the receipt of such Net Proceeds.
Any such amount shall be applied against the Facilities in accordance with Clause 12.3 ( Application of mandatory prepayments and cancellations ).
(b)
No prepayment in accordance with paragraph (a) above is required:
(i)
where the amount of any such prepayment would be less than the greater of £200,000,000 and two per cent. of Total Assets; or
(ii)
in connection with any Permitted Disposal where an amount equal to the amount of such prepayment is reinvested in assets in the Business (for the avoidance of doubt, including Permitted Acquisitions, Capital Expenditure, Operational Expenditure and Permitted Joint Ventures). Any amount that has not been:
(A)
contracted to be so reinvested within 12 months of the relevant Permitted Disposal; and
(B)
so reinvested within 18 months of the relevant Permitted Disposal (“ Reinvestment End Date ”),
shall be applied in prepayment of the Facilities in accordance with Clause 12.3 ( Application of mandatory prepayments and cancellations ) provided that on the Reinvestment End Date, the Company shall procure that an amount of the Facilities is prepaid which is the lesser of:

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(1)
the amount of the Net Proceeds of such a disposal; and
(2)
an amount so as to ensure that the financial ratio set out in Clause 22.2 ( Financial Ratio ) for the most recent Ratio Period ending prior to the Reinvestment End Date would not be breached if such financial ratio was tested for that most recent Ratio Period taking into account (on a pro-forma basis) the amount of such prepayment (but ignoring such Net Proceeds),
provided that there shall be no requirement to make a prepayment if the financial ratio set out in Clause 22.2 ( Financial Ratio ) was not required to be tested for the most recent Ratio Period ending prior to the Reinvestment End Date.
(c)
The Facility Agent may, with the approval of the Instructing Group, waive the requirement for the Borrowers to make a prepayment in accordance with paragraph (a). Notwithstanding any such waiver, the Borrowers shall in any event be required to prepay an amount of the Facilities to ensure that the financial ratio set out in Clause 22.2 ( Financial ratio ) for the Latest Ratio Period (as defined in Clause 23.11) ( Disposals )) in respect of the relevant disposal would not be breached if such financial ratio were tested for that Latest Ratio Period taking into account all disposals made since the last day of that Latest Ratio Period and the amount of such prepayment.
12.3
Application of mandatory prepayments and cancellations
(a)
A prepayment of Utilisations or cancellation of Available Commitments made under Clause 12.2 ( Mandatory prepayment from disposal proceeds ) shall be applied in the following order:
(i)
first, in prepayment of Advances made under the Term Facilities as contemplated in paragraphs (b) to (e) inclusive below;
(ii)
secondly, in prepayment of, at the election of the Company, Revolving Facility Outstandings and/or outstanding Additional Facility Advances in relation to an Additional Facility that is a revolving facility such that:
(A)
they are prepaid on a pro rata basis; and
(B)
Revolving Facility Advances and applicable Additional Facility Advances shall be prepaid before any Outstanding L/C Amounts (which shall then be prepaid on a pro rata basis)),

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and cancellation, in each case, of the corresponding Revolving Facility Commitments and Additional Facility Commitments; and
(iii)
then, in:
(A)
repayment of the Ancillary Facility Outstandings (and cancellation of corresponding Ancillary Facility Commitments); and
(B)
cancellation of Ancillary Facility Commitments; and
(iv)
finally, (on a pro rata basis) cancellation of the Revolving Facility Commitments and the Additional Facility Commitments in relation to any Additional Facility that is a revolving facility.
(b)
Unless the relevant Borrower makes an election under paragraph (d) below or notifies the Facility Agent that it intends to reinvest the Net Proceeds in assets in the Business of the Bank Group in accordance with Clause 12.2 ( Mandatory prepayment from disposal proceeds ) above,, it shall prepay Advances promptly upon receipt of the Net Proceeds of the Acquisition.
(c)
A prepayment under Clause 12.2 ( Mandatory prepayment from disposal proceeds ) shall prepay the Advances made under the Term Facilities at the discretion of the relevant Borrower.
(d)
Subject to paragraph (e) below, a Borrower may elect that any prepayment under Clause 12.2 ( Mandatory prepayment from disposal proceeds ) be applied in prepayment of an Advance on the last day of the Interest Period or Term relating to that Advance. If the relevant Borrower makes that election then a proportion of the Advance equal to the amount of the relevant prepayment will be due and payable on the last day of its Interest Period or Term.
(e)
If a Borrower has made an election under paragraph (d) above but a Default has occurred and is continuing, that election shall no longer apply and a proportion of the Advance in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable (unless the Instructing Group otherwise agree in writing).
12.4
Right of prepayment and cancellation in relation to a single Lender
(a)
If:
(i)
any sum payable to any Lender by a Borrower is required to be increased under Clause 17.1 ( Tax Gross-up ); or

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(ii)
any Lender claims indemnification from a Borrower under Clause 17.3 ( Tax Indemnity ) and Clause 18.1 ( Increased Costs ),
the relevant Borrower may, whilst the circumstance giving rise to the requirement or indemnification continues, in respect only of the Facilities made available to it, give the Facility Agent notice of cancellation of the relevant Facility Commitment (as applicable) of that Lender and its intention to procure the repayment of that Lender’s participation in all relevant Advances.
(b)
On receipt of a notice referred to in paragraph (a) above, the relevant Facility Commitment of that Lender shall each immediately be reduced to zero.
(c)
On the last day of each Interest Period which ends after the relevant Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by that Borrower in that notice), the relevant Borrower shall repay that Lender’s participation in all relevant Advances.
(d)
Prepayments made pursuant to this Clause 12.4 ( Right of prepayment and cancellation in relation to a single Lender ) shall be applied against the outstanding Advances pro rata .
12.5
Miscellaneous provisions
(a)
All prepayments under this Agreement shall be made together with accrued interest on the amount prepaid and any other amounts due under this Agreement in respect of that prepayment and, subject to Clause 30.2 ( Break Costs ), without premium or penalty.
(b)
No prepayment or cancellation is permitted except in accordance with the express terms of this Agreement.
(c)
Any prepayment in part of any Advance shall be applied against the participations of the Lenders in that Advance pro rata .
(d)
Any Lender may waive its right to be prepaid any amount under this Clause 12 ( Mandatory Prepayment and Cancellation ) and such amount may, subject to the terms of any other Relevant Finance Document, be retained or applied in any manner by the Company in its sole discretion.
13.
INTEREST ON REVOLVING FACILITY ADVANCES
13.1
Interest Payment Date for Revolving Facility Advances
On (a) each Repayment Date (and, if the Term of any Revolving Facility Advance or Interest Period of an Additional Facility Advance in relation to a revolving facility

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exceeds six months, on the expiry of each period of six months during such Term) or (b) if Clause 17.2(d) ( Lender Tax Status ) applies, the relevant Confirmation Date, the relevant Borrowers shall pay accrued interest on each Revolving Facility Advance and Additional Facility Advance in relation to a revolving facility made to it.
13.2
Interest Rate for Revolving Facility Advances
The rate of interest applicable to each Revolving Facility Advance during its Term shall be the rate per annum which is the sum of the Revolving Facility Margin and, in relation to any Revolving Facility Advance denominated in euro, EURIBOR, or in relation to any Revolving Facility Advance denominated in any other currency, LIBOR, for the relevant Term.
14.
INTEREST ON TERM FACILITY ADVANCES
14.1
Interest Periods for Term Facility Advances
The period for which a Term Facility Advance is outstanding shall be divided into successive periods (each an “ Interest Period ”) each of which (other than the first) shall start on the last day of the preceding such period.
14.2
Duration
The duration of each Interest Period shall, save as otherwise provided in this Agreement, be 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, in each case, as the Borrower may select by no later than 9:30am on the date falling three Business Days before the first day of the relevant Interest Period, provided that:
(a)
if such Borrower fails to give such notice of selection in relation to an Interest Period, the duration of that Interest Period shall, subject to the other provisions of this Clause 14 ( Interest on Term Facility Advances ), be three months; and
(b)
any Interest Period that would otherwise end during the month preceding or extend beyond a Repayment Date relating to the Term Facility Outstandings shall be of such duration that it shall end on that Repayment Date if necessary to ensure that there are Advances under the relevant Term Facility with Interest Periods ending on the relevant Repayment Date in a sufficient aggregate amount to make the repayment due on that Repayment Date.
14.3
Consolidation and Division of Term Facility Advances
(a)
Subject to paragraph (b) below, if two or more Interest Periods:

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(i)
relate to Term Facility Advances under the same Term Facility made to the same Borrower in the same currency; and
(ii)
end on the same date,
those Term Facility Advances will, unless that Borrower (or the Company on its behalf) specifies to the contrary for the next Interest Period, be consolidated into, and treated as, a single Term Facility Advance on the last day of the Interest Period.
(b)
Subject to the requirements of Clause 14.2 ( Duration ), a Borrower (or the Company on its behalf) may, by no later than 9:30am on the date falling three Business Days before the first day of the relevant Interest Period, direct that any Term Facility Advance borrowed by it shall, at the beginning of the next Interest Period relating to it, be divided into (and thereafter, save as otherwise provided in this Agreement, be treated in all respects as) two or more Advances in such amounts (equal in aggregate to the Sterling Amount of the Term Facility Advance being so divided) as shall be specified by that Borrower or the Company in such notice provided that no such direction may be made if:
(i)
as a result of so doing, there would be more than 10 Advances outstanding under the relevant Term Facility; or
(ii)
any Term Facility Advance thereby coming into existence would have a Sterling Amount of less than £25,000,000.
14.4
Payment of Interest for Term Facility Advances
On (a) the last day of each Interest Period (or if such day is not a Business Day, on the immediately succeeding Business Day in the then current month (if there is one) or the preceding Business Day (if there is not)), and if the relevant Interest Period exceeds six months, on the expiry of each six month period during that Interest Period, or (b) if Clause 17.2(d) ( Lender Tax Status ) applies, the relevant Confirmation Date, the relevant Borrower shall pay accrued interest on the Term Facility Advance to which such Interest Period relates.
14.5
Interest Rate for Term Facility Advances
The rate of interest applicable to a Term Facility Advance at any time during an Interest Period relating to it shall be the rate per annum which is the sum of the Margin and, LIBOR, for such Interest Period.
14.6
Interest on Additional Facilities

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The rate of interest on any Additional Facility and the timing of payment of such interest shall be regulated by the relevant Additional Facility Accession Deed.
14.7
Notification
The Facility Agent shall promptly notify the relevant Borrowers and the Lenders of each determination of LIBOR, EURIBOR and any change to the proposed length of a Term or Interest Period or any interest rate occasioned by the operation of Clause 15 ( Market Disruption and Alternative Interest Rates ).
15.
MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES
15.1
Unavailability of Screen Rate
(a)
Interpolated Screen Rate : If no Screen Rate is available for LIBOR or, if applicable, EURIBOR for the Interest Period or Term of an Advance, the applicable LIBOR or EURIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Advance.
(b)
Shortened Interest Period : If no Screen Rate is available for LIBOR or, if applicable, EURIBOR for:
(i)
the currency of an Advance; or
(ii)
the Interest Period or Term of an Advance and it is not possible to calculate the Interpolated Screen Rate,
the Interest Period of that Advance shall (if it is longer than the applicable Fallback Interest Period) be shortened to the applicable Fallback Interest Period and the applicable LIBOR or EURIBOR for that shortened Interest Period shall be determined pursuant to the definition of “LIBOR” or “EURIBOR” as applicable.
(c)
Shortened Interest Period and Historic Screen Rate : If the Interest Period of an Advance is, after giving effect to paragraph (b) above, either the applicable Fallback Interest Period or shorter than the applicable Fallback Interest Period and, in either case, no Screen Rate is available for LIBOR or, if applicable EURIBOR for:
(i)
the currency of that Advance; or
(ii)
the Interest Period or Term of that Advance and it is not possible to calculate the Interpolated Screen Rate,
the applicable LIBOR or EURIBOR shall be the Historic Screen Rate for that Advance.

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(d)
Shortened Interest Period and Interpolated Historic Screen Rate : If paragraph (c) above applies but no Historic Screen Rate is available for the Interest Period or Term of that Advance, the applicable LIBOR or EURIBOR shall be the Interpolated Historic Screen Rate for a period equal in length to the Interest Period or Term of that Advance.
(e)
Reference Bank Rate : If paragraph (d) above applies but it is not possible to calculate the Interpolated Historic Screen Rate, the Interest Period or Term of that Advance shall, if it has been shortened pursuant to paragraph (b) above, revert to its previous length and the applicable LIBOR or EURIBOR shall be the Reference Bank Rate as of the Specified Time for the currency of that Advance and for a period equal in length to the Interest Period or Term of that Advance.
(f)
Alternative Reference Bank Rate : If paragraph (e) above applies but no Reference Bank Rate is available for the relevant currency or Interest Period or Term the applicable LIBOR or EURIBOR shall be the Alternative Reference Bank Rate as of the Specified Time for the currency of that Advance and for a period equal in length to the Interest Period or Term of that Advance.
(g)
Cost of funds : If paragraph (f) above applies but no Alternative Reference Bank Rate is available for the relevant currency or Interest Period or Term there shall be no LIBOR or EURIBOR for that Advance and Clause 15.4 ( Cost of funds ) shall apply to that Advance for that Interest Period or Term.
15.2
Calculation of Reference Bank Rate and Alternative Reference Bank Rate
(a)
Subject to paragraph (b) below, if LIBOR or EURIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by the Specified Time the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks.
(b)
If at or about noon on the Quotation Date none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Interest Period or Term.
(c)
Subject to paragraph (d) below, if LIBOR or EURIBOR is to be determined on the basis of an Alternative Reference Bank Rate but an Alternative Reference Bank does not supply a quotation by the Specified Time, the Alternative Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Alternative Reference Banks.
(d)
If before close of business in London on the date falling one Business Day after the Quotation Date none or only one of the Alternative Reference Banks supplies

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a quotation, there shall be no Alternative Reference Bank Rate for the relevant Interest Period or Term.
15.3
Market disruption
(a)
If LIBOR or, if applicable, EURIBOR is determined otherwise than on the basis of an Alternative Reference Bank Rate and before close of business in London on the Quotation Date for the relevant Interest Period or Term, the Facility Agent receives notifications from a Lender or Lenders (whose participations in an Advance exceed 40 per cent. of that Advance) that the cost to it of funding its participation in that Advance from whatever source it may reasonably select would be in excess of LIBOR or, if applicable, EURIBOR then the applicable LIBOR or EURIBOR shall be the Alternative Reference Bank Rate as of the Specified Time for the currency of the Advance and for a period equal in length to the Interest Period or Term of that Advance and if no Alternative Reference Bank Rate is available for the relevant currency or Interest Period or Term there shall be no LIBOR or EURIBOR for that Advance and Clause 15.4 ( Cost of funds ) shall apply to that Advance for the relevant Interest Period or Term.
(b)
If LIBOR or, if applicable, EURIBOR is determined on the basis of an Alternative Reference Bank Rate and before close of business in London on the date falling one Business Day after the Quotation Date for the relevant Interest Period or Term of the Advance the Facility Agent receives notifications from a Lender or Lenders (whose participations in an Advance exceed 40 per cent. of that Advance) that the cost to it of funding its participation in that Advance from whatever source it may reasonably select would be in excess of LIBOR or, if applicable, EURIBOR then Clause 15.4 ( Cost of funds ) shall apply to that Advance for the relevant Interest Period or Term.
15.4
Cost of funds
(a)
If this Clause 15.4 ( Cost of funds ) applies, the rate of interest on each Lender’s share of the relevant Advance for the relevant Interest Period or Term shall be the percentage rate per annum which is the sum of:
(i)
the Margin; and
(ii)
the rate notified to the Facility Agent by that Lender as soon as practicable and in any event within one Business Day of the first day of that Interest Period (or, if earlier, on the date falling five Business Days before the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in that Advance from whatever source it may reasonably select.

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(b)
If this Clause 15.4 ( Cost of funds ) applies and the Facility Agent or the Company so requires, the Facility Agent and the Company shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.
(c)
Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Company, be binding on all Parties.
(d)
If this Clause 15.4 ( Cost of funds ) applies pursuant to Clause 15.3 ( Market disruption ): and
(i)
a Lender’s Funding Rate is less than LIBOR or, in relation to any Advance in euro, EURIBOR; or
(ii)
a Lender does not supply a quotation by the time specified in paragraph (a)(ii) above,
the cost to that Lender of funding its participation in that Advance for that Interest Period or Term shall be deemed, for the purposes of paragraph (a) above, to be LIBOR or, in relation to an Advance in euro, EURIBOR.
(e)
If this Clause 15.4 ( Cost of funds ) applies pursuant to Clause 15.1 ( Unavailability of Screen Rate ) but any Lender does not supply a quotation by the time specified in paragraph (a)(ii) above the rate of interest shall be calculated on the basis of the quotations of the remaining Lenders.
15.5
Notification to Company
If Clause 15.4 ( Cost of funds ) applies or if LIBOR or, if applicable, EURIBOR is to be determined on the basis of an Alternative Reference Bank Rate the Facility Agent shall, as soon as is practicable, notify the Company.
16.
COMMISSIONS AND FEES
16.1
Commitment Fees
(a)
The Company shall pay (or procure the payment of) to the Facility Agent for the account of each relevant Lender (other than an Ancillary Facility Lender or any Additional Facility Lender) a commitment fee on the aggregate amount of such Lender’s Available Revolving Facility Commitment made available by it (other than any Ancillary Facility or any Additional Facility) from day to day during the period beginning on the Closing Date and ending on the Termination Date for the Revolving Facility. Such commitment fee shall be calculated at the rate of 40 per cent. of the Revolving Facility Margin and shall be payable in arrears

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on the last day of each successive period of three months which ends during such period and on the Termination Date for the Revolving Facility.
(b)
No commitment fee is payable to the Facility Agent (for the account of a Lender) on any Available Revolving Facility Commitment of that Lender for any day on which that Lender is a Defaulting Lender.
16.2
Arrangement, Ticking and Underwriting Fee
(a)
The Company shall pay (or procure the payment of) to the Bookrunners and Mandated Lead Arrangers, as applicable, the fees specified in the Fee Letter at the times and in the amounts specified in such letter.
(b)
The Company shall pay (or procure the payment of) to any Additional Facility Lenders the fees specified in the relevant Additional Facility Accession Deed at the times and in the amounts specified in such Additional Facility Accession Deed.
16.3
Agency Fee
The Company shall pay (or procure the payment of) to the Facility Agent and the Security Trustee for their own account the fees specified in the letter dated on or about the date of this Agreement between the Facility Agent, the Security Trustee and the Company at the times and in the amounts specified in such letter.
16.4
Documentary Credit Fee
Each Borrower shall, in respect of each Documentary Credit issued on its behalf pay (or procure the payment of) to the Facility Agent for the account of each L/C Lender (for distribution in proportion to each L/C Lender’s L/C Proportion of such Documentary Credit) a documentary credit fee in the currency in which the relevant Documentary Credit is denominated at a rate equal to the applicable Revolving Facility Margin applied on the Outstanding L/C Amount in relation to such Documentary Credit (less any amount which has been repaid or prepaid). Such documentary credit fee shall be paid in arrears on each Quarter Date during the Term of the relevant Documentary Credit and on the relevant Expiry Date (or the date of its repayment, prepayment or cancellation, if earlier) for that Documentary Credit.
16.5
L/C Bank Fee
Each relevant Borrower shall pay (or procure the payment of) to any other L/C Bank a fronting fee in respect of each Documentary Credit requested by it and issued by that L/C Bank, in the amount and at the times agreed in any letter entered into between such L/C Bank and such Borrower.

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17.
TAXES
17.1
Tax Gross-up
(a)
Each payment made by the Parent or an Obligor under a Relevant Finance Document shall be made by it without any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction in relation to any payment due in any currency other than Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange on the date such payment is made and the Parent and the Obligors shall have no liability if any subsequent credit or refund received by any Lender from any tax authority in relation thereto is in a different amount (when converted to the non-Sterling currency on any date).
(b)
As soon as it becomes aware that the Parent or an Obligor is or will be required by Law to make a Tax Deduction (or that there is any change in the rate at which or the basis on which such Tax Deduction is to be made) the Parent or the relevant Obligor shall notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent and the Parent upon becoming so aware in respect of a payment payable to that Lender.
(c)
If a Tax Deduction is required by Law to be made by the Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below applies, be increased to an amount so that, after the required Tax Deduction is made, the payee receives an amount equal to the amount it would have received had no Tax Deduction been required.
(d)
If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee (other than by reason of the Facility Agent or the Security Trustee performing its obligations as such under this Agreement through an office located outside the United Kingdom) from any payment to any Relevant Finance Party which represents an amount or amounts received from the Parent or an Obligor, either the Parent or that Obligor, as the case may be, shall, unless paragraph (f) below applies, pay directly to that Relevant Finance Party an amount which, after making the required Tax Deduction enables the payee of that amount to receive an amount equal to the payment which it would have received if no Tax Deduction had been required.
(e)
If a Tax Deduction is required by Law to be made by the Facility Agent or the Security Trustee from any payment to any Relevant Finance Party under paragraph (d) above, the Facility Agent or the Security Trustee as appropriate shall unless paragraph (g) below applies, make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law and within 30 days of making either a Tax Deduction or any payment in

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connection with that Tax Deduction, the Facility Agent or the Security Trustee, as appropriate, making that Tax Deduction or other payment shall deliver to the relevant Borrower evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority.
(f)
Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above for a Tax Deduction in respect of Tax imposed by the United Kingdom on a payment of interest by a UK Borrower in respect of a participation in an Advance by that Lender to any UK Borrower where that Lender is not a Qualifying UK Lender on the date on which the relevant payment of interest is due (otherwise than as a consequence of a Change in Tax Law) to the extent that payment could have been made without a Tax Deduction if that Lender had been a Qualifying UK Lender on that date.
(g)
The Parent or the relevant Obligor (as the case may be) which is required to make a Tax Deduction shall make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by Law.
(h)
Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, either the Parent or the relevant Obligor making that Tax Deduction or other payment shall deliver to the Facility Agent for the Relevant Finance Party entitled to the interest to which such Tax Deduction or payment relates, evidence that the Tax Deduction or other payment has been made or accounted for to the relevant tax authority.
(i)
Each party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.
17.2
Lender Tax Status
(a)
Each Lender to any UK Borrower represents and warrants to the Facility Agent and to each UK Borrower:
(i)
in the case of an Original Lender, that as at the date of this Agreement, it has the tax status set out opposite its name in Part 2 of Schedule 1 ( Lenders Tax Status ); or
(ii)
in the case of any other Lender, that as at the relevant Transfer Date, Increase Date or the date of the relevant Additional Facility Accession Deed, it is:

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(A)
a UK Bank Lender;
(B)
a UK Non-Bank Lender and falls within paragraph (a) or (b) of the definition thereof; or
(C)
a UK Treaty Lender,
as the same shall be expressly indicated in the relevant Transfer Deed, Transfer Agreement, Increase Confirmation or Additional Facility Accession Deed.
(b)
Each Lender expressed to be a “UK Non-Bank Lender” in Part 2 of Schedule 1 ( Lenders Tax Status ) or in the Transfer Deed, Transfer Agreement, Additional Facility Accession Deed or Increase Confirmation pursuant to which it becomes a Lender represents and warrants to:
(i)
the Facility Agent and to each UK Borrower, on the date of this Agreement, or on the relevant Transfer Date, Increase Date or the date of the relevant Additional Facility Accession Deed (as the case may be) that it is within paragraph (a) of the definition of UK Non-Bank Lender on that date (unless, if it is not within such paragraph (a), it is within paragraph (b) of such definition on that date, and has notified the Facility Agent of the circumstances by virtue of which it falls within such paragraph (b) and has provided evidence of the same to the Company if and to the extent requested to do so, by the Facility Agent or the Company); and
(ii)
the Facility Agent and to each UK Borrower, that 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 (i) above is true in relation to that 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.
(c)
(i)    A Lender which becomes a Party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Facility Agent and without liability to the Parent or any Obligor) by including its scheme reference number and its jurisdiction of tax residence opposite its name in Part 2 of Schedule 1 ( Lenders Tax Status ).
(i)
A New Lender, an Additional Facility Lender or an Increase Lender that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall include an indication

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to that effect (for the benefit of the Facility Agent and without liability to the Parent or any Obligor) by including its scheme reference number and its jurisdiction of tax residence in the Transfer Deed, Transfer Agreement, Additional Facility Accession Deed or Increase Confirmation which it executes.
(ii)
If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (c)(i) or (ii) above, then neither the Parent nor any Obligor shall make any filing under or in relation to the HMRC DT Treaty Passport Scheme in respect of that Lender’s Commitment(s) or is participation in any Advance unless that Lender otherwise agrees.
(iii)
The Parent or the relevant Obligor that makes a payment to which that Lender is entitled shall cooperate with the Lender in completing any procedural formalities as may be necessary for either the Parent or the relevant Obligor to obtain authorisation to make that payment without a Tax Deduction (including where a Lender includes the indication described in paragraphs (c)(i) or (ii) above, filing with HMRC, within any applicable time limit, a form DTTP2 or such equivalent or other HMRC form(s) as may be required to be filed pursuant to the HMRC DT Treaty Passport Scheme in respect of that Lender, completed in accordance with the information provided by that Lender); provided, however, that nothing in this paragraph (c)(iii) shall require a Lender to disclose any confidential information or information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations).
(d)
(i)    If, in relation to any interest payment to a Lender on an Advance made to a UK Borrower:
(A)
that Lender has confirmed to the relevant UK Borrower and to the Facility Agent before that interest payment would otherwise fall due that:
(1)
it has completed, where applicable, the necessary procedural formalities referred to in, and otherwise complied with, paragraph (c) above; and
(2)
H.M. Revenue & Customs has not declined to issue the authorisation referred to in the definition of “UK Treaty Lender” (the “ Authorisation ”) in respect of that Lender in relation to that Advance, or if H.M. Revenue & Customs

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has declined, the Lender is disputing that decision in good faith; and
(B)
the relevant UK Borrower has not received the Authorisation,
then, such Lender may elect, by not less than five Business Days prior confirmation in writing to the Facility Agent, that such interest payment (the “ Relevant Interest Payment ”) shall not be due and payable under Clause 13.1 ( Interest Payment Date for Revolving Facility Advances ) or Clause 14.4 ( Payment of Interest for Term Facility Advances ) (as applicable) until the date (the “ Confirmation Date ”) which is five Business Days after the earlier of:
(C)
the date on which the Authorisation is received by the relevant UK Borrower;
(D)
the date that Lender confirms to the relevant UK Borrower and the Facility Agent that it is not entitled to claim full relief from liability to taxation otherwise imposed by the United Kingdom (in relation to that Lender’s participation in Advances made to that UK Borrower) on interest under a Double Taxation Treaty in relation to the relevant Interest Payment; and
(E)
the earlier of (1) the date which is six months after the date on which the relevant Interest Payment had otherwise been due and payable and (2) the date of final repayment (whether scheduled, voluntary or mandatory) of principal in respect of the relevant Interest Payment.
(ii)
For the avoidance of doubt, in the event that paragraph (i) above applies, the Interest Period or Term to which the relevant Interest Payment relates shall not be extended and the start of the immediately succeeding Interest Period or Term shall not be delayed.
(e)
Any Lender which was a Qualifying UK Lender when it became party to this Agreement but subsequently ceases to be a Qualifying UK Lender (other than by reason of a Change in Tax Law in the United Kingdom) shall promptly notify the UK Borrowers of that event, provided that if there is a Change in Tax Law in the United Kingdom which in the reasonable opinion of such UK Borrowers may result in any Lender which was a Qualifying UK Lender when it became a party to this Agreement ceasing to be a Qualifying UK Lender, such Qualifying UK Lender shall co-operate with such UK Borrowers and provide reasonable evidence requested by such UK Borrowers in order for such UK Borrowers to determine whether such Lender has ceased to be a Qualifying UK Lender

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provided, however, that nothing in this paragraph (e) shall require a Lender to disclose any confidential information or information regarding its business, tax affairs or tax computations (including without limitation, its tax returns or its calculations).
(f)
For the purposes of paragraphs (a) to (e) above, each Lender shall promptly deliver such documents evidencing its corporate and tax status as the Facility Agent or the Company may reasonably request, provided that in the event that any Lender fails to comply with the foregoing requirement, any UK Borrower shall be permitted:
(i)
to withhold and retain an amount in respect of the applicable withholding tax estimated in good faith by the Borrower to be required to be withheld in respect of interest payable to such Lender; or
(ii)
subject to the provisions of paragraph (a) of Clause 36.4 ( Assignments or Transfers by Lenders ), to refuse to grant its consent to such transfer.
(g)
In the event that either the Facility Agent or the Company has reason to believe that any representation given by a Lender in accordance with this Clause 17.2 ( Lender Tax Status ) is incorrect or inaccurate, the Facility Agent or the Company (as the case may be) shall promptly inform the other party and the relevant Lender, and may thereafter request such documents relating to the corporate and tax status of such Lender as the Facility Agent or the Company may reasonably require for the purposes of determining whether or not such representation was indeed incorrect.
(h)
If, following delivery of such documentation and following consultation between the Facility Agent, the Company and the relevant Lender, the Company concludes (acting reasonably and in good faith) that there is insufficient evidence to determine the relevant tax status of such Lender, the UK Borrower shall be permitted in respect of such Lender, to withhold and retain an amount in respect of the applicable withholding tax estimated in good faith by the UK Borrower to be required to be withheld in respect of interest payable to such Lender until such time as that Lender has delivered sufficient evidence of its tax status to the Facility Agent and the Company.
(i)
Each Relevant Finance Party shall confirm whether it is entitled to receive payments under the Relevant Finance Documents free from withholding under FATCA and shall provide any documentation, forms and other information relating to its status under FATCA reasonably requested by the Facility Agent or a Borrower sufficient for the Facility Agent and the Borrowers to comply with their obligations under FATCA and to determine whether such Relevant Finance Party has complied with such applicable reporting requirements.

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(j)
Solely in the case of a Tax Deduction imposed by a jurisdiction other than the United Kingdom, and notwithstanding any other provision of this Clause 17 ( Taxes ):
(i)
any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments made by a Borrower under any Relevant Finance Document shall deliver to the Borrowers and the Facility Agent, at the time or times reasonably requested by the Borrowers or the Facility Agent (and promptly after the occurrence of a change in the Lender’s circumstance requiring a change in the most recent documentation previously delivered), such properly completed and executed documentation reasonably requested by the Borrower or the Facility Agent as will permit such payments to be made without withholding or at a reduced rate of withholding; and
(ii)
any Lender, if reasonably requested by the Borrowers or the Facility Agent, shall deliver such other documentation prescribed by an applicable requirement of law or reasonably requested by the Borrowers or the Facility Agent as will enable the Borrowers or the Facility Agent to determine whether or not such Lender is subject to withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. In the event that any Lender fails to comply with the foregoing requirement, any Borrower shall be permitted to withhold and retain an amount in respect of the applicable withholding tax (excluding for the avoidance of doubt, any withholding tax imposed by the United Kingdom) estimated in good faith by the Borrowers to be required to be withheld in respect of interest payable to such Lender. Neither the Parent nor any Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or (d) above to the extent such Taxes are attributable to a failure by a Lender to provide the documentation required to be delivered pursuant to the first sentence of this Clause 17.2(j) ( Lender Tax Status ). For the avoidance of doubt, nothing in this Clause 17.2(j) ( Lender Tax Status ) shall be understood to affect the rights of Lenders to a gross-up in respect of a Tax Deduction levied in the United Kingdom, but only to the extent permitted under Clause 17.1 ( Tax Gross-up) .
17.3
Tax Indemnity

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(a)
Subject to paragraph (b) below, the Company shall (within 10 Business Days of written demand by the Facility Agent) pay (or procure that either the Parent or the relevant Obligor pays) for the account of a Protected Party an amount equal to any Tax Liability which that Protected Party reasonably determines has been or will be suffered by that Protected Party (directly or indirectly) in connection with any Relevant Finance Document. The Protected Party shall within five Business Days’ of request by the Company provide to the Company reasonable written details explaining the loss, liability or cost and the calculation of the amount claimed by the Protected Party.
(b)
Paragraph (a) above shall not apply:
(i)
with respect to any Tax Liability of a Protected Party in respect of Tax on Overall Net Income of that Protected Party;
(ii)
to the extent that any Tax Liability has been compensated for by an increased payment or other payment under paragraphs (c) or (d) of Clause 17.1 ( Tax Gross-up ) or would have been compensated for by such an increased payment or other payment, but for the application of paragraph (f) of Clause 17.1 ( Tax Gross-up );
(iii)
relates to a FATCA Deduction required to be made by a Party; or
(iv)
to the extent that any Tax Liability is suffered or incurred by a Finance Party in respect of a Bank Levy.
(c)
A Protected Party making, or intending to make, a claim pursuant to paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim together with supporting evidence, following which the Facility Agent shall notify the Company and provide such evidence to it.
(d)
A Protected Party shall, on receiving a payment from either the Parent or an Obligor under this Clause 17.3 ( Tax Indemnity ), notify the Facility Agent.
(e)
In this Clause 17.3 ( Tax Indemnity ):
“ Tax Liability ” means, in respect of any Protected Party:
(i)
any liability or any increase in the liability of that person to make any payment of or in respect of tax;
(ii)
any loss of any relief, allowance, deduction or credit in respect of tax which would otherwise have been available to that person;

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(iii)
any setting off against income, profits or gains or against any tax liability of any relief, allowance, deduction or credit in respect of tax which would otherwise have been available to that person; and
(iv)
any loss or setting off against any tax liability of a right to repayment of tax which would otherwise have been available to that person.
For this purpose, any question of whether or not any relief, allowance, deduction, credit or right to repayment of tax has been lost or set off in relation to any person, and if so, the date on which that loss or set off took place, shall be conclusively determined by that person, acting reasonably and in good faith and such determination shall be binding on the relevant parties to this Agreement.
“ Tax on Overall Net Income ” means, in relation to a Protected Party, tax (other than tax deducted or withheld from any payment) imposed on the net income received or receivable (but not any sum deemed to be received or receivable) by that Protected Party by the jurisdiction in which the relevant Relevant Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which the Relevant Finance Party is treated as residing for tax purposes or in which the relevant Relevant Finance Party’s Facility Office or head office is situated.
17.4
Tax Credit
(a)
If either the Parent or an Obligor makes a Tax Payment and the relevant Relevant Finance Party determines, in its sole opinion, that:
(i)
a Tax Credit is attributable to that Tax Payment; and
(ii)
that Relevant Finance Party has obtained, utilised and retained that Tax Credit,
the Relevant Finance Party shall (subject to paragraph (b) below and to the extent that such Relevant Finance Party can do so without prejudicing the availability and/or the amount of the Tax Credit and the right of that Relevant Finance Party to obtain any other benefit, relief or allowance which may be available to it) pay to either the Parent or the relevant Obligor such amount which that Relevant Finance Party determines, in its sole opinion, will leave it (after that payment) in the same after-tax position as it would have been in had the Tax Payment not been required to be made by the Parent or the relevant Obligor.
(b)
Each Relevant Finance Party shall have an absolute discretion as to the time at which and the order and manner in which it realises or utilises any Tax Credits and shall not be obliged to arrange its business or its tax affairs in any particular way in order to be eligible for any credit or refund or similar benefit.

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(c)
No Relevant Finance Party shall be obliged to disclose to any other person any information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations).
(d)
If a Relevant Finance Party has made a payment to the Parent or an Obligor pursuant to this Clause 17.4 ( Tax Credit ) on account of a Tax Credit and it subsequently transpires that that Relevant Finance Party did not receive that Tax Credit, or received a reduced Tax Credit, either the Parent or such Obligor, as the case may be, shall, on demand, pay to that Relevant Finance Party the amount which that Relevant Finance Party determines, acting reasonably and in good faith, will put it (after that payment is received) in the same after-tax position as it would have been in had no such payment or a reduced payment been made to the Parent or such Obligor.
(e)
No Relevant Finance Party shall be obliged to make any payment under this Clause 17.4 ( Tax Credit ) if, by doing so, it would contravene the terms of any applicable Law or any notice, direction or requirement of any governmental or regulatory authority (whether or not having the force of law).
18.
INCREASED COSTS
18.1
Increased Costs
Subject to Clause 18.3 ( Exceptions ), the Company shall, within three Business Days of a demand by the Facility Agent, pay (or procure the payment of) for the account of a Relevant Finance Party the amount of any Increased Cost incurred by that Relevant Finance Party or any of its Affiliates as a result (direct or indirect) of:
(a)
the introduction or implementation of or any change in (or any change in the interpretation, administration or application of) any Law, regulation, practice or concession or any directive, requirement, request or guideline (whether or not having the force of law but where such law, regulation, practice, concession, directive, requirement, request or guideline does not have the force of law, it is one with which banks or financial institutions subject to the same are generally accustomed to comply) of any central bank, including the European Central Bank, the Financial Services Authority or any other fiscal, monetary, regulatory or other authority after the date of this Agreement; or
(b)
compliance with any Law, regulation, practice, concession or any such directive, requirement, request or guideline made after the date of this Agreement.
18.2
Increased Costs Claims

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(a)
A Relevant Finance Party intending to make a claim pursuant to Clause 18.1 ( Increased Costs ) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Company.
(b)
Each Relevant Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its, or if applicable, its Affiliate’s Increased Costs and setting out in reasonable detail the circumstances giving rise to such claim and its calculations in relation to such Increased Costs.
18.3
Exceptions
Clause 18.1 ( Increased Costs ) does not apply to the extent any Increased Cost:
(a)
is attributable to a Tax Deduction required by Law to be made by the Parent or an Obligor, as the case may be;
(b)
is compensated for by Clause 17.3 ( Tax Indemnity ) (or would have been compensated for by Clause 17.3 ( Tax Indemnity ) but was not so compensated solely because Clause 17.3(b) ( Tax Indemnity ) applied) or because of any failure to complete necessary procedural formalities under Clause 17.2(c) ( Lender Tax Status );
(c)
is attributable to the gross negligence of or wilful breach by, the Relevant Finance Party or, if applicable, any of its Affiliates of any law, regulation, practice, concession, directive, requirement, request or guideline, to which the imposition of such Increased Cost relates;
(d)
suffered by a Relevant Finance Party and in respect of which that Relevant Finance Party intends to make a claim pursuant to Clause 18.2(a) ( Increased Costs Claims ), is not (and its claim under Clause 18.2(a) ( Increased Costs Claims ) is not) notified by that Relevant Finance Party to the Facility Agent within 30 days of that Relevant Finance Party becoming aware that it had suffered the relevant Increased Cost; or
(e)
is attributable to the implementation of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the Signing Date (“ Basel II ”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Relevant Finance Party or any of its Affiliates).
(f)
attributable to a FATCA Deduction required to be made by a Party; or

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(g)
is attributable to any Bank Levy but only to the extent that such Bank Levy is no more onerous than in respect of:
(i)
a Bank Levy not yet enacted into law, any draft of such proposed Bank Levy as at the date of this Agreement; or
(ii)
any other Bank Levy, as set out under existing law as at the date of this Agreement.
19.
ILLEGALITY
19.1
Illegality of a Lender
If at any time after a Lender becomes a party to this Agreement it becomes unlawful in any applicable jurisdiction for such Lender to perform any of its obligations as contemplated by this Agreement or any Ancillary Facility Document respectively or to make, fund, issue or maintain its participation in any Utilisation or, in the case of an Ancillary Facility Lender, any utilisation under any Ancillary Facility:
(a)
that Lender shall promptly notify the Facility Agent upon becoming aware of that event;
(b)
upon the Facility Agent notifying the Company, the Commitments of that Lender shall immediately be reduced to zero and cancelled or, if required by the Company, on such date transferred to another bank or institution willing to accept that transfer; and
(c)
upon the Facility Agent notifying the Company, the Company shall procure that each Borrower will, on such date as the Facility Agent shall have specified (being no earlier than the last day permitted by law):
(i)
repay that Lender’s participation in the Utilisations utilised by that Borrower (together with accrued interest on and all other amounts owing to that Lender under the Relevant Finance Documents) or, if required by the Company, that Lender’s participations shall on such date be transferred at par to another bank or institution willing to accept that transfer (to the extent it is lawful for such Lender to undertake such transfer); and/or
(ii)
repay each amount payable or, as the case may be, provide full cash cover in respect of each contingent liability under each Ancillary Facility of that Ancillary Facility Lender.
19.2
Illegality in Relation to an L/C Bank

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If it becomes unlawful in any relevant jurisdiction for an L/C Bank to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Documentary Credit (an “ Affected Documentary Credit ”):
(a)
that L/C Bank shall promptly notify the Facility Agent upon becoming aware of that event:
(b)
upon the Facility Agent notifying the Company, that L/C Bank shall not be obliged to issue any future Documentary Credit that would give rise to such unlawfulness; and
(c)
upon the Facility Agent notifying the Company, each relevant Borrower shall use its best endeavours to procure the release of any Affected Documentary Credit.
20.
MITIGATION
20.1
Mitigation
(a)
Each Relevant Finance Party shall in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under, or pursuant to, or cancelled pursuant to, any of Clause 17 ( Taxes ), Clause 18 ( Increased Costs ) or Clause 19 ( Illegality ) including (but not limited to) transferring its rights and obligations under the Relevant Finance Documents to another Affiliate or Facility Office or financial institution acceptable to the Company which is willing to participate in any Facility in which such Lender has participated.
(b)
Paragraph (a) above does not in any way limit the obligations of the Parent or any Obligor under the Relevant Finance Documents.
20.2
Limitation of Liability
(a)
With effect from the Signing Date, each of the Borrowers agrees to indemnify each Relevant Finance Party for all costs and expenses reasonably incurred by that Relevant Finance Party as a result of steps taken by it under Clause 20.1 ( Mitigation ).
(b)
A Relevant Finance Party is not obliged to take any steps under Clause 20.1 ( Mitigation ) if, in the opinion of that Relevant Finance Party (acting reasonably), to do so might in any way be prejudicial to it.
21.
REPRESENTATIONS AND WARRANTIES
21.1
Representations and warranties

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The Parent and each Obligor, in relation to themselves and the Company, in relation to each other member of the Bank Group and member of the Joint Venture Group, in each case to the extent expressed to be applicable to them, makes the representations and warranties set out in this Clause 21 ( Representations and warranties ), other than Clauses 21.9 ( Accounts ), 21.10 ( Financial condition ) and Clause 21.14 ( Tax liabilities ), which shall only be made by the Company.
21.2
Status
(a)
It is a company duly organised or a partnership duly formed, in either case, validly existing under the laws of its jurisdiction of incorporation or establishment.
(b)
It has the power to own its assets and carry on its business as it is being conducted.
21.3
Powers and authority
It has the power:
(a)
to enter into and comply with all obligations expressed on its part under the Relevant Finance Documents; and
(b)
(in the case of a Borrower) to borrow under this Agreement; and
(c)
(in the case of a Guarantor) to give the guarantee in Clause 28 ( Guarantee and Indemnity ),
(d)
and has taken all necessary actions to authorise the execution, delivery and performance of the Relevant Finance Documents to which it is a party.
21.4
Legal validity
(a)
Each Relevant Finance Document to which it is or will be a party constitutes, or when executed in accordance with its terms will constitute, its legal, valid and binding obligations enforceable, subject to any relevant reservations or qualifications as to matters of law contained in any legal opinion delivered under this Agreement, in accordance with its terms.
(b)
The choice of English law, or as the case may be, Delaware law, or as the case may be Scots law, as the governing law of the Relevant Finance Documents and its irrevocable submission to the jurisdiction of the courts of England in respect of any proceedings relating to the Relevant Finance Documents (in each case other than any Relevant Finance Document which is expressly to be governed by a law other than English law, or as the case may be, Delaware law, or as the case may be Scots law) will be recognised and enforced in its jurisdiction of

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incorporation, subject to any relevant reservation or qualification as to matters of law contained in any legal opinion referred to in paragraph (a) above.
(c)
Any judgment obtained in England in relation to a Relevant Finance Document (in each case other than any Security Document which is expressly to be governed by a law other than English law) will be recognised and enforced in its jurisdiction of incorporation, subject to any relevant reservation or qualification as to matters of law contained in any legal opinion referred to in paragraph (a) above.
21.5
Non-violation
The execution and delivery by it of, the Relevant Finance Documents to which it is a party, and its performance of the transactions contemplated thereby, will not violate:
(a)
in any material respect, any law or regulation or official judgment or decree applicable to it;
(b)
in any material respect, its constitutional documents; or
(c)
any agreement or instrument to which it is a party or binding on any of its assets or binding upon any other member of the Bank Group or any other member of the Bank Group’s assets, where such violation would or is reasonably likely to have a Material Adverse Effect.
21.6
Consents
(a)
Subject to any relevant reservations or qualifications contained in any legal opinion referred to in Clause 21.4(a) ( Legal validity ) above, all material and necessary authorisations, registrations, consents, approvals, licences (other than the Licences), and filings required by it in connection with the execution, validity or enforceability of the Relevant Finance Documents to which it is a party and performance of the transactions contemplated by the Relevant Finance Documents have been obtained (or, if applicable, will be obtained within the required time period) and are validly existing.
(b)
The Licences are in full force and effect and each member of the Bank Group is in compliance in all material respects with all provisions thereof such that the Licences are not the subject of any pending or, to the best of its knowledge, threatened attack, suspension or revocation by a competent authority except, in each case, to the extent that any lack of effect, non-compliance or attack, suspension or revocation of a Licence would not have or not be reasonably likely to have a Material Adverse Effect.
(c)
All the Necessary Authorisations are in full force and effect, each member of the Bank Group is in compliance in all material respects with all provisions thereof

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and the Necessary Authorisations are not the subject of any pending or, to the best of its knowledge, threatened attack or revocation by any competent authority except, in each case, to the extent that any lack of effect, non-compliance or attack or revocation of a Necessary Authorisation would not have or not be reasonably likely to have a Material Adverse Effect.
21.7
Event of Default
No Event of Default has occurred and is continuing or will result from the making of any Advance.
21.8
Telecommunications, Cable and Broadcasting Laws
(a)
To the best of its knowledge and belief, it and each member of each Joint Venture Group is in compliance in all material respects with all Telecommunications, Cable and Broadcasting Laws (but excluding, for these purposes only, breaches of Telecommunications, Cable and Broadcasting Laws which have been expressly waived by the relevant regulatory authority), in each case, where failure to do so would reasonably be expected to have a Material Adverse Effect.
(b)
To the best of its knowledge and belief, it and each member of each Joint Venture Group is in compliance in all material respects with any conditions set by the Director General of Telecommunications or by OFCOM under section 45 of the Communications Act 2003 as are applicable to it or such member of the Joint Venture Group (as the case may be), in each case, where failure to do so would reasonably be expected to have a Material Adverse Effect.
21.9
Accounts
(a)
The consolidated financial statements of the Reporting Entity most recently delivered to the Facility Agent (which, at the date of this Agreement are the Original Financial Statements):
(i)
present fairly in all material respects its financial position and the consolidated financial position of the Company as at the date to which they were drawn up; and
(ii)
have been prepared in all material respects in accordance with the Relevant Accounting Principles (except that such consolidated financial statements do not include all consolidated Subsidiaries to the extent they are Unrestricted Subsidiaries); and
(b)
the consolidated financial statements and other information related to the financial position of the Bank Group provided under this Agreement and most recently delivered to the Facility Agent are correct in all material respects.

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21.10
Financial condition
There has been no material adverse change in the consolidated financial position of the Bank Group (taken as a whole) since the date of the Original Financial Statements which would or is reasonably likely to have a Material Adverse Effect.
21.11
Environmental laws
(a)
Each member of the Bank Group is in compliance with Clause 23.33 ( Environmental compliance ) and to the best of its knowledge and belief (having made due and careful enquiry) no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or is reasonably likely to have a Material Adverse Effect.
(b)
No Environmental Claim has been commenced or (to the best of its knowledge and belief (having made due and careful enquiry)) is threatened against any member of the Bank Group where that claim has or is reasonably likely, if determined against that member of the Bank Group, to have a Material Adverse Effect.
21.12
Security Interests
Its execution and delivery of this Agreement does not necessitate and will not result in the creation or imposition of any Security Interest over any of its material assets or those of any member of the Bank Group (except for any Security Interest created pursuant to the Security Documents).
21.13
Litigation and insolvency proceedings
(a)
No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency have been started against any member of the Bank Group and, to its knowledge, no such proceedings are threatened, where in any such case, there is a reasonable likelihood of an adverse outcome to any member of the Bank Group where that outcome is of a nature which would or is reasonably likely to have a Material Adverse Effect.
(b)
None of the circumstances referred to in Clause 26.7 ( Insolvency proceedings ) have been commenced against it or any member of the Bank Group which is a Material Subsidiary.
21.14
Tax liabilities
No claims are being asserted against it or any member of the Bank Group with respect to Tax Liabilities which are reasonably likely to be determined adversely to it or to such member and which, if so adversely determined, would or is reasonably likely to have a

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Material Adverse Effect. It is not materially overdue in the filing of any Tax returns required to be filed by it (where such late filing might result in any material fine or penalty on it) and it has paid within any period required by law all Taxes shown to be due on any Tax returns required to be filed by it or on any assessments made against it (other than Tax liabilities being contested by it in good faith and where it has made adequate reserves for such liabilities or where such overdue filing, or non-payment, or a claim for payment, of which in each such case would not have or not be reasonably likely to have a Material Adverse Effect).
21.15
Ownership of assets
Save to the extent disposed of in a manner permitted by the terms of any of the Relevant Finance Documents with effect from and after the Signing Date, it has good title to or valid leases or licences of or is otherwise entitled to use all material assets necessary to conduct its business taken as a whole in a manner consistent with the Business to the extent that the failure to have such title, leases or licences or to be so entitled has or is reasonably likely to have a Material Adverse Effect.
21.16
Intellectual Property Rights
The Intellectual Property Rights owned by or licensed to it are all the material Intellectual Property Rights required by it in order to carry out, maintain and operate its business, properties and assets, and so far as it is aware, it does not infringe, in any way any Intellectual Property Rights of any third party, in each case, where the failure to own or license the relevant Intellectual Property Rights or any infringement thereof has or is reasonably likely to have a Material Adverse Effect.
21.17
Bank Group structure
The Group Structure Chart sets out a description which is true and complete in all material respects as at the Closing Date of the corporate ownership structure of the Bank Group and of the ownership of the Borrowers.
21.18
ERISA
Neither it nor any member of the Bank Group or ERISA Affiliate maintains, contributes to or has any obligation to contribute to or any liability under, any Plan, or in the past five years has maintained or contributed to or had any obligation to, or liability under, any Plan.
21.19
Anti-Terrorism Laws
Neither it nor any member of the Bank Group nor any of their respective Affiliates:
(a)
is, or is controlled by, a Designated Party;

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(b)
to its knowledge, has received funds or other property from a Designated Party; or
(c)
to its knowledge, is in breach of any Anti-Terrorism Law.
It and each of its Affiliates have taken commercially reasonable measures to ensure compliance with the Anti-Terrorism Laws.
21.20
Margin stock
No Obligor is engaged, nor does it intend to engage, principally or as one of its important activities, in the business of purchasing or carrying any Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, in each case in violation of any Margin Regulations, and no proceeds of any borrowing or drawings under any Documentary Credit will be used for any purpose that violates any Margin Regulations.
21.21
Investment Company Act
Neither it nor any member of the Bank Group is required to register as an “investment company” or a company “controlled” by such an “investment company”, as such terms are defined in the United States Investment Company Act of 1940, as amended.
21.22
Claims Pari Passu
Subject to any relevant reservations or qualifications contained in any legal opinion referred to in Clause 21.4 ( Legal validity ), the claims of the Relevant Finance Parties against it under the Relevant Finance Documents to which it is party rank and will rank at least pari passu with the claims of all its unsecured and unsubordinated creditors save those whose claims are preferred by any bankruptcy, insolvency, liquidation or similar laws of general application.
21.23
No Immunity
In any legal proceedings taken in its jurisdiction of incorporation or establishment and, if different, England in relation to any of the Relevant Finance Documents to which it is party it will not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process.
21.24
Centre of Main Interests
Its Centre of Main Interests is the place in which its registered office is situated or, if different, another place in the country in which its registered office is situated, or England.
21.25
Broadcasting Act 1990

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Neither it nor any member of any Joint Venture Group is a “disqualified person” for the purposes of Part 1 of Schedule 2 ( The Original Guarantors ) to such Act.
21.26
No Material Misstatements
No information or financial statement furnished by or on behalf of any member of the Bank Group or the Parent to the Facility Agent or any Lender in connection with the negotiation of any Relevant Finance Document or included therein or delivered pursuant thereto contained, contains or will contain any material misstatement of fact or omitted, omits or will omit to state any material fact necessary to make the statements therein, taken as a whole and in the light of the circumstances under which they were, are or will be made, not misleading, in each case as at the date of the document containing such information or the date of such financial statement; provided that, to the extent any such information or financial statement was based on or constitutes a forecast or projection, each member of the Bank Group and the Parent represents only that it acted in good faith and utilized assumptions believed to be reasonable at the time in the preparation of such information or financial statement, it being understood that such forecasts and projections may vary from actual results and that such variances may be material.
21.27
Solvency
On the Signing Date, and immediately following the making of each Advance and the issuance of each Documentary Credit, and after giving effect to the application of the proceeds of each Advance and Documentary Credit, and after taking into account all rights of indemnity, subrogation and contributions available to the US Obligors under the terms of the Relevant Finance Documents and applicable law, (a) the fair value of the assets of each US Obligor, at a fair valuation, will exceed its debts and other liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each US Obligor will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each US Obligor will be able to pay its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; and (d) each US Obligor will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Signing Date.
21.28
Sanctions
No Obligor or any of its respective subsidiaries or any other member of the Bank Group, to the best knowledge of the Borrowers and the Obligors, any director, officer, agent, employee or other person acting on behalf of any member of a Borrower and/or any Obligor or any other member of the Bank Group or any of their respective subsidiaries has caused the Company or any Obligor or any other member of the Bank Group or any

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of their respective subsidiaries to be in violation of any applicable law, directive, national statute or administrative regulation relating to money-laundering, unlawful financial activities or unlawful use or appropriation of corporate funds including economic or financial sanctions or trade embargoes imposed by the US (including those administered by the Office of Foreign Assets Control of the US Department of Treasury (“ OFAC ”) or equivalent European Union measure).
21.29
Pension Plans
(a)
Each UK DB Scheme has been valued by an actuary appointed by the trustees of such plan in all material respects in accordance with all laws applicable to it and using actuarial assumptions and recommendations complying with statutory requirements or approved by the actuary and since the most recent valuation the relevant employers have paid contributions to the plan in accordance with the schedule of contributions in force from time to time in relation to the plan, in the case of each of the foregoing, save to the extent that any failure to do so would not reasonably be expected to have a Material Adverse Effect.
(b)
Neither it nor any ERISA Affiliate has, at any time, maintained or contributed to, and is not obliged to maintain or contribute to, any Plan that is subject to Title IV or Section 302 of ERISA and/or Section 412 of the Code or any Multiemployer Plan.
21.30
Times for making representations and warranties
(a)
The representations and warranties set out in this Clause 21 ( Representations and warranties ) are made by each Obligor, the Company (as applicable) and the Parent regarding itself (other than those contained in Clauses 21.9 ( Accounts ), 21.10 ( Financial condition ) and Clause 21.14 ( Tax liabilities ) which shall only be made by the Company) on the Signing Date and the representations and warranties set out in Clauses 21.2 ( Status ), 21.3 ( Powers and authority ), 21.4 ( Legal validity ), 21.9 ( Accounts ), 21.20 ( Margin stock ), 21.23 ( No Immunity ) and 21.24 ( Centre of Main Interests ) are deemed to be made again by each relevant Obligor, the Company (as applicable) or the Parent, as applicable on the date of each Utilisation Request, the first day of each Interest Period and on each Utilisation Date with reference to the facts and circumstances then existing and the representations and warranties set out in Clause 21.27 ( Solvency ) are deemed to be made by the US Obligors on the dates set out in that clause with reference to the facts and circumstances then existing.
(b)
The representations and warranties set out in this Clause 21 ( Representations and warranties ) (except Clauses 21.9 ( Accounts ), 21.10 ( Financial condition ), 21.17 ( Bank Group structure ) and 21.22 ( Claims Pari Passu )) are repeated by each Acceding Obligor with respect to itself on the date of the Obligor Accession

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Agreement relating to that Acceding Obligor, with reference to the facts and circumstances then subsisting.
22.
FINANCIAL COVENANT
22.1
Financial definitions
In this Clause 22 ( Financial Covenant ):
“ Annualised EBITDA ” means:
(a)
for the purposes of the definition of Permitted Acquisition, Clause 23.11 ( Disposals ) and Clause 12.2 ( Mandatory prepayment from disposal proceeds ) in respect of any person, in respect of any six month period, two times EBITDA of that person (calculated on a consolidated basis) for that period; and
(b)
for all other purposes, in respect of any Ratio Period, two times EBITDA of the Bank Group for that Ratio Period.
“ EBITDA ” means, in relation to any Ratio Period, operating income (expense) plus:
(a)
depreciation;
(b)
amortisation;
(c)
non-cash stock compensation expenses;
(d)
other non-cash impairment charges;
(e)
one off reorganisation or restructuring charges;
(f)
direct acquisition costs, losses (gains) on the sale of operating assets;
(g)
accrued Management Fees (whether paid or not paid);
(h)
(at the Company’s option) non-cash charges;
(i)
(at the Company’s option) any stock based compensation expenses;
(j)
(at the Company’s option) direct or related acquisition, disposal, recapitalisation, debt incurrence or equity offering costs;
(k)
(at the Company’s option) any non-recurring, exceptional, extraordinary, one-off or unusual items (including one-off reorganisation and restructuring charges);
(l)
(at the Company’s option) the effects of adjustments pursuant to Relevant Accounting Principles attributable to the application of recapitalisation

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accounting or acquisition accounting, as the case may be , in relation to any consummated merger or acquisition or joint venture investment or the amortisation or write-off or write-down of amounts thereof, net of taxes;
(m)
(at the Company’s option) Holding Company Expenses paid to the extent that they were permitted to be paid under this Agreement for such Ratio Period;
(n)
(at the Company’s option) Specified Legal Expenses;
(o)
(at the Company’s option) the amount of loss on sale of assets or transfer of any assets in connection with an asset securitisation programme receivables factoring transaction or other receivables transaction;
(p)
(at the Company’s option) any net earnings or losses attributable to non-controlling interests;
(q)
(at the Company’s option) any share of income or loss on equity investments;
(r)
(at the Company’s option) any deferred financing costs written off and premiums paid to extinguish debt early;
(s)
(at the Company’s option) any unrealised gains or losses in respect of hedging;
(t)
(at the Company’s option) tangible or intangible asset impairment charges;
(u)
(at the Company’s option) capitalised interest on Subordinated Funding;
(v)
(at the Company’s option) accruals and reserves established or adjusted within twelve months after the closing date of any acquisition required to be established or adjusted in accordance with the Relevant Accounting Principles;
(w)
(at the Company’s option) any expense to the extent covered by insurance or indemnity and actually reimbursed;
(x)
(at the Company’s option) any realised and unrealised gains and losses due to changes in the fair value of equity investments;
(y)
(at the Company’s option) realised gains (losses) (to the extent not already included) arising at maturity or on termination of forward foreign exchange and other currency hedging contracts entered into with respect to operational cash flows;
(z)
(at the Company’s option) any up-front installation fees associated with commercial contract installations completed during such Ratio Period (less any portion of such fees included in earnings);

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(aa)
(at the Company’s option) earn out payments to the extent such payments are treated as capital payments under the Relevant Accounting Principles;
(bb)
(at the Company’s option) any fees or other amounts charged or credited to the Company’s and the guarantors related to Intra-Group Services may be excluded to the extent such fees or other amounts:
(i)
are not included in the Company’s externally reported operating cash flow or equivalent measure; or
(ii)
are deemed to be exceptional or unusual item; and
(cc)
to the extent not already included in operating income, the amount received from business interruption insurance and reimbursements of any expenses covered by indemnification or other reimbursement in connection with a Permitted Acquisition, any investment or any Permitted Disposal,
as reflected in the pro forma statement of operations identified as such in the financial statements delivered to the Facility Agent pursuant to Clause 23.2(a)(ii) ( Financial information ) and all as determined in accordance with the Relevant Accounting Principles and as shown in the relevant financial statements prepared and delivered to the Facility Agent pursuant to Clause 23.2 ( Financial information ).
“ Interest ” means:
(a)
interest and amounts in the nature of interest (including without limitation, the interest element of finance leases) accrued;
(b)
discounts suffered and repayment premiums payable in respect of Financial Indebtedness (other than repayment premiums in respect of the High Yield Notes and Senior Secured Notes), in each case to the extent that the applicable Relevant Accounting Principles require that such discounts and premiums be treated as or in like manner to interest;
(c)
discount fees and acceptance fees payable or deducted in respect of any Financial Indebtedness (including all commissions payable in connection with any letters of credit); and
(d)
any net payment (or, if appropriate in the context, receipt) under any interest rate hedging agreement or instrument (including without limitation under the Hedging Agreements), taking into account any premiums payable.
“ Ratio Period ” means each period of approximately six months covering two quarterly Accounting Periods of the Bank Group ending on each date to which each set of financial

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statements required to be delivered under Clause 23.2 ( Financial information ) are prepared.
“ Senior Debt ” means, at any time (without double counting and as would be set forth in accordance with the Relevant Accounting Principles on the balance sheet of the Bank Group prepared and delivered to the Facility Agent pursuant to Clauses 23.2(a)(ii) and (iii) ( Financial information ) the aggregate principal, capital or nominal amounts (including any Interest capitalised as principal) of Financial Indebtedness of any member of the Bank Group (including, without limitation, Financial Indebtedness arising under or pursuant to the Relevant Finance Documents) excluding :
(a)
any Financial Indebtedness of any member of the Bank Group to another member of the Bank Group (including contingent obligations) or under any Subordinated Funding, to the extent not prohibited under this Agreement;
(b)
any Financial Indebtedness arising by reason only of mark to market fluctuations in respect of interest rate and foreign exchange hedging arrangements since the original date on which such hedging arrangements were consummated;
(c)
any Financial Indebtedness referred to in Clauses 23.13(b)(viii), 23.13(b)(xii), 23.13(b)(xiii) and 23.13(b)(xvii) ( 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) only and to the extent outstanding as at the relevant time, Clause 23.13(b)(ix) ( Restrictions on Financial Indebtedness );
(d)
any Financial Indebtedness up to a maximum amount equal to the Revolving Facility Excluded Amount (or its equivalent in other currencies) at the relevant time incurred under the Revolving Facility or under any Additional Facility that is a revolving credit facility; and
(e)
any Financial Indebtedness which is a contingent obligation.
“ Senior Net Debt ” means, at any time, Senior Debt less Cash of the Bank Group.
“ Specified Legal Expenses ” means, to the extent not constituting an extraordinary, non-recurring or unusual loss, charge or expense, all attorneys’ and experts’ fees and expenses and all other costs, liabilities (including all damages, penalties, fines and indemnification and settlement payments) and expenses paid or payable in connection with any threatened, pending, completed or future claim, demand, action, suit, proceeding, inquiry or investigation (whether civil, criminal, administrative, governmental or investigative).
“ Total Debt ” means at any time (without double counting and as would be set forth in accordance with the Relevant Accounting Principles on the balance sheet of the Bank Group prepared and delivered to the Facility Agent pursuant to Clauses 23.2(a)(ii)

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( Financial information )) the aggregate principal, capital or nominal amounts (including any Interest capitalised as principal) of Financial Indebtedness of any member of the Bank Group (including, without limitation, Financial Indebtedness arising under or pursuant to the Relevant Finance Documents), excluding:
(a)
any Financial Indebtedness of any member of the Bank Group to another member of the Bank Group (including contingent obligations) or under any Subordinated Funding, to the extent not prohibited under this Agreement;
(b)
any Financial Indebtedness arising by reason only of mark to market fluctuations in respect of interest rate and foreign exchange hedging arrangements since the original date on which such hedging arrangements were consummated;
(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, for a period of six months following the date of completion of an acquisition referred to in Clause 23.13(b)(xi) only and to the extent outstanding as at the relevant time, Clause 23.13(b)(xi) ( Restrictions on Financial Indebtedness );
(d)
any Financial Indebtedness up to a maximum amount equal to the Revolving Facility Excluded Amount (or its equivalent in other currencies) at the relevant time incurred under the Revolving Facility or under any Additional Facility that is a revolving credit facility; and
(e)
any Financial Indebtedness which is a contingent obligation,
plus any Parent Debt outstanding from time to time (excluding any Financial Indebtedness arising by reason only of mark to market fluctuations in respect of interest rate and foreign exchange hedging arrangements since the original date on which such hedging arrangements were consummated).
“ Total Net Debt ” means, at any time, Total Debt less Cash of the Bank Group and the Parent or any other issuer of Parent Debt.
22.2
Financial Ratio
Subject to Clause 26.5 ( Cross default ) and Clause 42.5(c) ( Technical and Operational Amendments ), in the event that on the last day of a Ratio Period the aggregate of the Revolving Facility Outstandings and any Additional Facility Outstandings in relation to an Additional Facility that is a revolving facility and the net indebtedness outstanding under each Ancillary Facility exceed an amount equal to 33 ⅓ per cent. of the aggregate of the Revolving Facility Commitments and any Additional Facility Commitments in relation to an Additional Facility that is a revolving facility and each Ancillary Facility Commitment, the Company shall procure that the ratio of Total Net Debt to Annualised

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EBITDA on that day shall not exceed 5.50:1 unless otherwise agreed in writing by the Composite Revolving Facility Instructing Group and the Company.
22.3
Calculations
Senior Net Debt or Total Net Debt for any Ratio Period will be calculated by reference to the relevant financial statements required to be delivered under Clause 23.2 ( Financial information ).
22.4
Cure provisions
(a)
The Company may cure a breach of the financial ratio set out in Clause 22.2 ( Financial Ratio ) by procuring that additional equity is injected into the Bank Group by one or more Restricted Persons and/or additional Subordinated Funding are/is provided to the Bank Group in an aggregate amount equal to the amount which:
(i)
if it had been deducted from Total Net Debt (as applicable) for the Ratio Period in respect of which the breach arose, would have avoided the breach; or
(ii)
if it had been added to EBITDA for the Ratio Period in respect of which the breach arose, would have avoided the breach.
(b)
A cure under this Clause 22.4 ( Cure provisions ) will not be effective unless the required amount of additional equity or the proceeds of any Subordinated Funding is/are received by one or more members of the Bank Group within 15 Business Days of delivery of the financial statements delivered under Clause 23.2 ( Financial information ) which show that Clause 22.2 ( Financial Ratio ) has been breached.
(c)
No cure may be made under this Clause 22.4 ( Cure provisions ):
(i)
in respect of more than five Ratio Periods during the life of the Facilities; or
(ii)
in respect of consecutive Ratio Periods.
(d)
The Company shall be under no obligation to apply any equity injected or the proceeds of any Subordinated Funding into the Bank Group under paragraph (a) in prepayment of the Facilities and to the extent not applied such amount will be deemed to be deducted from Total Net Debt or added to EBITDA for the purposes of Clause 22.2 ( Financial Ratio ) (as applicable).

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(e)
For the purpose of ascertaining compliance with Clause 22.2 ( Financial Ratio ), the ratio set out in Clause 22.2 ( Financial Ratio ), will be tested or retested, as applicable, giving effect to the adjustment referred to in paragraph (d) above. If, after giving effect to the adjustment, the requirements of Clause 22.2 ( Financial Ratio ) are met, then the requirements under Clause 22.2 ( Financial Ratio ) shall be deemed to have been satisfied as at the relevant original date of determination.
22.5
Determinations
For the purpose of testing compliance with any ratios in this Agreement:
(a)
Financial Indebtedness of the Bank Group or the Parent and any other issuer of Parent Debt originally denominated in any currency other than Sterling that has been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into Sterling, will be taken into account at its Sterling equivalent using the effective exchange rate in the relevant foreign exchange hedging transactions;
(b)
subject to Clause 1.2 ( Accounting Expressions ), all the terms used above are to be calculated in accordance with the Relevant Accounting Principles;
(c)
notwithstanding paragraphs (a) and (b) above, Hedged Debt (as defined below) will be taken into account at its Sterling equivalent calculated using the same weighted average exchange rates for the relevant ratio period used in the profit and loss statements of the relevant accounts of the Bank Group or the Parent and any other issuer of Parent Debt for calculating the Sterling equivalent of EBITDA denominated in the same currency as the currency in which that Hedged Debt is denominated or into which it has been swapped, as described below:
“ Hedged Debt ” means:
(i)
Financial Indebtedness of the Bank Group or the Parent or any other issuer of Parent Debt originally denominated in any currency other than Sterling in which any member of the Bank Group or the Parent or any other issuer of Parent Debt earns EBITDA (a functional currency) and that has not been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into Sterling; and
(ii)
Financial Indebtedness of the Bank Group or the Parent or any other issuer of Parent Debt that has been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into a functional currency; and

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(d)
if there is a dispute as to any interpretation of or computation for Clause 22.1 ( Financial definitions ), the interpretation or computation of the Auditors shall prevail.
22.6
Pro forma calculations
For the purposes of testing compliance with the financial ratio set out in this Clause 22 ( Financial Covenant ) and any other ratio in this Agreement:
(a)
the calculations shall be determined in good faith by a responsible financial or accounting officer of the Bank Group and shall be made on a pro forma basis giving effect to all material acquisitions and disposals made by the Bank Group (including in respect of anticipated expense and cost reductions) and including as a result of, or that would result from, any actions taken, committed to be taken or with respect to which substantial steps have been taken, by the Company or any other member of the Bank Group in connection with any cost reduction synergies or cost savings plan or program or in connection with any transaction, investment, acquisition, disposition, restructuring, corporate reorganization or otherwise (regardless of whether such cost reduction synergies and cost savings plans or programs could then be reflected in pro forma financial statements to the extent prepared);
(b)
unless otherwise specified in this Agreement, all references to Annualised EBITDA shall be for the most recent Ratio Period for which financial statements have been delivered to the Facility Agent under this Agreement;
(c)
EBITDA for the relevant period will be calculated after giving pro forma effect thereto as if such transaction, investment, acquisition, disposition, restructuring, corporate reorganization or otherwise occurred on the first day of such period; and
(d)
interest on any indebtedness that bears interest at a floating rate and that is being given pro forma effect shall be calculated as if the rate in effect on the date of calculation had been applicable for the entire period (taking into account any hedging in respect of such indebtedness).
23.
UNDERTAKINGS
23.1
Duration
The undertakings in this Clause 23 ( Undertakings ) will remain in force from the Signing Date for so long as any amount is or may be outstanding under any Relevant Finance Document or any Commitment is in force.
23.2
Financial information

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(a)
The Company shall provide to the Facility Agent in sufficient copies for all the Lenders the following financial information relating to the Reporting Entity or the Bank Group, as the case may be (provided however, that to the extent any reports are filed on the SEC’s website or the Company’s website, such reports shall be deemed supplied to the Facility Agent in sufficient copies for all the Lenders):
(i)
as soon as they become available but in any event within 150 days after the end of each of the Reporting Entity’s financial years, the audited consolidated financial statements for such financial year for the Reporting Entity; and
(ii)
as soon as they become available but in any event within 60 days after the end of each of the first three Financial Quarters of each financial year (and within 150 days after the end of the last Financial Quarter), the unaudited balance sheet, statement of cash flows and statement of operations for such Financial Quarter in respect of the Reporting Entity with such adjustments as may be necessary to include the balance sheet, statement of cash flows and statement of operations of members of the Bank Group that are not Subsidiaries of the Reporting Entity.
(b)
Together with any financial statements provided in accordance with paragraph (a) above, the Company shall provide to the Facility Agent a certificate signed by an authorised signatory of the Reporting Entity:
(i)
confirming that no Default is outstanding or if a Default is outstanding, specifying the Default and the steps, if any, being taken to remedy it;
(ii)
if as at the last day of the Ratio Period ending on or immediately prior to the date of such financial statements the aggregate of the Revolving Facility Outstandings and any Additional Facility Outstandings in relation to an Additional Facility that is a revolving facility and the net indebtedness outstanding under each Ancillary Facility exceeds an amount equal to 33⅓ per cent. of the aggregate of the Revolving Facility Commitments and any Additional Facility Commitments in relation to an Additional Facility that is a revolving facility and each Ancillary Facility Commitment, setting out in reasonable detail computations establishing as at the date of such financial statements, compliance (or detailing any non-compliance) with the financial ratio set out in Clause 22.2 ( Financial Ratio ) and showing figures representing the actual financial ratio then in effect, together with a schedule containing the components and amounts of Parent Debt; and
(iii)
certifying compliance with Clause 23.12(a) ( Acquisitions and mergers ).

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(c)
Without prejudice to Clause 23.4 ( Change in Accounting Practices ) the financial information delivered pursuant to paragraphs (a)(ii) and (a)(iii) above shall be prepared in good faith using the same methodologies applied in preparing the audited consolidated financial statements of the Reporting Entity delivered to the Facility Agent pursuant to paragraph (a)(i) above.
(d)
If at any time the Company is not the Reporting Entity, the Company shall provide to the Facility Agent, together with the financial statements delivered under paragraph (a) above, in sufficient copies for all the Lenders, the Bank Group Reconciliation for the relevant Accounting Period (provided however, that to the extent the Bank Group Reconciliation for the relevant Accounting Period is filed on the SEC’s website or the Company’s website, such Bank Group Reconciliation shall be deemed supplied to the Facility Agent in sufficient copies for all the Lenders).
(e)
Any financial statements provided to the Facility Agent pursuant to this Agreement shall be provided together with the accounts of any Permitted Affiliate Parent and any of its Subsidiaries that are members of the Bank Group on a combined basis.
23.3
Information – Miscellaneous
The Company shall supply promptly or procure that there shall be supplied (both in hard copy and in electronic form) promptly to the Facility Agent:
(a)
all notices, reports or other documents despatched by or on behalf of any Obligor to its creditors generally in relation to it or any of its Subsidiaries;
(b)
a copy of any material report or other notice, statement or circular, sent or delivered by any member of the Bank Group whose shares are pledged to the Security Trustee pursuant to any Security Document to any person in its capacity as shareholder of such member of the Bank Group, which materially adversely affects the interest of the Relevant Finance Parties under such Security Document; and
(c)
such other material information regarding the Bank Group and which is in the possession or control of any member of the Bank Group as the Facility Agent may from time to time reasonably request.
23.4
Change in Accounting Practices
(a)
The Company may elect to apply for all purposes of this Agreement, in lieu of GAAP, IFRS. Thereafter, the Company may re-elect to apply for all purposes of this Agreement, in lieu of IFRS, GAAP.

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(b)
Subject to the provisions of this Clause 23.4 ( Change in Accounting Practices ), after any such election in accordance with paragraph (a) above all:
(i)
accounting expressions not otherwise defined in this Agreement shall be construed in accordance with; and
(ii)
ratios, computations, and other determinations based on GAAP contained in this Agreement shall be computed in conformity with,
at the Company’s election, IFRS or GAAP.
(c)
The Company shall ensure that each set of financial information delivered to the Facility Agent pursuant to Clause 23.2(a) ( Financial information ) is prepared using accounting policies, practices and procedures consistent with that applied in the preparation of the Original Financial Statements, unless in relation to any such set of financial information, the Company elects to notify the Facility Agent that there have been one or more changes in any such accounting policies, practices or procedures (including, without limitation, any change in the basis upon which costs are capitalised or any changes resulting from the Company’s decision at any time to adopt GAAP or IFRS) and:
(i)
in respect of any change in the basis upon which the information required to be delivered pursuant to Clause 23.2 ( Financial information ) is prepared, the Company provides either a statement (providing reasonable detail) confirming the changes would have no material effect on the operation of the ratio set out in Clause 22.2 ( Financial Ratio ) and/or any other ratio set out in this Agreement or:
(A)
a description of the changes and the adjustments which would be required to be made to that financial information in order to cause them to reflect the accounting policies, practices or procedures upon which the Original Financial Statements were prepared; and
(B)
sufficient information, in such detail and format as may be reasonably required by the Facility Agent, to enable the Lenders to make an accurate comparison between the financial positions indicated by that financial information and by the Original Financial Statements,
and any reference in this Agreement to that financial information shall be construed as a reference to that financial information as adjusted to reflect the basis upon which the Original Financial Statements were prepared;

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(ii)
in the event of any changes to such accounting policies, practices or procedures other than resulting from the Company’s decision to adopt IFRS, if the Company notifies the Facility Agent that it is no longer practicable to test compliance with the financial covenant set out in Clause 22 ( Financial Covenant ) and/or any other ratio set out in this Agreement against the financial information required to be delivered pursuant to this Clause 23 ( Undertakings ) or that it wishes to cease preparing the additional information required by paragraph (a) above, in which case:
(A)
the Facility Agent and the Company shall enter into negotiations with a view to agreeing an alternative financial covenant and/or ratio to replace the ratio contained in Clause 22 ( Financial Covenant ) and/or any other ratio set out in this Agreement in order to maintain a consistent basis for such financial covenant or ratio (and for approval by the Instructing Group); and
(B)
if the Facility Agent and the Company agree alternative financial covenant to replace those contained in Clause 22 ( Financial Covenant ) and/or any other ratio set out in this Agreement which are acceptable to the Instructing Group, such alternative financial covenant shall be binding on all parties hereto; and
(C)
if, after three months following the date of the notice given to the Facility Agent pursuant to this paragraph (c), the Facility Agent and the Company cannot agree an alternative financial covenant/and or other ratio set out in this Agreement which are acceptable to the Instructing Group, the Facility Agent shall refer the matter to any of the auditors as may be agreed between the Company and the Facility Agent for determination of the adjustments required to be made to such financial information or the calculation of such ratios to take account of such change, such determination to be binding on the parties hereto, provided that pending such determination (but not thereafter) the Company shall continue to prepare financial information and calculate such financial covenant in accordance with paragraph (i) above; or
(iii)
in the event of any changes to such accounting policies, practices or procedures resulting from the Company’s decision to adopt IFRS, if the Company notifies the Facility Agent that it is no longer practicable to test compliance with the financial covenant set out in Clause 22 ( Financial Covenant ) and/or any other ratio set out in this Agreement against the financial information required to be delivered pursuant to this Clause 23

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( Undertakings ) or that it wishes to cease preparing the additional information required by paragraph (i) above, in which case:
(A)
the Company shall provide the Facility Agent with a revised (1) financial covenant ratio level to replace that contained in Clause 22.2 ( Financial Ratio ) and/or a revised ratio to replace that set out in any other provision of this Agreement (the “ Revised Ratios ”) and (2) financial covenant definitions to replace those contained in Clause 22.1 ( Financial definitions ) (the “ Revised Definitions ”), in each case resulting from the adoption of IFRS by the Company and that are substantially equivalent to the financial covenant ratio levels and definitions in existence at such time on the basis of GAAP, as confirmed by a report of a reputable accounting firm; and
(B)
the Revised Ratios and Revised Definitions shall become effective, and this Agreement be amended accordingly to reflect such amendments without any further consents from any Lender, if the Facility Agent (acting on the instructions of the Instructing Group) has not objected (acting reasonably) to the implementation of the Revised Ratios and Revised Definitions within 60 days after receipt thereof provided that, if at any time after the Company has adopted IFRS, it then elects to adopt GAAP, this Agreement shall, immediately upon such election, be amended to reflect such amendments without any further consents by any Relevant Finance Party to implement a deletion of the Revised Ratios and Revised Definitions and to reinstate the financial covenant ratio level contained in Clause 22.2 ( Financial Ratio ) and/or any other ratio set out in any other provision of this Agreement and the financial covenant definitions contained in Clause 22 ( Financial definitions ), in each case, as at the First Effective Date (updated to reflect any other amendments made since the First Effective Date) subject to any amendments in accordance with paragraphs (i) and (ii) above and provided that the reconciliation required under paragraph (i) above is also provided by the Company,
provided that if the Company wishes to cease preparing additional information in the form of a statement (providing reasonable detail) confirming the changes would have no material effect on the operation of the ratio set out in Clause 22.2 ( Financial ratio ) and/or any other ratio set out in this Agreement for each set of financial information (the “ Statement ”), the Company may provide the Facility Agent with a

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confirmation in writing that (i) the ratio set out in Clause 22.2 ( Financial ratio ) and/or any other ratio set out in this Agreement can be tested on a substantially equivalent basis or (ii) that there would be no material effect on the operation of the ratio set out in Clause 22.2 ( Financial ratio ) and/or any other ratio set out in this Agreement, following the adoption of IFRS or GAAP (as applicable) without the need for any amendments to such ratios or the financial definitions set out in Clause 22 ( Financial definitions ) and if the Facility Agent (acting on the instructions of the Instructing Group) has not objected (acting reasonably) within 60 days of the date of such confirmation, the Company will no longer have to provide the Statement for each set of financial information.
23.5
Notification of Default and inspection rights
(a)
Each Obligor shall notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of it (unless that Obligor is aware that such a notification has already been provided by another Obligor).
(b)
Each Obligor shall, if required by the Facility Agent (acting on the instructions of the Instructing Group), at any time whilst an Event of Default is continuing or the Facility Agent has reasonable grounds to believe that an Event of Default may exist and at other times if the Facility Agent has reasonable grounds for such request, permit representatives of the Facility Agent upon reasonable prior written notice to the Company to:
(i)
visit and inspect the properties of any member of the Bank Group during normal business hours;
(ii)
inspect its books and records other than records which the relevant member of the Bank Group is prohibited by law, regulation or contract from disclosing to the Facility Agent; and
(iii)
discuss with its principal officers and Auditors its business, assets, liabilities, financial position, results of operations and business prospects provided that (A) any such discussion with the Auditors shall only be on the basis of the audited financial statements of the Bank Group and any compliance certificates issued by the Auditors and (B) representatives of the Company shall be entitled to be present at any such discussion with the Auditors.
(c)
Any Obligor must promptly upon becoming aware of it notify the Facility Agent of:
(i)
any Reportable Event;

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(ii)
the termination of or withdrawal from, or any circumstances reasonably likely to result in the termination of or withdrawal from, any Plan subject to Title IV of ERISA; and
(iii)
material non-compliance with any law or regulation relating to any Plan which would or is reasonably likely to have a Material Adverse Effect.
23.6
Authorisations
Each Obligor will, and will procure that each of its Subsidiaries which is a member of the Bank Group will:
(a)
obtain or cause to be obtained, maintain and comply with the terms of:
(i)
every material consent, authorisation, licence or approval of, or filing or registration with or declaration to, governmental or public bodies or authorities or courts; and
(ii)
every material notarisation, filing, recording, registration or enrolment in any court or public office,
in each case required under any law or regulation to enable it to perform its obligations under, or for the validity, enforceability or admissibility in evidence of the Relevant Finance Document to which it is a party; and
(b)
obtain or cause to be obtained every Necessary Authorisation and the Licences and ensure that (i) none of the Necessary Authorisations or Licences is revoked, cancelled, suspended, withdrawn, terminated, expires and is not renewed or otherwise ceases to be in full force and effect and (ii) no Necessary Authorisation or Licence is modified and no member of the Bank Group commits any breach of the terms or conditions of any Necessary Authorisation or Licence which, in each case, would or is reasonably likely to have a Material Adverse Effect.
23.7
Pari passu ranking
Each Obligor will procure that its payment obligations under the Relevant Finance Documents do and will rank at least pari passu with all the claims of its other present and future unsecured and unsubordinated creditors (save for those obligations mandatorily preferred by applicable law applying to companies generally).
23.8
Negative pledge
(a)
Each Obligor will not permit (and the Company shall procure that no member of the Bank Group shall permit) any Security Interest (other than the Permitted Security Interests) by any member of the Bank Group to subsist, arise or be

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created or extended over all or any part of their respective present or future undertakings, assets, rights or revenues to secure or prefer any present or future indebtedness of any member of the Bank Group or any other person.
(b)
“ Permitted Security Interest ” means any Security Interest:
(i)
arising hereunder or under any Finance Document or in respect of liabilities under any Hedging Agreements entered into in connection with the High Yield Notes or High Yield Refinancing;
(ii)
which is an Existing Security Interest set out in Part 1 of Schedule 11 ( Existing Security Interests ) provided that the principal amount secured thereby may not be increased unless any Security Interest in respect of such increased amount would be permitted under another paragraph of this Clause 23.8 ( Negative pledge );
(iii)
which arises by operation of Law or by a contract having a similar effect or under an escrow arrangement required by a trading counterparty of any member of the Bank Group and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Group;
(iv)
which is created by any member of the Bank Group in substitution for any Existing Security Interest referred to in paragraph (ii) above, provided that the principal amount secured thereby may not be increased unless any Security Interest in respect of such increased amount would be permitted under another paragraph of this Clause 23.8 ( Negative pledge );
(v)
which is a lien arising in the ordinary course of business by operation of law or by way of contract which secures indebtedness under any agreement for the supply of goods or services in respect of which payment is not deferred for more than 180 days (or 360 days if such deferral is in accordance with the terms pursuant to which the relevant goods were acquired or services were provided) after the relevant goods were or are to be acquired or the relevant services were or are to be supplied, or after the relevant invoice date;
(vi)
imposed by any taxation or governmental authority in respect of amounts which are being contested in good faith and not yet payable and for which adequate reserves have been set aside in the accounts of the member of the Bank Group in respect of the same in accordance with the Relevant Accounting Principles;

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(vii)
which arises in respect of any right of set-off, netting arrangement, title transfer or title retention arrangements which:
(A)
arises in the ordinary course of business and/or by operation of law;
(B)
is entered into by any member of the Bank Group in the normal course of its banking arrangements for the purpose of netting debit and credit balances on bank accounts of members of the Bank Group operated on a net balance basis;
(C)
arises in respect of netting or set off arrangements contained in any Hedging Agreement or other contract permitted under Clause 23.25 ( Hedging );
(D)
is entered into by any member of the Bank Group on terms which are generally no worse than the counterparty’s standard or usual terms and entered into in the ordinary course of business of the relevant member of the Bank Group;
(viii)
which is a retention of title arrangement with respect to customer premises equipment in favour of a supplier (or its Affiliate); provided that the title is only retained to individual items of customer premises equipment in respect of which the purchase price has not been paid in full;
(ix)
granted by a member of the Bank Group over its shareholding in any of its Subsidiaries which is not itself a member of the Bank Group;
(x)
arising from any Finance Leases, sale and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 23.13 ( Restrictions on Financial Indebtedness );
(xi)
over or affecting any asset acquired by a member of the Bank Group after the date of this Agreement and subject to which such asset is acquired, if:
(A)
such Security Interest was not created in contemplation of the acquisition of such asset by a member of the Bank Group; and
(B)
the Financial Indebtedness secured thereby is Financial Indebtedness of, or is assumed by, the relevant acquiring member of the Bank Group, is Financial Indebtedness which at all times falls within Clauses 23.13(b)(xi) or 23.13(b)(xviii) ( Restrictions on Financial Indebtedness ) and the amount of Financial Indebtedness so secured is not increased at any time;

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(xii)
over or affecting any asset of any company which becomes a member of the Bank Group after the date of this Agreement, where such Security Interest is created prior to the date on which such company becomes a member of the Bank Group, if:
(A)
such Security Interest was not created in contemplation of the acquisition of such company; and
(B)
to the extent not repaid by close of business on the date upon which such company became a member of the Bank Group, the Financial Indebtedness secured by such Security Interest at all times falls within Clause 23.13(b)(xi) or 23.13(b)(xviii) ( Restrictions on Financial Indebtedness );
(xiii)
over any property or other assets to satisfy any pension plan contribution liabilities provided that the aggregate value of any such property or other assets, when taken together with the aggregate amount utilised under the basket in Clause 23.11(b)(xv) ( Disposals ), shall not exceed £100,000,000 at any time;
(xiv)
constituted by a rent deposit deed entered into on arm’s length commercial terms and in the ordinary course of business securing the obligations of a member of the Bank Group in relation to property leased to a member of the Bank Group;
(xv)
which is granted over the shares of, Indebtedness owed by or other interests held in, or over the assets (including, without limitation, present or future revenues), attributable to a Project Company, a Bank Group Excluded Subsidiary or a Permitted Joint Venture;
(xvi)
over cash deposited as security for the obligations of a member of the Bank Group in respect of a performance bond, guarantee, standby letter of credit or similar facility entered into in the ordinary course of business of the Bank Group;
(xvii)
in respect of any Permitted Transaction;
(xviii)
which is created by any member of the Bank Group in substitution for any Security Interest under any existing Security Document, provided that the principal amount secured thereby may not be increased unless any Security Interest in respect of such increased amount would be permitted under another paragraph of this Clause 23.8 ( Negative pledge );

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(xix)
securing any Financial Indebtedness on a pari passu or junior ranking basis with respect to any part of the Facilities, provided that:
(A)
the ratio of Senior Net Debt to Annualised EBITDA (giving effect to any such Financial Indebtedness and the use of proceeds thereof) would be equal to, or less than, 4.50:1.00 (rounded to the second decimal number), provided that this limitation shall not apply to any Financial Indebtedness the proceeds of which are used to refinance (1) the Facilities (including any Additional Facility), (2) any Senior Secured Notes or (3) any other Financial Indebtedness which is secured by assets that are subject to the Security; and
(B)
any such Financial Indebtedness ranking pari passu with the Facilities outstanding on the Signing Date or any Financial Indebtedness that would have ranked pari passu with (1) the Facilities outstanding on the Signing Date is subject to the Group Intercreditor Agreement and the HYD Intercreditor Agreement and (2) any such Financial Indebtedness which is secured on a junior ranking basis over assets subject to the Security, such junior ranking security shall be granted on terms where the rights of the relevant mortgagee, chargee or other beneficiary of such security in respect of any payment will be subordinated to the rights of the Relevant Finance Parties under an intercreditor agreement (providing for contractual subordination on terms comparable to the Loan Market Association’s form of intercreditor agreement at such time for mezzanine debt) and, in each case, the Relevant Finance Parties agree to execute such intercreditor agreement as soon as practicable following request from the Company; or
(xx)
created with the prior written consent of the Instructing Group;
(xxi)
arising under agreements entered into in the ordinary course of business relating to (A) network leases or (B) the leasing of (1) building; (2) cars; and (3) other operational equipment;
(xxii)
securing:
(A)
proceeds from the offering of any debt securities or other Financial Indebtedness (and accrued interest thereon) paid into escrow accounts with an independent escrow agent on the date of the applicable offering or incurrence pursuant to escrow arrangements that permit the release of amounts on deposit in such escrow accounts upon satisfaction of certain conditions or

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the occurrence of certain events for the benefit of the related holders of debt securities or other Financial Indebtedness (or the underwriters or arrangers thereof); or
(B)
cash set aside at the time of the incurrence of any Financial Indebtedness or government securities purchased with such cash, in either case, to the extent such cash or government securities prefund the payment of interest on such Financial Indebtedness and are held in escrow accounts or similar arrangement to be applied for such purpose;
(xxiii)
created to secure any Financial Indebtedness on a second lien ranking basis provided that:
(A)
(other than in the case of a refinancing of other secured Financial Indebtedness in the same or a lesser principal amount) the Total Net Debt to Annualised EBITDA ratio would not be greater than 5.50:1; and
(B)
such Financial Indebtedness is subject to intercreditor arrangements on terms satisfactory to the Facility Agent and the Security Trustee (in each case, acting reasonably) and, where the rights of the holders of such Financial Indebtedness will be contractually subordinated to the rights of the Lenders, on terms comparable to the intercreditor agreement precedent most recently entered into by an Affiliate of the Company prior to the incurrence of such Financial Indebtedness which provides for a second lien financing (as amended from time to time) with such adjustments and amendments as agreed between the Company, the Security Trustee and the Facility Agent (acting reasonably in each case);
(xxiv)
over cash deposits or other Security Interests constituting or for the purpose of securing Limited Recourse;
(xxv)
consisting of any right of set-off granted to any financial institution acting as a lockbox bank in connection with any asset securitisation programme or one or more receivables factoring transactions;
(xxvi)
for the purpose of perfecting the ownership interests of a purchaser of receivables and related assets pursuant to any asset securitisation programme or one or more receivables factoring transactions;
(xxvii)
on investments in Asset Securitisation Subsidiaries;

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(xxviii)
arising in connection with other sales of receivables permitted under the this Agreement without recourse to any member of the Bank Group; and
(xxix)
securing Financial Indebtedness the principal amount of which (when aggregated with the principal amount of any other Financial Indebtedness which has the benefit of a Security Interest other than as permitted pursuant to paragraphs (b)(i) to (b)(xx) above) does not exceed the greater of (A) £300,000,000 (or its equivalent in other currencies) and (B) two per cent. of Total Assets:
(A)
which may be secured on assets not subject to the Security; or
(B)
which may be secured on a junior ranking basis over assets subject to the Security provided that such junior ranking security shall be granted on terms where the rights of the relevant mortgagee, chargee or other beneficiary of such security in respect of any payment will be subordinated to the rights of the Relevant Finance Parties under an intercreditor arrangement (providing for contractual subordination on terms comparable to the Loan Market Association’s form of intercreditor agreement at such time for mezzanine debt) and provided further that each of the Relevant Finance Parties agrees to execute such intercreditor agreement as soon as practicable following request from the Company.
23.9
Business
No Obligor shall (and the Company shall procure that no member of the Bank Group shall), without the prior written consent of the Instructing Group or save as otherwise permitted by the terms of this Agreement, make any change in the nature of its business as carried on immediately prior to the date of this Agreement, which would give rise to a substantial change in the business of the Bank Group taken as a whole from that set forth in the definition of Business, provided that this Clause 23.9 ( Business ) shall not be breached by an Obligor or any member of the Bank Group making a disposal permitted by Clause 23.11 ( Disposals ), an acquisition or investment permitted by Clause 23.12 ( Acquisitions and mergers ) or entering into any Permitted Joint Venture.
23.10
Compliance with laws
Each Obligor will, and the Company will procure that each member of the Bank Group will, comply in all material respects with all applicable laws, rules, regulations and orders of any governmental authority, having jurisdiction over it or any of its assets, except where failure to comply therewith would not have or be reasonably likely to have a Material Adverse Effect.

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23.11
Disposals
(a)
Without the consent of the Instructing Group each Obligor will not and the Company will procure that no other member of the Bank Group will, sell, transfer, lend (subject to Clause 23.15 ( Loans and guarantees )) or otherwise dispose of or cease to exercise direct control over (each a disposal) any part of its present or future undertaking, assets, rights or revenues whether by one or a series of transactions related or not (other than Permitted Disposals).
(b)
As used herein a “ Permitted Disposal ” means:
(i)
any payment required to be made under the Relevant Finance Documents;
(ii)
any Permitted Transaction;
(iii)
disposals (including, for the avoidance of doubt, the outsourcing of activities that support or are incidental to the Business) on arm’s length commercial terms in the ordinary course of business;
(iv)
the disposal of property or other assets on bona fide arm’s length commercial terms in the ordinary course of business in consideration for, or to the extent that contractual arrangements are in place within 12 months of such disposals and the Net Proceeds of that disposal are applied within 18 months after such disposal in the acquisition of, property or other assets of a similar nature and approximately equal value to be used in the Business;
(v)
disposals of assets on bona fide arm’s length commercial terms where such assets are obsolete or no longer required for the purposes of the Business;
(vi)
the application of cash in payments (or any disposals of Cash Equivalent Investments or Marketable Securities) which are not otherwise restricted by the terms of this Agreement and the Security Documents including, for the avoidance of doubt, Permitted Acquisitions and Permitted Payments;
(vii)
disposals (or the payment of management, consultancy or similar fees):
(A)
by an Obligor to another Obligor; or
(B)
from a member of the Bank Group which is not an Obligor, to any member of the Group; or

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(C)
from an Obligor to another member of the Bank Group which is not an Obligor; or
(D)
by one member of the Bank Group to another member of the Bank Group provided that, if such assets subject to the disposal are subject to existing Security, the Company within 15 Business Days of such disposal is in compliance with the 80% Security Test as of the most recent prior Quarter Date after giving effect to the disposal;
(viii)
disposals of any interest in an Unrestricted Subsidiary;
(ix)
payment, transfer or other disposal of consideration for any Acquisition, merger or consolidation permitted by Clause 23.12 ( Acquisitions and mergers );
(x)
disposals of cash or cash equivalents constituting any distribution, dividend, transfer, loan or other transaction permitted by Clause 23.14 ( Restricted Payments );
(xi)
the grant of indefeasible rights of use or equivalent arrangements with respect to network capacity, communications, fibre capacity or conduit, in each case on arm’s length commercial terms or on terms that are fair and reasonable and in the best interests of the Bank Group;
(xii)
payment, transfer or other disposal between members of the Bank Group, constituting consideration or investment for or towards or in furtherance of any Acquisition, Permitted Acquisition, Permitted Joint Venture, merger or consolidation permitted by Clause 23.12 ( Acquisitions and mergers );
(xiii)
disposals of any interest in real or heritable property by way of a lease or licence granted by a member of the Bank Group to another member of the Bank Group;
(xiv)
disposals of any assets pursuant to the implementation of an Asset Passthrough or of any funds received pursuant to the implementation of a Funding Passthrough;
(xv)
disposals of any property or other assets to satisfy any pension plan contribution liabilities;
(xvi)
disposals of any accounts receivable on arms’ length commercial terms pursuant to an asset securitisation programme or one or more receivables factoring transactions provided that:

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(A)
such disposal is conducted on a non-recourse basis, except for recourse to:
(1)
the receivables which are the subject of such asset securitisation programme or receivables factoring transaction;
(2)
the debtor in respect of the Financial Indebtedness under that programme or transaction for the purpose of enforcing a security interest against it, so long as:
(I)
the recourse is limited to recoveries in respect of the receivables; and
(II)
the providers of the Financial Indebtedness under that programme or transaction do not have the right to take any steps towards its winding up or dissolution or the appointment of a liquidator, administrator, administrative receiver or similar officer (other than in respect of the receivables);
(3)
a member of the Wider Group to the extent of its shareholding or other interest in any Asset Securitisation Subsidiary; or
(4)
a member of the Wider Group under any form of assurance, undertaking or support, where recourse is limited to:
(I)
a claim for damages (not being liquidated damages or damages required to be calculated in a specified way) for breach of a warranty or undertaking;
(II)
a claim for breach of warranty relating to the receivables;
(III)
a claim for breach of undertaking relating to the management and/or collection of the receivables; or
(IV)
a claim for breach of representations, warranties, undertakings, guarantees of performance (excluding any recourse with respect to the collectability of any receivables or assets related to such receivables) and indemnities entered into

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by such member of the Wider Group or any seller which are reasonably customary in an accounts receivable transaction,
and, in each case, the obligation is not in any way a guarantee, indemnity or other assurance against financial loss or an obligation to ensure compliance by another with a financial ratio or other test of financial condition; and
(B)
the aggregate principal amount of all such securitisations or factoring transactions conducted in reliance on this paragraph (xvi) does not exceed the greater of:
(1)
£330,000,000 (or its equivalent in other currencies) at any time; and
(2)
three per cent. of Total Assets;
(xvii)
disposals of any shares or other interests in any Project Company, Bank Group Excluded Subsidiary or Joint Venture or the assignment of any Financial Indebtedness owed to a member of the Bank Group by a Project Company, Bank Group Excluded Subsidiary or Joint Venture;
(xviii)
disposals of accounts receivable which have remained due and owing from a third party for a period of more than 90 days and in respect of which the relevant member of the Bank Group has diligently pursued payment in the normal course of its business and where such disposal is on non-recourse terms to such member of the Bank Group;
(xix)
disposals of assets subject to finance or capital leases pursuant to the exercise of an option by the lessee under such finance or capital leases;
(xx)
disposals of assets in exchange for the receipt of assets of a similar or comparable value provided that:
(A)
to the extent that the assets being disposed of are subject to existing Security, the assets received following such exchange will be subject to the existing Security Documents, or will be made subject to Security (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of such disposal; and
(B)
where the aggregate net book value of all assets being exchanged in reliance on this paragraph (xx) exceeds £10,000,000 (or its

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equivalent in other currencies) in any Financial Quarter, there is delivered to the Facility Agent, within 30 days from the end of such Financial Quarter of the Bank Group, a certificate signed by an authorised signatory of the Company (given without personal liability) certifying that the assets received by such member of the Bank Group in reliance on this paragraph (xx) during such Financial Quarter are of a similar or comparable value to the assets disposed of by such member of the Bank Group;
(xxi)
disposals constituting the surrender of tax losses by any member of the Bank Group:
(A)
to any other member of the Bank Group;
(B)
to any other member of the Wider Group, where the surrendering company receives fair market value for such tax losses from the relevant recipient; or
(C)
in order to eliminate, satisfy or discharge any tax liability of a former member of the Wider Group which has been disposed of pursuant to a disposal permitted by the terms of this Agreement, to the extent that a member of the Bank Group would have a liability (in the form of an indemnification obligation or otherwise) to one or more persons in relation to such tax liability if not so eliminated, satisfied or discharged;
(xxii)
disposals of assets to and sharing assets with any person who is providing services related to such assets, the provision of which have been or are to be outsourced by the Company or any member of the Bank Group to such person;
(xxiii)
disposals of assets pursuant to sale and leaseback transactions (regardless of whether any such lease resulting from such a transaction constitutes an operating or a finance lease) where the aggregate fair market value of any assets disposed of in reliance on this paragraph (xxiii) does not exceed the greater of:
(A)
£150,000,000 (or its equivalent in other currencies); and
(B)
1.5 per cent. of Total Assets,
in any financial year and any disposals of assets pursuant to sale and leaseback transactions constituting Financial Indebtedness to the extent such Financial Indebtedness is permitted under this Agreement;

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(xxiv)
subject to the requirements of Clause 23.25 ( Hedging ), disposals of any Hedging Agreements;
(xxv)
disposals of non-core assets acquired in connection with a transaction permitted under Clause 23.12 ( Acquisitions and mergers );
(xxvi)
any disposal of all or part of the Virgin Media business division pursuant to a Business Division Transaction;
(xxvii)
any disposals constituted by licences of intellectual property rights permitted by Clause 23.17 ( Intellectual Property Rights );
(xxviii)
any disposal of assets made pursuant to the establishment of a Permitted Joint Venture or any disposal of assets to a Permitted Joint Venture;
(xxix)
any disposal made in relation to a compulsory purchase order or any other order of any agency of state, authority or other regulatory body or any applicable law or regulation not exceeding £25,000,000 (or its equivalent in other currencies) in any financial year;
(xxx)
any disposal by any member of the Bank Group of customer premises equipment to a customer;
(xxxi)
any Regulatory Authority Disposal;
(xxxii)
any disposal of real property if the fair market value in any financial year does not exceed the greater of £50,000,000 and three per cent. of Total Assets (with any unused amounts in any financial year being carried over to the next succeeding financial year subject to the maximum of the greater of £50,000,000 and three per cent. of Total Assets of carried over amounts for any financial year);
(xxxiii)
any disposal of assets where the aggregate fair market value of the asset disposed of in any financial year does not exceed the greater of £50,000,000 and one per cent. of Total Assets in any financial year;
(xxxiv)
disposals of assets on arms’ length commercial terms where the cash proceeds of such disposal are reinvested within 12 months of the date of the relevant disposal in the purchase of replacement assets by a member of the Bank Group (or within 18 months of the date of the relevant disposal if the proceeds are, within 12 months of the date of the relevant disposal, contractually committed to be so applied) provided that where the relevant member of the Bank Group that has made the disposal is an Obligor, such replacement assets are either subject to existing Security Documents granted by the relevant member of the Bank Group that has acquired the

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replacement assets, or will be made subject to Security by such member of the Bank Group (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of the acquisition of such replacement assets;
(xxxv)
(in addition to those described in paragraphs (i) to (xxxiv) above) a disposal of any person or asset the Annualised EBITDA of or attributable to which does not exceed the Remaining Percentage of the Annualised EBITDA of the Bank Group for the Latest Ratio Period, provided that:
(A)
no Default has occurred and is continuing or would occur as a result of such disposal;
(B)
where required, a prepayment is made in accordance with Clause 12.2(a) ( Mandatory prepayment from disposal proceeds ) in respect of such disposal; and
(C)
the Company delivers to the Facility Agent a certificate signed by an authorised signatory of the Company which certifies that, if:
(1)
the Senior Net Debt to Annualised EBITDA ratio was calculated for the Latest Ratio Period but adjusting the:
(a)    amount of the Senior Net Debt used in such calculation by adding any net increase in Senior Net Debt since the end of the Latest Ratio Period or subtracting any net reduction in the Senior Net Debt since the end of the Latest Ratio Period and any such reduction which will occur from a prepayment of a Facility made under Clause 11.1 ( Voluntary Prepayment ) or Clause 12.2(a) (Mandatory prepayment from disposal proceeds) of this Agreement from the proceeds of such disposal ; and
(b)    Annualised EBITDA of the Bank Group used in such calculation by subtracting the Annualised EBITDA attributable to persons or assets disposed of since the of the Latest Ratio Period and the Annualised EBITDA attributable to the person or asset the subject of such disposal, in each case for the Latest Ratio Period,
that ratio would not exceed 4.50:1; and

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(2)
the Total Net Debt to Annualised EBITDA ratio was calculated for the Latest Ratio Period but adjusting the:
(a)    amount of Total Net Debt used in such calculation by adding any net increase in Total Net Debt since the end of the Latest Ratio Period or subtracting any net reduction in the Total Net Debt since the end of the Latest Ratio Period and any such reduction which will occur from a prepayment of a Facility made under Clause 11.1 ( Voluntary Prepayment ) or Clause 12.2(a) ( Mandatory prepayment from disposal proceeds ) of this Agreement from the proceeds of such disposal; and
(b)    Annualised EBITDA of the Bank Group used in such calculations by subtracting the Annualised EBITDA attributable to persons or assets disposed of since the end of the Latest Ratio Period and the Annualised EBITDA attributable to the person or asset the subject of such disposal, in each case for the Latest Ratio Period,
that ratio would not exceed 5.50:1; and
(xxxvi)
a disposal of any person or asset otherwise pursuant to paragraph (xxxv) provided that:
(A)
if, at the time of such disposal, any member of the Bank Group has contractually committed or agreed to a future Acquisition and such an Acquisition occurs within 12 months (or less) of the disposal;
(B)
the Remaining Percentage (as defined in paragraph (c) below) would not be exceeded if the aggregate percentage value of the contemplated Acquisition is added to the calculation and tested at the time of the disposal on a pro forma basis (giving effect to the Annualised EBITDA (as defined in paragraph (d) below) of the Target based on then available historical financial information) and on an actual basis at the completion of the Acquisition (and for these purposes the proviso in paragraph (c) below shall be disapplied so that the percentage of the Annualised EBITDA of the Bank Group represented by the Annualised EBITDA of the relevant disposal could be more than the Remaining Percentage immediately prior to such disposal provided that the Remaining Percentage would not be exceeded

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once any contemplated Acquisition is taken into account as described in this paragraph (xxxvi)); and
(C)
for the purpose of the certificate required by paragraph (xxxv)(C), the financial ratios shall be calculated giving pro forma effect to such Acquisition (based on the then available historical financial information of the Target and including the Annualised EBITDA of the Target and any Financial Indebtedness expected to be incurred by the Bank Group to finance such Acquisition) (and any such amendment, waiver or other modification contemplated by this paragraph (C) may apply to all such disposals and future Acquisitions or only to specified disposals and Acquisitions).
(c)
The “ Remaining Percentag e” is:
(i)
17.5 per cent.;
(ii)
less the aggregate percentage value of all previous disposals made after the Signing Date;
(iii)
and plus the aggregate percentage value of all Reinvestments made,
as calculated in accordance with paragraph (d) below,
provided that the percentage of the Annualised EBITDA of the Bank Group represented by the Annualised EBITDA of the person or asset disposed of can never be more than the Remaining Percentage immediately prior to such disposal.
(d)
For the purposes of paragraphs (b)(xxxv), (b)(xxxvi) and (c) above:
“ Annualised EBITDA and EBITDA ” have the meaning given to them in Clause 22.1 ( Financial definitions ) but, when calculating EBITDA in relation to a person or asset that is being (or has been) acquired or disposed of, any amounts will be calculated using the methodology for calculating operating cash flow used in the accounts most recently filed with the SEC by or on behalf of the Ultimate Parent prior to the date of that acquisition or disposal, and, for the avoidance of doubt, any corporate costs or allocations paid or payable during the relevant period by a member of the Bank Group which is being disposed of to one of its Affiliates pursuant to any general services (or similar) arrangement shall be deducted from the EBITDA of the member of the Bank Group being disposed of.
“ Latest Ratio Period ” means the most recent Ratio Period for which financial statements have been delivered pursuant to Clause 23.2 ( Financial information );

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“ Percentage Value ” means:
(a)
in relation to a disposal, the percentage of the Annualised EBITDA of the Bank Group for what was the Latest Ratio Period at the time of the disposal which is represented by the Annualised EBITDA of the person or asset disposed of (the “ EBITDA Percentage ”), after deducting a percentage equal to the EBITDA Percentage multiplied by the Proportion Repaid; and
(b)
in relation to a Reinvestment, the percentage of the Annualised EBITDA of the Bank Group for what was the Latest Ratio Period at the time of the Reinvestment (but taking into account each disposal made by the Bank Group after the last day of that Latest Ratio Period and prior to the date of the relevant Reinvestment) which is represented by the Annualised EBITDA of the person or asset acquired multiplied by the Proportion Reinvested,
Where :
the “ Proportion Reinvested ” is that proportion of the purchase price for the person or asset acquired which is represented by the amount of the Net Proceeds of a previous disposal that were reinvested pursuant to the relevant Reinvestment;
the “ Proportion Repaid ” is that proportion of the Net Proceeds of that disposal prepaid pursuant to Clause 12.2(a) ( Mandatory prepayment from disposal proceeds ) and/or repaid pursuant to Clause 11.1 ( Voluntary Prepayment ); and
“ Reinvestment ” means the reinvestment of all or any part of the Net Proceeds of a previous disposal made under paragraph (b)(ix) above by the Bank Group after the Signing Date, including in circumstances where all or any part of such Net Proceeds are distributed as a Permitted Payment and an equity subscription is subsequently made in, or a Subordinated Funding is subsequently made to, a member of the Bank Group.
Except as otherwise expressly permitted in this Agreement or the relevant Security Document, the Company will not sell, transfer, lease or otherwise dispose of all or any part of its assets which are subject to a Security Document to which it is a party.
(e)
In the event that a transaction (or a portion thereof) meets the criteria of a Permitted Disposal and also meets the criteria of a Permitted Payment, the Company, in its sole discretion, will be entitled to divide and classify such transaction (or a portion thereof) as a disposal permitted under Clause 23.11 ( Disposals ) and/or a Restricted Payment under Clause 23.14(c) ( Restricted Payments ).
23.12
Acquisitions and mergers

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(a)
No Obligor will, and the Company will procure that no other member of the Bank Group will, make any Acquisition, other than:
(i)
any Acquisition approved in writing by the Instructing Group;
(ii)
any Permitted Acquisition;
(iii)
any Permitted Transaction;
(iv)
any Permitted Joint Venture;
(v)
any Acquisition from any person which is a member of the Bank Group or subscription of an interest in the share capital (or equivalent) in any person which is a member of the Bank Group; or
(vi)
in connection with a merger or consolidation permitted by paragraph (b) below or by Clause 23.31 ( Internal Reorganisations ),
provided in each case that if the aggregate consolidated Annualised EBITDA (calculated on the same basis as set out in Clause 23.11(e) ( Disposals )) of the acquired entity is greater than or equal to 20 per cent. of the Annualised EBITDA of the Bank Group (calculated as if the entity acquired, or to be acquired, is already part of the Bank Group) as set out in the most recent financial statements provided to the Facility Agent pursuant to Clause 23.2(a)(ii) ( Financial information ):
(A)
the acquired entity must be a Subsidiary (directly or indirectly) of the Company; or
(B)
the relevant member of the Bank Group (or Virgin Media Communications, as applicable) must provide security over all of the shares acquired by it in the acquired entity on terms acceptable to the Facility Agent (acting reasonably), together with such corporate authorisations and legal opinions that may reasonably required by the Facility Agent in connection with the entry into, validity and enforceability of such security documentation.
(b)
Each Obligor will not merge or consolidate with any other company or person and will procure that no member of the Bank Group will merge or consolidate with any other company or person save for:
(i)
any Permitted Transaction;
(ii)
Acquisitions permitted by paragraph (a) above and disposals permitted by Clause 23.11 ( Disposals ); or

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(iii)
with the prior written consent of the Facility Agent (acting on the instructions of the Instructing Group); or
(iv)
mergers between any member of the Bank Group with any or all of the other members of the Bank Group or an Unrestricted Subsidiary (“ Original Entities ”), into one or more entities (each a “ Merged Entity ”) provided that:
(A)
reasonable details of the proposed merger in order to demonstrate satisfaction with subparagraphs (C) to (G) below are provided to the Facility Agent within 30 days after the date on which the merger is entered into;
(B)
if the proposed merger is between a member of the Bank Group and an Unrestricted Subsidiary, the Company has delivered to the Facility Agent within 30 days after the date on which the merger is entered into, a certificate signed by an authorised signatory which demonstrates that the ratio of Total Net Debt to Annualised EBITDA will be equal to, or less than, 5.50:1;
(C)
such Merged Entity will be a member of the Bank Group and will be liable for the obligations of the relevant Original Entities (including the obligations under this Agreement and the Security Documents), which obligations remain unaffected by the merger, and entitled to the benefit of all rights of such Original Entities;
(D)
(if all or any part of the share capital of any of the relevant Original Entities was charged pursuant to a Security Document) the equivalent part of the issued share capital of such Merged Entity is charged pursuant to a Security Document on terms of at least an equivalent nature and equivalent ranking as any Security Document relating to the shares in each relevant Original Entity within 60 days of the merger;
(E)
such Merged Entity has entered into Security Documents (if applicable) within 60 days of the merger which provide security over the same assets of at least an equivalent nature and ranking to the security provided by the relevant Original Entities pursuant to any Security Documents entered into by them;
(F)
any possibility of the Security Documents referred to in subparagraphs (D) or (E) above being challenged or set aside is not materially greater than any such possibility in relation to the

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Security Documents entered into by, or in respect of the share capital of, any relevant Original Entity; and
(G)
all the property and other assets of the relevant Original Entities are vested in the Merged Entity and the Merged Entity has assumed all the rights and obligations of the relevant Original Entities under any, material Necessary Authorisations and Licences and other licences or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favour of the Original Entities under Telecommunications and Cable Laws and/or all such rights and obligations have been transferred to the Merged Entity and/or the relevant Necessary Authorisations and Licences and other licences or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favour of the Original Entities under Telecommunications and Cable Laws have been reissued to the Merged Entity,
except that the requirements of paragraphs (C) to (G) above will not apply in respect of any merger between Original Entities:
(1)
both of which are not Obligors; and
(2)
neither one of which is party to a Security Document, neither one of whose share capital is charged pursuant to a Security Document and neither one of whom owes any receivables to another member of the Bank Group which are pledged pursuant to a Security Document; or
(v)
in the event that the relevant member of the Bank Group liquidates or dissolves in accordance with the provisions of Clause 23.31 ( Internal Reorganisations ).
23.13
Restrictions on Financial Indebtedness
(a)
Each Obligor will not, and the Company will procure that no other member of the Bank Group will, create, incur or otherwise permit to be outstanding any Financial Indebtedness (other than Permitted Financial Indebtedness).
(b)
As used herein, “ Permitted Financial Indebtedness ” means, without duplication:
(i)
any Financial Indebtedness arising hereunder or under the Security Documents or the Relevant Finance Documents;

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(ii)
until the first Utilisation Date, any Financial Indebtedness arising under the Existing Senior Credit Facilities Agreement;
(iii)
any Existing Financial Indebtedness;
(iv)
any Financial Indebtedness or guarantees permitted pursuant to Clause 23.15 ( Loans and guarantees );
(v)
any Financial Indebtedness of any member of the Bank Group arising as a result of the issue by it or a financial institution of a surety or performance bond in relation to the performance by such member of the Bank Group or its obligations under contracts entered into in the ordinary course of its business (other than for the purpose of raising finance);
(vi)
any Financial Indebtedness approved in writing by the Facility Agent (acting on the instructions of the Instructing Group);
(vii)
any Financial Indebtedness incurred in connection with the Hedging Agreements and any other hedging arrangements permitted by Clause 23.25 ( Hedging );
(viii)
any deposits or prepayments constituting Financial Indebtedness received by any member of the Bank Group from a customer or subscriber for its services;
(ix)
any Financial Indebtedness owing by any member of the Bank Group being Management Fees or management, consultancy or similar fees payable to another member of the Bank Group in respect of which payment has been deferred;
(x)
any Financial Indebtedness being Permitted Payments in respect of which payment has been deferred;
(xi)
any Financial Indebtedness of a company which is acquired by a member of the Bank Group after the date hereof as an acquisition permitted by Clause 23.12 ( Acquisitions and mergers ) where such Financial Indebtedness existed at the date of completion of such Permitted Acquisition provided that the amount of such Financial Indebtedness is not increased beyond the amount in existence at the date of completion of the acquisition (subject to the accrual of interest);
(xii)
any Financial Indebtedness of any member of the Bank Group, in respect of which the person or persons to whom such Financial Indebtedness is or may be owed has or have no recourse whatever to any member of the

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Bank Group for any payment or repayment in respect thereof, provided that:
(A)
the extent of such recourse to such member is limited solely to the amount of any recoveries made on any such enforcement;
(B)
such person or persons are not entitled, pursuant to the terms of any agreement evidencing any right or claim arising out of or in connection with such Financial Indebtedness, to commence proceedings for the winding up, dissolution or administration of any member of the Bank Group (or proceedings having an equivalent effect) or to appoint or procure the appointment of any receiver, trustee or similar person or officer in respect of any member of the Bank Group or any of its assets until after the Commitments have been reduced to zero and all amounts outstanding under the Relevant Finance Documents have been repaid or paid in full; and
(C)
the aggregate outstanding amount of all such Financial Indebtedness of all members of the Bank Group does not exceed £100,000,000 (or its equivalent in other currencies);
(xiii)
any Financial Indebtedness of any member of the Bank Group (other than any Obligor) constituting Financial Indebtedness to all the holders (or their Associated Companies) of the share capital of any such member of the Bank Group on a basis that is substantially proportionate to their interests in such share capital (with any disproportionately large interest received by any member of the Bank Group or any disproportionately small interest received by any person other than a member of the Bank Group, in each case relative to its interests in such share capital, being ignored for this purpose), provided such Financial Indebtedness does not bear interest (other than by way of addition to its principal amount on a proportionate basis as described above) and is made on terms that repayment or pre-payment of such Financial Indebtedness shall only be made to each such holder (A) in proportion to their respective interests in such share capital (ignoring any disproportionately large interest held by any member of the Bank Group or any disproportionately small interest received by any person other than a member of the Bank Group, in each case relative to its interests in such share capital, for this purpose) and (B) only on and in connection with the liquidation or winding up (or equivalent) of such member of the Bank Group;

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(xiv)
any Financial Indebtedness arising as a result of any cash pooling arrangements in the ordinary course of the Bank Group’s banking business to which any member of the Bank Group is a party;
(xv)
Financial Indebtedness arising in respect of:
(A)
the existing subordinated unsecured guarantees given by the Company and Intermediate Holdco in respect of the Existing High Yield Notes;
(B)
any subordinated unsecured guarantee granted by the Company and/or Intermediate Holdco in respect of any Additional High Yield Notes in accordance with paragraph (e) of the definition of Additional High Yield Notes, provided that no Default or Event of Default is outstanding or occurs as a result of the issuance of such Additional High Yield Notes;
(C)
any subordinated unsecured guarantee granted by the Company and/or Intermediate Holdco in respect of any High Yield Refinancing in accordance with paragraph (c) of the definition of High Yield Refinancing, provided that no Default or Event of Default is outstanding or occurs as a result of such High Yield Refinancing; and
(D)
any Senior Secured Notes and any guarantee in respect of any Senior Secured Notes given by any member of the Bank Group that is an Obligor;
(xvi)
Financial Indebtedness arising in relation to either an Asset Passthrough or a Funding Passthrough;
(xvii)
Financial Indebtedness arising in respect of any guarantee given by the Company or Intermediate Holdco in respect of the relevant borrower’s obligations under any Parent Debt, provided that any such guarantee is given on a subordinated unsecured basis and is subject to the terms of the HYD Intercreditor Agreement, the Group Intercreditor Agreement or any other applicable intercreditor agreement in form satisfactory to the Facility Agent and further provided that no Default or Event of Default is outstanding or occurs as a result of such Parent Debt being raised or issued;
(xviii)
Financial Indebtedness arising under (A) Finance Leases (B) sale and leaseback arrangements or (C) Vendor Financing Arrangements, to the extent that such Finance Leases, arrangements and/or Vendor Financing

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Arrangements (x) comprise Existing Vendor Financing Arrangements or any refinancing or rollover thereof, or (y) comprise Finance Leases, arrangements and/or Vendor Financing Arrangements entered into after the Signing Date, provided that in the case of clauses (x) and (y) the aggregate principal amount thereof does not at any time exceed the greater of (1) £250,000,000 plus the principal amount of such Finance Leases, sale and leaseback arrangements and Vendor Financing Arrangements outstanding on the Signing Date and (2) the amount that could be incurred so that the ratio of Senior Net Debt to annualised EBITDA (giving pro forma effect to any such Financial Indebtedness and the use of proceeds thereof) is equal to, or less than, 5.50:1.00 (rounded to the second decimal number); and provided further that, in each case, the relevant lessor or provider of Vendor Financing Arrangements does not have the benefit of any Security Interest other than over the assets the subject of such Vendor Financing Arrangements and/or Finance Leases;
(xix)
Financial Indebtedness relating to deferral of PAYE taxes with the agreement of H.M. Revenue & Customs by any member of the Bank Group;
(xx)
Financial Indebtedness arising in respect of any performance bond, guarantee, standby letter of credit or similar facility entered into by any member of the Bank Group to the extent that cash is deposited as security for the obligations of such member of the Bank Group thereunder;
(xxi)
Financial Indebtedness of any Asset Securitisation Subsidiary incurred solely to finance any asset securitisation programme or programmes or one or more receivables factoring transactions otherwise permitted by Clause 23.11(b)(xvi) ( Disposals );
(xxii)
Financial Indebtedness arising under tax-related financings designated in good faith as such by prior written notice from the Company to the Facility Agent, provided that the aggregate principal amount of such Financial Indebtedness outstanding at any time does not exceed £500,000,000;
(xxiii)
Financial Indebtedness which constitutes Subordinated Funding provided that each Obligor that is a debtor in respect of Subordinated Funding shall (and the Company shall procure that each member of the Bank Group that is a debtor in respect of Subordinated Funding shall) procure that the relevant creditor of such Subordinated Funding, to the extent not already a party at the relevant time, accedes to the Group Intercreditor Agreement and the HYD Intercreditor Agreement, as

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appropriate, in such capacity, upon the granting of such Subordinated Funding;
(xxiv)
Financial Indebtedness of any Obligor, provided that the ratios (after giving effect to the incurrence of any such Financial Indebtedness pursuant to this paragraph (xxiv) and the ultimate use of proceeds thereof and giving pro forma effect to any movement of cash out of the Bank Group since such date pursuant to any Permitted Payments) on the Quarter Date prior to any such incurrence (i) would not exceed a Senior Net Debt to Annualised EBITDA ratio of 4.25:1 and (ii) would not exceed a Total Net Debt to Annualised EBITDA ratio of 5.50:1 and, provided further that such Financial Indebtedness is subject to the terms of the HYD Intercreditor Agreement and the Group Intercreditor Agreement, or a Supplemental HYD Intercreditor Agreement as applicable; and
(xxv)
any Financial Indebtedness constituting a Permitted Transaction;
(xxvi)
any Financial Indebtedness reasonably necessary to effect any UPC Ireland Share Acquisition;
(xxvii)
any Financial Indebtedness which is incurred on a second lien ranking basis provided that:
(A)
(other than in the case of a refinancing of other secured Financial Indebtedness in the same or a lesser principal amount) the Total Net Debt to Annualised EBITDA ratio would not be greater than 5.50:1; and
(B)
such Financial Indebtedness is subject to intercreditor arrangements on terms satisfactory to the Company, the Facility Agent and the Security Trustee (in each case, acting reasonably) and, where the rights of the holders of such Financial Indebtedness will be contractually subordinated to the rights of the Lenders, on terms comparable to the intercreditor agreement precedent most recently entered into by an Affiliate of the Company prior to the incurrence of such Financial Indebtedness which provides for a second lien financing (as amended from time to time) with such adjustments and amendments as agreed between the Company, the Security Trustee and the Facility Agent (acting reasonably in each case);
(xxviii)
any other Financial Indebtedness in addition to the Financial Indebtedness falling within paragraphs (i) to (xxvii) above or as otherwise permitted

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as a Permitted Transaction not exceeding at any time more than the greater of:
(A)
£330,000,000 in aggregate (or its equivalent); and
(B)
three per cent. of Total Assets,
and further provided that in the case of any Financial Indebtedness constituted by an overdraft facility which operates on a gross/net basis only the net amount of such facility shall count towards such aggregate amount.
(c)
In the event that Financial Indebtedness meets the criteria of more than one of the types of Permitted Financial Indebtedness described in Clause 23.13(b) ( Restrictions on Financial Indebtedness ), the Company, in its sole discretion, shall classify such item of Financial Indebtedness on the date of its incurrence and shall only be required to include the amount and type of such Financial Indebtedness in one of such paragraphs and will be permitted on the date of such incurrence to divide and classify an item of such Financial Indebtedness in more than one of the types of Financial Indebtedness described in such paragraphs, and, from time to time, may reclassify all or a portion of such Financial Indebtedness, in any manner that complies with this covenant.
23.14
Restricted Payments
(a)
Each Obligor will not, and the Company will procure that no member of the Bank Group will, make any Restricted Payments other than Permitted Payments.
(b)
As used herein, a “ Restricted Payment ” means, in each case whether in cash, securities, property or otherwise:
(i)
any direct or indirect distribution, dividend or other payment on account of any class of its share capital or capital stock or other securities;
(ii)
any payment of principal of, or interest on, any loan;
(iii)
any transfer of assets, loan or other payment; or
(iv)
any transfer of tax losses (provided that the amount of such tax losses shall be deemed reduced by any payment received by a member of the Bank Group from any Restricted Person for such tax losses),
in the case of each of (i), (ii) and (iii), to a Restricted Person.
(c)
As used herein, a “ Permitted Payment ” means any distribution, dividend, transfer of assets, loan or other payment:

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(i)
in respect of a Permitted Transaction, a Permitted Acquisition or a Permitted Disposal;
(ii)
by way of a payment in connection with any earn out;
(iii)
in relation to any tax losses received by any member of the Bank Group from any member of the Wider Group that is not a member of the Bank Group provided that such payments shall only be made in relation to such tax losses in an amount equal to the amount of tax that would have otherwise been required to be paid by any member of the Bank Group if those tax losses were not so received and such payment shall only be made in the tax year in which such losses are utilised by any member of the Bank Group;
(iv)
to fund the purchase of any management equity which is subsequently transferred to other or new management (together with the purchase or repayment of any related loans) and/or to make other compensation payments to departing management;
(v)
required in connection with any UPC Ireland Share Acquisition;
(vi)
to any Restricted Person in relation to transactions carried out on bona fide arm’s length commercial terms in the ordinary course of business or on terms which are fair and reasonable and in the best interest of the Bank Group;
(vii)
by way of payment of Management Fees (A) which are paid on bona fide arm’s length terms in the ordinary course of business to a Restricted Person or (B) of up to the greater of £15,000,000 and 0.5 per cent. of Total Assets in any financial year provided that, at the time of payment, no Default is outstanding or would occur as a result of such payment;
(viii)
by way of transfer of tax losses or payment of principal or interest on Subordinated Funding or by way of loan, distributions, dividends, repayment of a loan, redemption of loan stock or other payments paid by the Company or any Permitted Affiliate Parent in respect of its share capital provided that:
(A)
the ratio of Senior Net Debt to Annualised EBITDA is 4.00:1 or less prior to such transfer of tax losses or the making of the relevant payment and will be 4.00:1 or less after such transfer of tax losses or the relevant payment has been made and after giving effect to the transactions, if any, to be completed using the proceeds of such payment; and

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(B)
no Default has occurred and is continuing or would occur as a result of such payment;
(ix)
by way of payment to any Restricted Person of consideration for an acquisition, merger or consolidation permitted by Clause 23.12 ( Acquisitions and mergers );
(x)
to the extent required for the purpose of making payments to:
(A)
the indenture trustee for the Existing High Yield Notes in respect of High Yield Trustee Amounts (as such term is defined in the HYD Intercreditor Agreement);
(B)
for the purpose of making payments in respect of any similar amounts to the indenture trustee in respect of any High Yield Refinancing or any Additional High Yield Notes; or
(C)
for the purpose of making payments in respect of any similar amounts to the indenture trustee in respect of any Senior Secured Notes issued by the Parent or a SSN Finance Subsidiary of the Parent;
(xi)
at any time after the occurrence of an Event of Default, to the extent required to fund Permitted Payments not otherwise prohibited by the HYD Intercreditor Agreement (including clause 4.2 ( Suspension of Permitted Payments prior to the Senior Discharge Date ) thereof), the Group Intercreditor Agreement or a Supplemental HYD Intercreditor Agreement;
(xii)
to the extent such distribution, dividend, transfer of assets, loan or other payment is in respect of a nominal amount;
(xiii)
for payment of any dividend, payment, loan or other distribution, or the repayment of a loan, or the redemption of loan stock or redeemable equity, in each case, which is required in order to facilitate the making of payments by any member of the Bank Group (or, for the purposes of paragraph (E) below, Virgin Media Inc.) and to the extent required:
(A)
by the terms of the Relevant Finance Documents;
(B)
by the terms of the Senior Secured Notes Documents;
(C)
by the terms of any Parent Debt (or, in each case, any guarantee of the obligations thereunder);

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(D)
by the terms of any Hedging Agreement to the extent such payment is not prohibited by the Group Intercreditor Agreement;
(E)
by the terms of the Convertible Senior Notes, but only to the extent necessary to service scheduled interest payments thereunder, or
(F)
for the purposes of implementing any Content Transaction or Business Division Transaction;
(xiv)
made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a person or entity that is not a member of the Bank Group in connection with, an asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 23.11(b)(xvi) ( Disposals );
(xv)
made pursuant to and in accordance with the Tax Cooperation Agreement, provided that a copy of the certification or filings referred to in Clause 5 ( Documentary Credits ) of the Tax Cooperation Agreement, as the case may be, shall have been provided to the Facility Agent not less than five Business Days before such payment is to be made and provided always that immediately prior to and immediately after such payment, (i) the Senior Net Debt to Annualised EBITDA ratio does not exceed 4.25:1 and (ii) the Total Net Debt to Annualised EBITDA ratio does not exceed 5.50:1, in each case, after giving effect to such payment;
(xvi)
or other distribution, or the repayment of a loan, or the redemption of loan stock or redeemable equity made pursuant to an Asset Passthrough or a Funding Passthrough, in each case, funded solely from cash generated by entities outside of the Bank Group;
(xvii)
or other distribution, or the repayment of a loan, or the redemption of loan stock or redeemable equity made to any member of the Wider Group (other than a member of the Bank Group), provided that:
(A)
an amount equal to such payment is reinvested by such member of the Wider Group (other than a member of the Bank Group) into a member of the Bank Group within three days of receipt thereof;
(B)
the aggregate principal amount of such payments and reinvested amounts at any one time does not exceed an amount equal to £300,000,000; and
(C)
to the extent any such payments are made in cash, any re-invested amounts are also made in cash provided that any such re-invested

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amounts shall be in the form of Subordinated Funding, equity or the repayment of an intercompany loan or advance;
(xviii)
in an amount of up to the greater of £200,000,000 and two per cent. of Total Assets from the cash proceeds of a Content Transaction provided always that no Event of Default has occurred or is continuing or would result following such payment;
(xix)
in an amount to enable any Holding Company of a member of the Bank Group to pay taxes that are formally due by such Holding Company but which are allocable to (A) the Bank Group and are due by such Holding Company as a result of the Bank Group being included in a fiscal unity (for corporate income and/or VAT purposes) with such Holding Company or (B) acting as a holding and/or financing company of the Bank Group;
(xx)
by way of payment to the Parent and any Permitted Affiliate Holdco of any amounts outstanding in relation to Subordinated Funding the proceeds of which are used by such person in connection with the refinancing of Parent Debt provided that concurrently with such payment such person advances directly or indirectly new Subordinated Funding to an Obligor in an amount equal to or greater than the outstanding amount of the Subordinated Funding discharged;
(xxi)
contemplated by a Regulatory Authority Disposal;
(xxii)
by way of payment to any direct or indirect shareholder of the Parent or any direct or indirect shareholder of any Permitted Affiliate Parent for all of its out-of-pocket expenses incurred in connection with its direct or indirect investment in the Parent or any Permitted Affiliate Parent and any of their Subsidiaries;
(xxiii)
to fund the payment of Holding Company Expenses;
(xxiv)
for financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including without limitation in connection with acquisitions or divestitures, which payments are approved by a majority of the members of the board of directors of Holdco or any Permitted Affiliate Holdco;
(xxv)
made with the prior consent of the Instructing Group;
(xxvi)
in an amount of up to the Revolving Facility Excluded Amount provided that:

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(A)
no breach of this Clause 23.14 ( Restricted Payments ) shall occur as a result of a decrease in Annualised EBITDA after any such distribution, dividend, transfer of assets, loan or other payment has been made; and
(B)
if an amount equal to the Revolving Facility Excluded Amount in respect of any prior Ratio Period has been the subject of a distribution, dividend, transfer of assets, loan or other payment under this paragraph (xxvi), no further distribution, dividend, transfer of assets, loan or other payment may be made under this paragraph (xxvi) until there is an increase in Annualised EBITDA in respect of any subsequent Ratio Period (the “ Incremental EBITDA Amount ”) such that it is above the level of Annualised EBITDA at the time when the most recent distribution, dividend, transfer of assets, loan or other payment was made under this paragraph (xxvi), in which case an amount equal to 0.25 multiplied by the Incremental EBITDA Amount for such Ratio Period may be the subject of a distribution, dividend, transfer of assets loan or other payment under this paragraph (xxvi) provided that if at any time after a Permitted Payment is made under paragraph (xxvi) the Revolving Facility is prepaid or repaid in full, a distribution, dividend, transfer of assets, loan or other payment may be made under this paragraph (xxvi) in an amount equal to the Revolving Facility Excluded Amount at any time after the date of such repayment and notwithstanding any further Revolving Facility Utilisation is made (including by way of Rollover Advance at the time of such repayment); or
(xxvii)
any other distribution, dividend, transfer of assets, loan, other payment or transfer of tax losses not falling within paragraphs (i) to (xxvi) above and not exceeding at any time, in an aggregate amount, more than the greater of:
(A)
£250,000,000 in aggregate (or its equivalent); and
(B)
three per cent. of Total Assets.
(d)
In the event that a Permitted Payment meets the criteria of more than one of the categories described in paragraphs (c)(i) to (c)(xxvii), the Company will be entitled to classify such Permitted Payment (or portion thereof) on the date of its payment or later reclassify such Permitted Payment (or portion thereof) in any manner that complies with the covenant in this Clause 23.14(d) ( Restricted Payments ).

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(e)
The restriction contained in paragraph (a) on the payment by any member of the Bank Group of Management Fees shall cease to apply during such period as the applicable ratio of Senior Net Debt to Annualised EBITDA is 4.00:1 (or less), provided that no Management Fees may be paid by any member of the Bank Group at any time after a Relevant Event has occurred or if a Relevant Event would result from such payment.
23.15
Loans and guarantees
Without the prior consent of the Instructing Group, each Obligor will not, and the Company will procure that no member of the Bank Group will make any loans, grant any credit or give any guarantee, to or for the benefit of, or enter into any transaction having the effect of lending money to, any person, other than:
(a)
loans from a member of the Bank Group to another member of the Bank Group or loan notes issued by one member of the Bank Group and held by another member of the Bank Group;
(b)
any credit given by a member of the Bank Group to another member of the Bank Group which arises by reason of cash pooling, set off or other cash management arrangements of the Bank Group or other credits relating to services performed or allocation of expenses;
(c)
as permitted by Clause 23.13 ( Restrictions on Financial Indebtedness );
(d)
normal trade credit in the ordinary course of business;
(e)
guarantees given:
(i)
under the Finance Documents;
(ii)
by any Obligor in respect of the liabilities of another Obligor;
(iii)
by a member of the Bank Group in respect of the liabilities of an Obligor; or
(iv)
by a member of the Bank Group (which is not an Obligor) in respect of the liabilities of another member of the Bank Group (which is not an Obligor);
(v)
by an Obligor in respect of the liabilities of any other member of the Bank Group to the extent that such liabilities could have been incurred by such Obligor directly without breaching this Agreement; or
(vi)
by an Obligor in respect of the liabilities of any other member of the Bank Group which is not an Obligor provided that that other member of the

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Bank Group must become an Acceding Guarantor in accordance with Clause 25.3 ( Acceding Guarantors ) within 30 days of the granting of the guarantee made pursuant to this paragraph (vi); or
(f)
to the extent that the same constitute Permitted Payments or a Permitted Disposal (not being a Permitted Disposal of cash or cash equivalents);
(g)
loans, the granting of credit, guarantees and other transactions having the effect of lending money (each a “ Lending Transaction ”) from a member of the Bank Group, in connection with an acquisition by that member which is permitted by Clause 23.12 ( Acquisitions and mergers ), to the relevant person being acquired or one or more of its Subsidiaries, provided that:
(i)
no Lending Transaction may have a term longer than 12 months (including any extensions or refinancings of the original Lending Transaction); and
(ii)
the aggregate outstanding principal amount of all Lending Transactions (which principal amount shall be deemed to be no longer outstanding for this purpose at the time the beneficiary of the relevant Lending Transaction becomes a member of the Bank Group upon completion of the relevant acquisition, provided such Lending Transaction was made to or in favour of the person acquired or its Subsidiaries) shall not exceed £330,000,000 at any time;
(h)
Lending Transactions from a member of the Bank Group to any person of the proceeds of equity subscribed by any Restricted Person in, or Subordinated Funding provided to, such member (other than any such proceeds which are otherwise applied in mandatory prepayment of any or all Facilities under this Agreement or pursuant to Clause 22.4 ( Cure provisions ) or otherwise); and
(i)
the Existing Loans including any loan made under binding commitments in effect on the Signing Date (an “ Investment ”) provided that the aggregate principal amount outstanding thereunder may not be increased from that existing at the Signing Date in reliance on this paragraph (i) (except with respect to accrual or capitalisation of interest) other than:
(i)
as required by the terms of the Investment in existence on the Signing Date; or
(ii)
as otherwise permitted under this Agreement;
(j)
any loans or credit granted:
(i)
in accordance with Clause 23.12 ( Acquisitions and mergers ); and

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(ii)
by a SSN Finance Subsidiary as contemplated in the definition of “SSN Finance Subsidiary” or the on-lending by the Parent to the Company of the proceeds of an issuance of Senior Secured Notes;
(k)
any loans made by any member of the Bank Group to its employees either:
(i)
in the ordinary course of its employees’ employment; or
(ii)
to fund the exercise of share options or the purchase of capital stock by its employees, directors, officers or consultants of the Group,
provided that the aggregate principal amount of all such loans shall not at any time exceed £10,000,000 (or its equivalent in other currencies);
(l)
any loan made by a member of the Bank Group pursuant to either an Asset Passthrough or a Funding Passthrough;
(m)
any loan made by a member of the Bank Group to a member of the Wider Group, where the proceeds of such loan are, or are to be (whether directly or indirectly) used:
(i)
to make payments to the High Yield Trustee in respect of High Yield Trustee Amounts (as such terms are defined in the HYD Intercreditor Agreement) in respect of the Existing High Yield Notes;
(ii)
to make equivalent payments to those specified in paragraph (i) above in respect of any High Yield Refinancings or in respect of any Additional High Yield Notes;
(iii)
to make payments under the Senior Secured Notes Documents;
(iv)
provided that no Event of Default has occurred and is continuing or is likely to occur as a result thereof, to fund Permitted Payments; or
(v)
at any time after the occurrence of an Event of Default, to fund Permitted Payments to the extent not prohibited by the HYD Intercreditor Agreement, the Group Intercreditor Agreement or a Supplemental HYD Intercreditor Agreement;
(n)
credit granted by any member of the Bank Group to a member of the Wider Group, where the Financial Indebtedness outstanding thereunder relates to Intra-Group Services in the ordinary course of business;
(o)
any guarantee given in respect of membership interests in any company limited by guarantee where the acquisition of such membership interest is permitted under Clause 23.12 ( Acquisitions and mergers ) ;

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(p)
any customary title guarantee given in connection with the assignment of leases where such assignment is permitted under Clause 23.11 ( Disposals );
(q)
any guarantees or similar undertakings granted by any member of the Bank Group in favour of H.M. Revenue & Customs in respect of any obligations of Virgin Media (UK) Group, Inc. in respect of UK tax in order to facilitate the winding up of Virgin Media (UK) Group, Inc. provided that the Facility Agent shall have first received confirmation from the Company that based on discussions with H.M. Revenue & Customs 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);
(r)
any loan granted as a result of a Subscriber being allowed terms, in the ordinary course of trade, whereby it does not have to pay for the services provided to it for a period after the provision of such services;
(s)
a loan made or a credit granted to a Joint Venture to the extent permitted under Clause 23.12(a)(iv) ( Acquisitions and mergers );
(t)
any loans or guarantees relating to Excess Capacity Network Services provided that the price payable to any member of the Bank Group in relation to such Excess Capacity Network Services is no less than the Cost incurred by the relevant member of the Bank Group in providing such Excess Capacity Network Services;
(u)
liquidity loans of a type which is customary for asset securitisation programmes or other receivables factoring transactions, provided in connection with any asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 23.11(b)(xvi) ( Disposals );
(v)
any counter guarantee in relation to a rental guarantee;
(w)
any loans and guarantees entered into in respect of a Permitted Transactions;
(x)
any loans or other credit made available to Asset Securitisation Subsidiaries and any notes issued by, and other amounts payable over time, by a purchaser of receivables in relation to any asset securitisation programme or receivables factoring transaction using a deferred purchase price structure including amounts payable pursuant to financing or operating leases; and
(y)
loans made, credit granted or guarantees given by any member of the Bank Group not falling within paragraphs (a) to (x) above, in an aggregate amount not

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exceeding the greater of £100,000,000 (or its equivalent in other currencies) and two per cent. of Total Assets outstanding at any time.
23.16
Insurance
Each Obligor shall (and the Company shall procure that each member of the Bank Group shall) effect and maintain insurances on and in relation to its business and assets against such risks and to such extent as is necessary or usual for prudent companies carrying on a business such as that carried on by such Obligor or member of the Bank Group with either a Captive Insurance Company or a reputable underwriter or insurance company except to the extent disclosed in the Wider Group’s public disclosure documents or to the extent that the failure to so insure does not have or is not reasonably likely to have a Material Adverse Effect.
23.17
Intellectual Property Rights
Except as otherwise permitted by this Agreement, each Obligor will, and the Company will procure that each member of the Bank Group will:
(a)
make such registrations and pay such fees and similar amounts as are necessary to keep those registered Intellectual Property Rights owned by any member of the Bank Group and which are material to the conduct of the business of the Bank Group as a whole from time to time;
(b)
take such steps as are necessary and commercially reasonable (including, without limitation, the institution of legal proceedings) to prevent third parties infringing those Intellectual Property Rights referred to in paragraph (a) above) and (without prejudice to paragraph (a) above) take such other steps as are reasonably practicable to maintain and preserve its interests in those rights, except where failure to do so will not have or not be reasonably likely to have a Material Adverse Effect;
(c)
ensure that any licence arrangements in respect of the Intellectual Property Rights referred to in paragraph (a) above entered into with any third party are entered into on arm’s length terms and in the ordinary course of business (which shall include, for the avoidance of doubt, any such licensing arrangements entered into in connection with outsourcing on normal commercial terms) and will not have or not be reasonably likely to have a Material Adverse Effect;
(d)
not permit any registration of any of the Intellectual Property Rights referred to in paragraph (a) above to be abandoned, cancelled or lapsed or to be liable to any claim of abandonment for non-use or otherwise to the extent the same would or is reasonably likely to have a Material Adverse Effect; and

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(e)
pay all fees, and comply with each of its material obligations under, any licence of Intellectual Property Rights which are material to the conduct of the business of the Bank Group as a whole from time to time.
23.18
Share capital
Each Obligor will not, and the Company will procure that no member of the Bank Group (other than in respect of such other members of the Bank Group in order to permit a solvent reorganisation permitted under Clauses 23.12(a)(iv) ( Acquisitions and mergers ) or a solvent liquidation permitted under Clause 23.31 ( Internal Reorganisation )) will, reduce its capital or purchase or redeem any class of its shares or any other ownership interest in it, except (a) to the extent the same constitutes a Permitted Transaction, (b) where all of the share capital of such member of the Bank Group is held by one or more other members of the Bank Group, (c) in respect of a nominal amount, or (d) to the extent the same constitutes a Permitted Payment or in the case of members of the Bank Group other than the Obligors, is otherwise permitted by Clause 23.14 ( Restricted Payments ).
23.19
Financial year end
Each Obligor will, and the Company will procure that each member of the Bank Group will, maintain a financial year end of 31 December save with the prior written consent of the Facility Agent (acting on the instructions of the Instructing Group in each case not to be unreasonably withheld).
23.20
Capital expenditure
Each Obligor will not, and the Company will procure that no member of the Bank Group will, incur any material Capital Expenditure other than in relation to the Business.
23.21
Constitutive documents
Each Obligor will not, and the Company will procure that no member of the Bank Group will, amend its constitutive documents in any way which would or is reasonably likely to materially adversely affect (in terms of value, enforceability or otherwise) any charge or pledge over the shares or partnership interest of any member of the Bank Group granted to the beneficiaries under the Security Documents.
23.22
ERISA
(a)
Each Obligor will, and the Company will procure that each member of the Bank Group will, give the Facility Agent prompt notice of the adoption of, participation in or contribution to any Plan by it or any ERISA Affiliate, or any action by any of these to adopt, participate in or contribute to any Plan, or the incurrence by any of them of any liability or obligation to any Plan.

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(b)
Each Obligor must (and will procure that its Subsidiaries that are member of the Bank Group will) promptly upon becoming aware of it notify the Facility Agent of:
(i)
any Reportable Event;
(ii)
the termination of or withdrawal from, or any circumstances reasonably likely to result in the termination of or withdrawal from, any Plan subject to Title IV of ERISA; and
(iii)
a claim or other communication alleging material non-compliance with any law or regulation relating to any Plan.
(c)
No Obligor or any of its ERISA Affiliates may or is required to make any payment or contribution with respect to any Plan.
(d)
Each Obligor and its ERISA Affiliates must be, and remain, in compliance in all material respects with all laws and regulations relating to each of its Plans.
(e)
Each of the Obligors and its ERISA Affiliates must ensure that no event or condition exists at any time in relation to a Plan which is reasonably likely to result in the imposition of a lien or other encumbrance on any of its assets or which is reasonably likely to have a Material Adverse Effect.
23.23
Pension Plans
(a)
The Company shall use reasonable endeavours to ensure that all pension plans maintained and operated by it or any member of the Bank Group, generally for the benefit of employees of any member of the Bank Group are maintained and operated and have been valued by an actuary appointed by the Company in accordance with all applicable laws, if any, from time to time and that the employer contributions are assessed and paid in all material respects in accordance with the governing provisions of such schemes and all laws applicable thereto, in each case, save to the extent that any failure to do so does not have or is not reasonably likely to have a Material Adverse Effect.
(b)
Without prejudice to the generality of Clause 23.23(a) ( Pension Plans ):
(i)
the Company shall ensure that, except for the NTL Pension Plan and the NTL 1999 Pension Scheme (the “ UK DB Schemes ”), each UK Pension Scheme is, or has at any time been, a money purchase scheme as defined in s181 of the Pension Schemes Act 1993) and no member of the Wider Group is, for the purposes of either s38 or s43 of the Pensions Act 2004, connected with or an associate of any employer of an occupational pension scheme which is not a money purchase scheme;

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(ii)
each Participating Employer shall ensure that, in relation to each UK Pension Scheme, no action or omission is taken or omitted to be taken by it and no circumstances or event within its control is permitted to occur which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, any statutory debt arising on any Participating Employer under the Pensions Act 1995 (or any regulations made under it) or, in the case of any UK DB Scheme, the issue of a Financial Support Direction or Contribution Notice to any member of the Wider Group);
(iii)
the Company shall promptly notify the Facility Agent of any change in the rate of contributions to any UK DB Schemes, paid or recommended to be paid (whether by the scheme actuary or otherwise) or required by law or otherwise which would reasonably be expected to have a Material Adverse Effect;
(iv)
each Obligor shall immediately notify the Facility Agent of any investigation or proposed investigation by the Pensions Regulator which it has been informed may lead to the issue of a Financial Support Direction or a Contribution Notice to it or any member of the Bank Group;
(v)
each Obligor shall immediately notify the Facility Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions Regulator; and
(vi)
the Company shall procure that each member of the Bank Group shall ensure that all Foreign Pension Plans administered by them or into which they make payments, obtain or retain (as applicable) registered status under and as required by applicable law and are administered in a timely manner in all respects in compliance with all applicable laws, in the case of each of the foregoing, except where the failure to do any of the foregoing will not have a Material Adverse Effect.
23.24
“Know your client” checks
(a)
If:
(i)
the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;
(ii)
any change in the status of an Obligor or the composition of the shareholders of an Obligor after the date of this Agreement; or

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(iii)
a proposed assignment or transfer by a Lender of any of its rights and/or obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,
obliges the Facility Agent or any Lender (or, in the case of paragraph (iii) above, any prospective New Lender) to comply with “know your client” or similar reasonable identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Facility Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective New Lender) in order for the Facility Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective New Lender to carry out and be satisfied it has complied with all necessary “know your client” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Relevant Finance Documents.
(b)
Each Lender shall promptly upon the request of the Facility Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself) in order for the Facility Agent to carry out and be satisfied it has complied with all necessary “know your client” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Relevant Finance Documents.
(c)
The Company shall, by not less than 5 Business Days prior written notice to the Facility Agent, notify the Facility Agent (which shall promptly notify the Lenders) of its intention to request that any person becomes an Acceding Obligor pursuant to Clause 25 ( Acceding Group Companies ).
(d)
Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Acceding Obligor obliges the Facility Agent or any Lender to comply with “know your client” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall promptly upon the request of the Facility Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective New Lender) in order for the Facility Agent or such Lender or any prospective New Lender to carry out and be satisfied it has complied with all necessary “know your client” or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an Acceding Obligor.

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23.25
Hedging
The Company and the Parent, as applicable, shall:
(a)
ensure that the Group enters into sufficient Hedging Agreements so as to ensure that (in its opinion) the Group has adequately hedged its liabilities; and
(b)
as soon as reasonably practicable following request by the Facility Agent provide the Facility Agent with copies of each such Hedging Agreement entered into.
23.26
Further Assurance
(a)
The Parent and each Obligor shall (and the Company shall procure that each member of the Bank Group shall) at its own expense, promptly take all such reasonable action as the Facility Agent or the Security Trustee may require for the purpose of complying with the provisions of paragraph (b) below and for the registration or filing of any Security Documents delivered pursuant thereto with all appropriate authorities to the extent necessary for the purposes of perfecting the Security created thereunder.
(b)
The Company shall:
(i)
within 60 days after the Closing Date, ensure that sufficient members of the Bank Group shall become a party to this Agreement as an Obligor so as to satisfy the 80% Security Test, as tested by reference to the Original Financial Statements, and, thereafter, subject to the proviso below and except as otherwise provided in this Clause 23.26 ( Further Assurance ), procure that the 80% Security Test is satisfied at the end of each financial year starting with the financial year ending 31 December 2013 where such test is calculated by reference to the annual financial information relating to the Bank Group most recently delivered pursuant to Clause 23.2 ( Financial information ) and certified in the relevant compliance certificate accompanying the same;
(ii)
ensure that any member of the Bank Group who gives a guarantee in respect of the Senior Secured Notes shall also become a Guarantor hereunder;
(iii)
procure that in relation to any member of the Bank Group which becomes a Borrower for the purposes of this Agreement, any Holding Company of that Borrower that is a member of the Bank Group shall also become a Guarantor hereunder; and
(iv)
subject to any Security Interests permitted under Clause 23.8 ( Negative pledge ) and Clause 42.7 ( Release of Guarantees and Security ) procure

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that each member of the Bank Group which, after the Closing Date, becomes a party to this Agreement as an Obligor if required to satisfy the 80% Security Test shall have delivered to the Security Trustee on or prior to the date of its accession to this Agreement as an Obligor, one or more Security Documents granting security over assets in accordance with the 80% Security Test other than any shares in, receivables owed by or any other interest in any Bank Group Excluded Subsidiary, Project Company or Joint Venture, or which the Security Trustee agrees may be excluded from the Security granted under the Security Documents (provided that the Security Trustee shall not agree to exclude any asset of an Obligor from the Security where the net book value of such asset exceeds £10,000,000 (or its equivalent in other currencies) without the prior consent of the Instructing Group (not to be unreasonably withheld or delayed)).
(c)
A breach of paragraph (b) above shall not constitute a Default if:
(i)
one or more members of the Bank Group become Obligors in accordance with Clause 25.2 ( Acceding Borrowers ) or Clause 25.3 ( Acceding Guarantors ), as applicable, within 10 Business Days of the delivery of a compliance certificate by the Borrower demonstrating that the 80% Security Test is not satisfied; and
(ii)
the Facility Agent (acting reasonably) is satisfied that the 80% Security Test would have been satisfied at the end of the relevant financial year if such compliance certificate had been prepared on the basis that such members of the Bank Group had been Obligors as at that date.
(d)
In relation to any provision of this Agreement which requires the Obligors or any member of the Bank Group to deliver a Security Document for the purposes of granting any guarantee or Security for the benefit of the Relevant Finance Parties, the Security Trustee agrees to execute, as soon as reasonably practicable, any such guarantee or Security Document which is presented to it for execution.
(e)
At any time after an Event of Default has occurred and whilst such Event of Default is continuing, each Obligor shall, at its own expense, take any and all action as the Security Trustee may deem necessary for the purposes of perfecting or otherwise protecting the Lenders’ interests in the Security constituted by the Security Documents.
(f)
For the purposes of determining whether the 80% Security Test is satisfied at any time under this Agreement other than at the end of a financial year pursuant to Clause 23.26(b) ( Further Assurance ) or for purposes of determining whether the 80% Security Test would be satisfied after a disposal or other transaction is

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consummated or to determine whether assets are required to remain or become subject to Security in order to comply with the 80% Security Test pursuant to Clause 23.26(b)(i) ( Further Assurance ) or otherwise,
(i)
the 80% Security Test shall be applied using the financial statements in respect of the Financial Quarter immediately preceding the Testing Date (and in the case of Clause 23.26(g) ( Further Assurance ), including the financial information delivered pursuant to Clause 25.1 ( Permitted Affiliate Group Designation ), adjusted pro forma for the transaction (which, in the case of Clause 23.26(g) ( Further Assurance ) means the designation of the Permitted Affiliate Parent as a Borrower and/or a Guarantor and the inclusion of the Subsidiaries of the Permitted Affiliate Parent as members of the Bank Group in the manner set of out Clause 25.1 ( Permitted Affiliate Group Designation )) for which the 80% Security Test is being tested and any other transactions that took place after the end of such Financial Quarter that also required the satisfaction of the 80% Security Test; and
(ii)
any member of the Bank Group which (A) is not an Obligor or (B) has not granted Security over assets in accordance with the 80% Security Test, each in favour of the Security Trustee in accordance with this Clause, shall be excluded from the numerator (but not the denominator) in the determination of whether members of the Bank Group generating not less than 80% of Annualised EBITDA have acceded as Guarantors for purposes of the 80% Security Test.
(g)
On or prior to the date falling 60 Business Days from any Permitted Affiliate Group Designation Date, the Company shall deliver to the Facility Agent a certificate signed by an authorised signatory of the Company confirming that the 80% Security Test (calculated on a combined basis (in accordance with paragraph (f) above) across the Bank Group (as existing immediately prior to the Permitted Affiliate Group Designation Date) and the Permitted Affiliate Parent and its Subsidiaries) is satisfied.
23.27
Content Transaction
(a)
Notwithstanding any other provisions of this Agreement, no Content Transaction shall be restricted by (nor deemed to constitute a utilisation of any of the permitted exceptions to) any provision of this Agreement, neither shall the implementation of any Content Transaction constitute a breach of any provision of any Relevant Finance Document, provided that:
(i)
the cash proceeds of any Content Transaction are applied in accordance with Clause 12 ( Mandatory Prepayment and Cancellation );

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(ii)
after giving pro forma effect for such Content Transaction, (i) the Senior Net Debt to Annualised EBITDA ratio does not exceed 4.50:1 and (ii) the Total Net Debt to Annualised EBITDA ratio does not exceed 5.50:1; and
(iii)
at the time of completion of such Content Transaction, no Event of Default has occurred and is continuing and no Event of Default would occur as a result of such Content Transaction.
(b)
Any Joint Venture established pursuant to a Content Transaction shall thereafter not be subject to any restrictions under this Agreement.
23.28
High Yield Notes
Save to the extent expressly permitted under the terms of the HYD Intercreditor Agreement and, if applicable, any Supplemental HYD Intercreditor Agreement, without the consent of an Instructing Group, the Parent will not agree any amendment to the Existing High Yield Notes which brings forward the final maturity earlier than the then latest Final Maturity Date at the time of such amendment.
23.29
SSN Finance Subsidiary Covenants
No SSN Finance Subsidiary shall trade, carry on any business, own any material assets or incur any material liabilities except for:
(a)
effecting or facilitating the issuance of Senior Secured Notes and on-lending the proceeds thereof as contemplated in the definition of “SSN Finance Subsidiary”;
(b)
intergroup debit balances, intergroup credit balances and other credit balances in bank accounts and cash, provided that any intergroup credit balances owed to any SSN Finance Subsidiary by an Obligor shall be:
(i)
subject to Security;
(ii)
to the extent applicable, subject to the provisions of the HYD Intercreditor Agreement or the Group Intercreditor Agreement;
(c)
any rights and liabilities arising under the Relevant Finance Documents, any Senior Secured Notes Documents or any High Yield Notes;
(d)
having rights and liabilities under any Hedging Agreements entered into other than for speculative purposes, it being acknowledged by the parties to this Agreement that hedging of actual or reasonably anticipated interest rate and/or foreign exchange rate exposure shall not constitute speculative purposes;

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(e)
incurring liabilities for or in connection with Tax Liabilities or arising by operation of law; and
(f)
in respect of any service contracts for any directors or employees.
23.30
No Amendments
(a)
No Obligor shall (and the Company shall procure that no member of the Bank Group shall) amend the Tax Cooperation Agreement (to the extent it is a party thereto) or its constitutional documents, in each case, in a manner which could reasonably be expected to have a Material Adverse Effect.
(b)
The Company shall procure that, except as permitted by the HYD Intercreditor Agreement and the Group Intercreditor Agreement, no amendment is made to the Existing High Yield Notes or, any Additional High Yield Notes or any Senior Secured Notes (including, in each case as applicable, the terms of the guarantees given in respect thereof), in each case in a manner which could reasonably be expected to have a Material Adverse Effect, other than with the prior written consent of the Instructing Group or where required by law.
23.31
Internal Reorganisations
(a)
Neither any Obligor nor the Parent (for these purposes, a “ Predecessor Obligor ”) shall, without the prior written consent of the Instructing Group, liquidate on a solvent basis any Borrower, any Obligor that is a Material Subsidiary, the Company, Intermediate Holdco or Virgin Media Secured Finance PLC (a “ Solvent Liquidation ”) unless:
(i)
on or prior to the Solvent Liquidation, an entity (the “ Successor Entity ”) acquires substantially all of the assets and assumes substantially all of the liabilities of the Predecessor Obligor (a “ Liquidation Transfer ”), excluding any rights under contracts that cannot be assigned or liabilities that will be satisfied or released upon the Solvent Liquidation, on an arms’ length basis and for full consideration;
(ii)
the Successor Entity is organised in the same jurisdiction as that in which the Predecessor Obligor is organised and is either:
(A)
an existing Obligor; or
(B)
a Subsidiary of the Company or any Permitted Affiliate Parent that is entitled to become (and subsequently does become) an Obligor in accordance with the provisions of Clause 25.2 ( Acceding Borrowers ) or Clause 25.3 ( Acceding Guarantors );

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(iii)
the Successor Entity does not incur any additional material liabilities in connection with the Solvent Liquidation other than those which are to be transferred to it by the Predecessor Obligor but which did not arise directly as a result of the Solvent Liquidation;
(iv)
to the extent previously provided in respect of the shares or the assets of the Predecessor Obligor, the Relevant Finance Parties are granted a first ranking security interest over the shares and/or assets of the Successor Entity (but only, in the case of any Predecessor Obligor other than the Company, to the extent required in order to comply with the 80% Security Test);
(v)
no Event of Default has occurred and is continuing or would arise from the Liquidation Transfer or the Solvent Liquidation; and
(vi)
immediately after the Solvent Liquidation, the following documents are delivered to the Facility Agent each in a form previously approved by the Facility Agent (acting on the instructions of the Instructing Group):
(A)
copies of solvency declarations of the directors of the Successor Entity confirming to the best of their knowledge and belief, that the Successor Entity was balance sheet solvent immediately prior to and after the Solvent Liquidation, accompanied by any report by the auditors or other advisers of the relevant Successor Entity on which such directors have relied for the purposes of giving such declaration;
(B)
copies of the resolutions of the Predecessor Obligor and the Successor Entity (to the extent required by law) approving the Liquidation Transfer and/or the Liquidation (as applicable);
(C)
copies of the statutory declarations of the directors of the Predecessor Obligor (to the extent required by law) given in connection with Solvent Liquidation;
(D)
a copy of the executed transfer agreement relating to the Liquidation Transfer; and
(E)
the legal opinion from the Successor Entity’s counsel confirming (1) the due capacity and incorporation of each of the Successor Entity and the Predecessor Obligor, (2) the power and authority of the Successor Entity to enter into and perform its obligations under this Agreement and any other Relevant Finance Document to which it is a party and (3) that the transfer agreement giving

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effect to the Liquidation Transfer is legally binding and enforceable in accordance with its terms.
(b)
The solvent liquidation, dissolution or other reorganisation of any member of the Bank Group (other than any Borrower, the Company, Intermediate Holdco and Virgin Media Secured Finance PLC) shall be permitted provided that any payments or assets distributed as a result of such solvent liquidation, dissolution or other reorganisation are distributed to other members of the Bank Group.
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), (a) 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 “New Senior Liabilities” under the Group Intercreditor Agreement or (b) designate any agreement as a “Designated Refinancing Facilities Agreement” under the Group Intercreditor Agreement other than this Agreement. To the extent permitted by the HYD Intercreditor Agreement, the Company shall designate any Financial Indebtedness of the Bank Group that represents “Senior Liabilities” under the HYD Intercreditor Agreement, as “Designated Senior Liabilities” under the HYD Intercreditor Agreement.
23.33
Environmental compliance
(a)
The Company shall (and the Company shall ensure that each member of the Bank Group will):
(i)
comply with all Environmental Law;
(ii)
obtain, maintain and ensure compliance with all requisite Environmental Permits;
(iii)
implement procedures to monitor compliance with and to prevent liability under any Environmental Law,
where failure to do so has or is reasonably likely to have a Material Adverse Effect.
(b)
The Company shall (and the Company shall procure that each member of the Bank Group will) promptly notify the Facility Agent of any Environmental Claim (to the best of the Company’s or member of the Bank Group’s knowledge and belief) pending or threatened against it which, if substantiated, has or is reasonably likely to have a Material Adverse Effect.

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(c)
The Company shall not (and the Company shall procure that no member of the Bank Group will) permit or allow to occur any discharge, release, leak, migration or other escape of any Hazardous Substance into the Environment on, under or from any property owned, leased, occupied or controlled by it, where such discharge, release, leak, migration or escape has or is reasonably likely to have a Material Adverse Effect.
23.34
United States laws
No Obligor may:
(a)
extend credit for the purpose, directly or indirectly, of buying or carrying Margin Stock in violation of the Margin Regulations; or
(b)
use the proceeds of any Advance or drawings under any Letter of Credit, in each case, directly or indirectly, to buy or carry Margin Stock or for any other purpose in violation of the Margin Regulations.
24.
CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS
24.1
Confidentiality and disclosure
(a)
The Facility Agent, each Borrower and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(b)
The Facility Agent may disclose:
(i)
any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 14.7 ( Notification ); and
(ii)
any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.

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(c)
The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, each Borrower and each Obligor may disclose any Funding Rate, to:
(i)
any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (c) is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii)
any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(iii)
any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Borrower or Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iv)
any person with the consent of the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be.
(d)
The Facility Agent’s obligations in this Clause 24 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 14.7 ( Notification ) provided that (other than pursuant to paragraph (b)(i) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.
24.2
Related obligations

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(a)
The Facility Agent, each Borrower and each Obligor acknowledge that each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) is or may be price-sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Facility Agent, each Borrower and each Obligor undertake not to use any Funding Rate or, in the case of the Facility Agent, any Reference Bank Quotation for any unlawful purpose.
(b)
The Facility Agent, each Borrower and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender or Reference Bank or Alternative Reference Bank, as the case may be:
(i)
of the circumstances of any disclosure made pursuant to Clause 24.1(c)(ii) ( Confidentiality and disclosure ) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
(ii)
upon becoming aware that any information has been disclosed in breach of this Clause 24.
24.3
No Event of Default
No Event of Default will occur by reason only of a Borrower or an Obligor’s failure to comply with this Clause 24.
25.
ACCEDING GROUP COMPANIES
25.1
Permitted Affiliate Group Designation
(a)
The Company may provide the Facility Agent with notice that it wishes to include any direct or indirect Subsidiary (the “ Permitted Affiliate Parent ”) of the Ultimate Parent and the Subsidiaries of any such Permitted Affiliate Parent as members of the Bank Group for the purposes of this Agreement. Such Subsidiary shall become a Permitted Affiliate Parent for the purposes of this Agreement upon confirmation from the Facility Agent to the Company that:

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(i)
such Subsidiary and the Company have complied with the requirements of:
(A)
Clause 25.2 ( Acceding Borrowers ) and such Subsidiary has acceded to this Agreement as a Borrower; or
(B)
Clause 25.3 ( Acceding Guarantors ) and such Subsidiary has acceded to this Agreement as a Guarantor;
(ii)
Security has been granted (in form and substance satisfactory, to the Facility Agent (acting reasonably)) in favour of the Security Trustee over all of its shares and all of the rights in relation to loans from any member of the Wider Group (other than a member of the Bank Group and the Permitted Affiliate Parent and its Subsidiaries) to it and its Subsidiaries;
(iii)
the Company has delivered a certificate to the Facility Agent signed by an authorised signatory of the Company which certifies that:
(A)
the designation of such Subsidiary as a Permitted Affiliate Parent under this Agreement will not:
(1)
materially and adversely affect the Security and guarantees provided in relation to the liabilities under this Agreement; or
(2)
result in the Lenders under this Agreement becoming structurally subordinated in right of payment to lenders to the Permitted Affiliate Parent and its Subsidiaries; and
(B)
if the ratio of Senior Net Debt to Annualised EBITDA and Total Net Debt to Annualised EBITDA of the Bank Group is calculated for the most recent Ratio Period ending prior to the Permitted Affiliate Parent becoming a Party for which financial statements have been delivered pursuant to Clause 23.2 ( Financial Information ) (the “ Relevant Ratio Period ”) but adding to the:
(1)
amount of Senior Net Debt and of Total Net Debt used in such calculations any net increase in the Senior Net Debt or Total Net Debt of the Bank Group (as applicable) since the end of the Relevant Ratio Period or subtracting from the amount of Senior Net Debt or Total Net Debt (as applicable) used in such calculation any net deduction in the Senior Net Debt or Total Net Debt of the Bank Group (as applicable) (in each case taking into account the

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amount of Senior Net Debt or Total Net Debt (as applicable) attributable to the Permitted Affiliate Parent becoming a Party); and
(2)
Annualised EBITDA of the Bank Group, the Annualised EBITDA of the Permitted Affiliate Parent and its Subsidiaries for the Relevant Ratio Period,
the ratio of Senior Net Debt to Annualised EBITDA of the Bank Group would be equal or less than 4.50:1 and the ratio of Total Net Debt to Annualised EBITDA of the Bank Group would be equal to or less than 5.50:1;
(iv)
it has received, in form and substance satisfactory to it (acting reasonably):
(A)
a combined Bank Group business plan pro forma for the designation of such Subsidiary as a Permitted Affiliate Parent which sets out the management plan for the period from the date of the proposed designation up to and including the earlier to occur of:
(1)
the then latest applicable Final Maturity Date; and
(2)
the date falling three years from the date of the relevant designation;
(B)
an updated Group Structure Chart showing the Common Holding Company (as defined below) and all of its direct and indirect Subsidiaries pro forma for the designation of such Subsidiary as a Permitted Affiliate Parent; and
(C)
financial statements for the last financial year of the Permitted Affiliate Parent and its Subsidiaries or any Holding Company of the Permitted Affiliate Parent and its Subsidiaries including consolidated balance sheets, consolidated income statements and statements of cash flow; and
(v)
the Company has given written notice to the Facility Agent identifying a person that is a Holding Company of the Company and each Permitted Affiliate Parent as the common Holding Company for the purposes of this Agreement (“ Common Holding Company ”) provided that the Common Holding Company and any of its Holding Companies has not issued or incurred, and shall not issue or incur, Parent Debt.

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25.2
Acceding Borrowers
(a)
Subject to paragraph (b) below, the Company may, upon not less than 5 Business Days prior written notice to the Facility Agent, request that it, any Permitted Affiliate Parent or any member of the Bank Group which is a directly or indirectly wholly-owned Subsidiary of:
(i)
the Company; or
(ii)
any Permitted Affiliate Parent that is a wholly owned Subsidiary of any Permitted Affiliate Holdco,
becomes an Acceding Borrower under this Agreement.
(b)
Such member of the Bank Group or any Permitted Affiliate Parent may become an Acceding Borrower to a Facility if:
(i)
it is incorporated in the same jurisdiction as an existing Borrower for that Facility or the Instructing Group has approved the addition of that member of the Bank Group or any Permitted Affiliate Parent as an Acceding Borrower (provided that no such consent shall be required for the US Borrower);
(ii)
the Company delivers to the Facility Agent a duly completed and executed Accession Notice pursuant to which such member of the Bank Group or Permitted Affiliate Parent, as applicable, agrees to become a party to this Agreement as an Acceding Borrower and (subject to any provision of law prohibiting the same) an Acceding Guarantor;
(iii)
the Company confirms that no Event of Default is continuing or would occur as a result of that member of the Bank Group or any Permitted Affiliate Parent becoming an Acceding Borrower and (if applicable) an Acceding Guarantor; and
(iv)
the Facility Agent has received all of the documents and other evidence listed in Schedule 8 ( Accession Documents ) in relation to that member of the Bank Group or any Permitted Affiliate Parent, each in form and substance satisfactory to the Facility Agent, acting reasonably.
(c)
The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in paragraph (b) above (and, in the case of any Permitted Affiliate Parent, Clause 25.1(a) ( Permitted Affiliate Group Designation )) have been satisfied.
25.3
Acceding Guarantors

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(a)
Subject to paragraph (b) below, the Company may, upon not less than 5 Business Days prior written notice to the Facility Agent, request that any member of the Bank Group or any Permitted Affiliate Parent becomes an Acceding Guarantor under this Agreement.
(b)
Such member of the Bank Group or Permitted Affiliate Parent may become an Acceding Guarantor if:
(i)
the Company delivers to the Facility Agent a duly completed and executed Accession Notice;
(ii)
the Company confirms that no Event of Default is continuing or would occur as a result of that member of the Bank Group or any proposed Permitted Affiliate Parent becoming an Acceding Guarantor; and
(iii)
the Facility Agent has received all of the documents and other evidence listed in Schedule 8 ( Accession Documents ) in relation to that member of the Bank Group or any proposed Permitted Affiliate Parent, each in form and substance satisfactory to the Facility Agent, acting reasonably.
(c)
The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in paragraph (b) above have been satisfied.
25.4
Assumption of Rights and Obligations
Upon satisfactory delivery of a duly executed Accession Notice to the Facility Agent, together with the other documents required to be delivered under Clause 25.2 ( Acceding Borrowers ) or Clause 25.3 ( Acceding Guarantors ), the relevant member of the Bank Group or any Permitted Affiliate Parent, the Parent, the Obligors and the Relevant Finance Parties, will assume such obligations towards one another and/or acquire such rights against each other as they would each have assumed or acquired had such member of the Bank Group or such Permitted Affiliate Parent been an original party to this Agreement as a Borrower or a Guarantor as the case may be and such member of the Bank Group or such Permitted Affiliate Parent shall become a party to this Agreement as an Acceding Borrower and/or an Acceding Guarantor as the case may be.
26.
EVENTS OF DEFAULT
26.1
Events of Default
Each of the events set out in Clauses 26.2 ( Non-payment ) to Clause 26.17 ( ERISA ) is an Event of Default (whether or not caused by any reason whatsoever outside the control of any Obligor or any other person).

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26.2
Non-payment
Any Obligor does not pay on the due date any amount payable by it under the Relevant Finance Documents (other than any amount payable by the Company under Clause 12.2 ( Mandatory prepayment from disposal proceeds ) of this Agreement) at the place at, and in the currency in, which it is expressed to be payable, unless the relevant amount is paid in full within three Business Day (in the case of principal amounts) or five Business Days (in the case of other amounts) of the due date.
26.3
Breach of other obligations
(a)
Any Obligor does not comply with any of Clauses 23.7 ( Pari passu ranking ), 23.8 ( Negative pledge ), 23.11 ( Disposals ), 23.12 ( Acquisitions and mergers ), 23.14 ( Restricted Payments ), 23.15 ( Loans and guarantees ) or 23.18 ( Share capital ).
(b)
An Obligor does not comply with any provision of the Relevant Finance Documents (other than those referred to in paragraph (a) above, Clause 26.2 ( Non-payment ) other than non payment by the Company of any amount under Clause 12.2(a) ( Mandatory prepayment from disposal proceeds) and, subject to Clause 26.20 ( Revolving Facility Acceleration ), Clause 22 ( Financial Covenant )) and such failure (if capable of remedy before the expiry of such period) continues unremedied for a period of 28 days from the earlier of the date on which (i) such Obligor has become aware of the failure to comply or (ii) the Facility Agent gives notice to the Company requiring the same to be remedied.
(c)
During the Clean Up Period (as defined below), references to the Group, Material Subsidiaries or members of the Bank Group in Clauses 21 ( Representations and Warranties ), 23 ( Undertakings ) and this Clause 26 will not include any company which has been acquired pursuant to an Acquisition permitted under Clause 23.12(a)(i) or (ii) ( Acquisitions and mergers ) if the relevant event or circumstance, which would, but for the operation of this paragraph (c), have resulted in a Default:
(i)
existed prior to the date of such Acquisition;
(ii)
is capable of remedy during the Clean Up Period and reasonable steps are being taken, having become aware of such event or circumstance, to ensure that such event or circumstance is being remedied;
(iii)
was not procured or approved by any member of the Bank Group; and
(iv)
has not resulted in or could not be reasonably expected to have, a Material Adverse Effect.

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382      “ Clean Up Period ” means the period commencing on the date of completion of any Acquisition referred to in paragraph (c) above and ending on the date falling 120 days thereafter.
26.4
Misrepresentation
A representation or warranty made or repeated by any Obligor in or in connection with any Relevant Finance Document or in any certificate or statement delivered by or on behalf of any Obligor under or in connection with any Relevant Finance Document is incorrect in any material respect when made or deemed to have been made or repeated and, in the event that any representation or warranty is capable of remedy, the misrepresentation is not remedied within 28 days of the earlier of the date on which (i) such Obligor has become aware of the misrepresentation or (ii) the Facility Agent gives notice to the Company requiring the same to be remedied.
26.5
Cross default
(a)
Subject to paragraph (d) below, any Financial Indebtedness of a member of the Group is not paid when due or within any originally applicable grace period.
(b)
Subject to paragraph (d) below, any Financial Indebtedness of a member of the Group becomes prematurely due and payable or is placed on demand, in each case as a result of an event of default (howsoever described) under the document relating to that Financial Indebtedness.
(c)
Subject to paragraph (d) below, any Financial Indebtedness of a member of the Group becomes capable of being declared prematurely due and payable or placed on demand, in each case as a result of an event of default (howsoever described) under the document relating to that Financial Indebtedness.
(d)
It shall not be an Event of Default under this Clause 26.5 ( Cross default ):
(i)
where the aggregate principal amount of all Financial Indebtedness to which any event specified in paragraphs (a), (b) or (c) relates is less than £75,000,000 or the equivalent in other currencies; or
(ii)
if the circumstance which would otherwise have caused an Event of Default under this Clause 26.5 ( Cross default ) is being contested in good faith by appropriate action; or
(iii)
if the relevant Financial Indebtedness is cash-collateralised and such cash is available for application in satisfaction of such Financial Indebtedness; or

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(iv)
if such Financial Indebtedness is owed by one member of the Bank Group to another member of the Bank Group; or
(v)
in the case of the Acquisition of an entity which results in that entity becoming a member of the Bank Group, for a period of 180 days following completion of that Acquisition, by reason only of an event of default (however described) arising in relation to the Financial Indebtedness of that acquired entity as a result only of the Acquisition of that acquired entity, provided that such Financial Indebtedness is not placed on demand, becomes prematurely due and payable or is otherwise accelerated during that period); or
(vi)
if the relevant Financial Indebtedness relates to Hedging Agreements in respect of which a termination event occurs as a result of the refinancing or redemption of any Financial Indebtedness of the Bank Group or any Holding Company of a member of the Bank Group at any time.
26.6
Insolvency
(a)
Proceedings have been commenced in respect of the Parent, any Borrower or any Obligor that is a Material Subsidiary in relation to its inability to pay its debts as they fall due or is declared to be unable to pay its debts under applicable law, or it ceases or suspends or threatens to suspend making payments on any of its debts or, by reason of actual or anticipated financial difficulties, it commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its material indebtedness.
(b)
A moratorium is declared in respect of the Financial Indebtedness in respect of the Parent, any Borrower or any Obligor that is a Material Subsidiary. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.
26.7
Insolvency proceedings
After the date of this Agreement, the Parent, any Borrower or any Obligor that is a Material Subsidiary takes any corporate action or formal legal proceedings are commenced (not being actions or proceedings which can be demonstrated to the satisfaction of the Facility Agent by providing an opinion of a leading firm in the jurisdiction of its incorporation or in the jurisdiction where such formal legal proceedings are commenced, as the case may be (within 30 days of any such action or proceedings having commenced) to that effect as a 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 body) for its winding-up, dissolution, administration or reorganisation or for the appointment of a liquidator, receiver, administrator,

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administrative receiver, conservator, custodian, trustee or similar officer of it or of any or all of its revenues and assets other than where any such legal proceedings in respect of the Parent, such Borrower or such Obligor that is a Material Subsidiary either:
(a)
do not relate to the appointment of an administrator and are stayed or discharged within 30 days from their commencement;
(b)
relating to a solvent liquidation or dissolution set forth under Clause 23.12 ( Acquisitions and mergers ) or Clause 23.31(b) ( Internal Reorganisations ); or
(c)
in connection with a reconstruction or amalgamation on terms approved by the Facility Agent (acting on the instructions of the Instructing Group).
26.8
United States Bankruptcy Laws
(a)
In this Clause:
383      “ U.S. Bankruptcy Law ” means the United States Bankruptcy Code or any other United States Federal or State bankruptcy, insolvency or similar law.
(b)
Any of the following occurs in respect of a US Obligor that is a Borrower or a Material Subsidiary:
(i)
it makes a general assignment for the benefit of creditors;
(ii)
it commences a voluntary case or proceeding under any U.S. Bankruptcy Law; or
(iii)
an involuntary case under any U.S. Bankruptcy Law is commenced against it and is not dismissed or stayed within 60 days after commencement of the case; or
(iv)
an order for relief or other order approving any case or proceeding is entered under any U.S. Bankruptcy Law.
26.9
Execution or distress
A distress, execution, attachment or other legal process is levied, enforced or sued out upon or against all or any part of the assets of the Parent, any Obligor, any Material Subsidiary or any member of the Bank Group which: (a) is material in the context of the Bank Group (taken as a whole); and (b) has an aggregate value of more than £75,000,000 (or its equivalent in other currencies), except where the same is being contested in good faith or is removed, discharged or paid within 45 days (or, in the case of a US Obligor, 60 days).
26.10
Similar events

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Anything which has an equivalent effect to any of the events specified in Clauses 26.6 ( Insolvency ) to 26.9 ( Execution or distress ) (inclusive) shall occur under the laws of any applicable jurisdiction.
26.11
Unlawfulness
It is or becomes unlawful for any Obligor or “Intergroup Creditor” (as defined in the Group Intercreditor Agreement) to perform any of its payments or other material obligations under the Relevant Finance Documents to which it is a party.
26.12
Repudiation
Any Obligor or “Intergroup Creditor” (as defined in the Group Intercreditor Agreement) repudiates the Acquisition Agreement or any Relevant Finance Document to which it is a party.
26.13
Cessation of Business
The Bank Group (taken as a whole) ceases to carry on all or substantially all of its Business from time to time.
26.14
Intercreditor Default
Any member of the Wider Group which is party to the Group Intercreditor Agreement or the HYD Intercreditor Agreement fails to comply with any of its material obligations under it and such failure, if capable of remedy, is not remedied within 30 days of the earlier of such member of the Wider Group becoming aware of the relevant failure to comply and the Facility Agent having given notice of the same to the Company.
26.15
Loss of Licences
Any Licence is in whole or part:
(a)
terminated, suspended or revoked or does not remain in full force and effect or otherwise expires and is not renewed prior to its expiry (in each case, without replacement by Licence(s) having substantially equivalent effect) in any case in a manner which would or is reasonably likely to have a Material Adverse Effect; or
(b)
is modified or is breached in a manner which would or is reasonably likely to have a Material Adverse Effect.
26.16
Material Adverse Change
Any event or series of events occurs which would or is reasonably likely to have a Material Adverse Effect.

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26.17
ERISA
The occurrence of any event or condition that presents a material risk that any member of the Bank Group or any ERISA Affiliate may incur a material liability to a Plan or to the United States Internal Revenue Service or to the United States Pension Benefit Guaranty Corporation.
26.18
Acceleration Following Financial Ratio Breach
The Composite Revolving Facility Instructing Group directs the Facility Agent to take action in accordance with Clause 26.20 ( Revolving Facility Acceleration ) as a result of the breach of the undertaking set out in Clause 22.2 ( Financial Ratio ).
26.19
Acceleration
On and at any time after the occurrence of an Event of Default while such event is continuing the Facility Agent may, and if so directed by the Instructing Group will, by notice to the Borrowers declare that an Event of Default has occurred and:
(a)
cancel the Total Commitments; and/or
(b)
declare that all or part of the Outstandings be payable on demand, whereupon they shall immediately become payable on demand by the Facility Agent on the instructions of the Instructing Group; and/or
(c)
demand that all or part of the Outstandings be immediately due and payable, whereupon they shall become immediately due and payable together with all interest accrued on those Outstandings and all other amounts payable by the Obligors under the Relevant Finance Documents, cancel the Total Commitments and/or Ancillary Facility Commitments at which time they shall immediately be cancelled;
(d)
declare that cash cover in respect of each Documentary Credit is immediately due and payable at which time it shall become immediately due and payable;
(e)
declare that cash cover in respect of each Documentary Credit is payable on demand at which time it shall immediately become due and payable on demand by the Facility Agent on the instructions of the Instructing Group;
(f)
declare all or any part of the amounts (or cash cover in relation to those amounts) outstanding under the Ancillary Facilities to be immediately due and payable, at which time they shall become immediately due and payable;
(g)
declare that all or any part of the amounts (or cash cover in relation to those amounts) outstanding under the Ancillary Facilities be payable on demand, at

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which time they shall immediately become payable on demand by the Facility Agent on the instructions of the Instructing Group; and/or
(h)
exercise or direct the Security Trustee to exercise any or all of its rights, remedies, powers or discretions under the Relevant Finance Documents.
26.20
Revolving Facility Acceleration
In the event of a breach of the undertaking set out in Clause 22.2 ( Financial Ratio ), subject to the expiry of the cure period in Clause 22.4 ( Cure Provisions ), the Facility Agent shall, if the Composite Revolving Facility Instructing Group so directs:
(a)
cancel the Revolving Facility Commitments, Ancillary Facility Commitments and/or any Additional Facility Commitments in relation to an Additional Facility that is a revolving facility;
(b)
demand that all or part of the Outstandings under the Revolving Facility and/or any Additional Facility that is a revolving facility be immediately due and payable, whereupon they shall become immediately due and payable together with all interest accrued on those Outstandings and all other amounts payable by the Obligors under the Revolving Facility and/or any Additional Facility that is a revolving facility;
(c)
declare that all or part of the Outstandings under the Revolving Facility and/or any Additional Facility that is a revolving facility be payable on demand, whereupon they shall immediately become payable on demand by the Facility Agent on the instructions of the Composite Revolving Facility Instructing Group;
(d)
declare that cash cover in respect of each Documentary Credit is immediately due and payable at which time it shall become immediately due and payable;
(e)
declare that cash cover in respect of each Documentary Credit is payable on demand at which time it shall immediately become due and payable on demand by the Facility Agent on the instructions of the Composite Revolving Facility Instructing Group;
(f)
declare all or any part of the amounts (or cash cover in relation to those amounts) outstanding under the Ancillary Facilities to be immediately due and payable, at which time they shall become immediately due and payable; and/or
(g)
declare that all or any part of the amounts (or cash cover in relation to those amounts) outstanding under the Ancillary Facilities be payable on demand, at which time they shall immediately become payable on demand by the Facility Agent on the instructions of the Composite Revolving Facility Instructing Group.

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26.21
Automatic Acceleration
If an Event of Default described in Clause 26.8 ( United States Bankruptcy Laws ) occurs, or upon the entry of an order for relief in a voluntary or involuntary bankruptcy of the US Borrower, all Outstandings drawn by the US Borrower under this Agreement will be immediately and automatically due and payable and the Total Commitments (to the extent they relate to such Outstandings) will, if not already cancelled under this Agreement, be immediately and automatically cancelled.
26.22
Repayment on Demand
If, pursuant Clause 26.19(b) ( Acceleration ), the Facility Agent declares all or any part of the Outstandings to be due and payable on demand of the Facility Agent, then, and at any time thereafter, the Facility Agent may (and, if so instructed by an Instructing Group, shall) by written notice to the Company:
(a)
require repayment of all or the relevant part of the Outstandings on such date as it may specify in such notice (whereupon the same shall become due and payable on such date together with accrued interest thereon and any other sums then owed by the Parent or any Obligor under the Relevant Finance Documents) or withdraw its declaration with effect from such date as it may specify in such notice; and/or
(b)
select as the duration of any Interest Period or Term which begins whilst such declaration remains in effect a period of six months or less.
27.
DEFAULT INTEREST
27.1
Consequences of Non-Payment
If any sum due and payable by the Parent or any Obligor under this Agreement is not paid on the due date therefor in accordance with the provisions of Clause 32 ( Payments ) or if any sum due and payable by an Obligor pursuant to a judgment of any court in connection with this Agreement is not paid on the date of such judgment, the period beginning on such due date or, as the case may be, the date of such judgment and ending on the Business Day on which the obligation of such Obligor to pay the Unpaid Sum is discharged shall be divided into successive periods, each of which (other than the first) shall start on the last day of the preceding such period (which shall be a Business Day) and the duration of each of which shall (except as otherwise provided in this Clause 27 ( Default Interest )) be selected by the Facility Agent.
27.2
Default Rate
During each such period relating thereto as is mentioned in Clause 27.1 ( Consequences of Non-Payment ) an Unpaid Sum shall bear interest at the rate per annum which is the

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sum from time to time of one per cent., the Margin (provided that if any Unpaid Sum is not directly referable to a particular Facility the Margin shall be the Revolving Facility Margin) and EURIBOR or LIBOR, as the case may be, on the Quotation Date therefor, provided that:
(a)
if, for any such period, EURIBOR or LIBOR, as the case may be, cannot be determined, the rate of interest applicable to each Lender’s portion of such Unpaid Sum shall be the rate per annum which is the sum of one per cent., the Margin, (as aforesaid) at such time and the rate per annum that shall be notified to the Facility Agent by such Lender as soon as practicable after the beginning of such period as being that which expresses as a percentage rate per annum the cost to such Lender of funding from whatever sources it may reasonably select its portion of such Unpaid Sum during such period; and
(b)
if such Unpaid Sum is all or part of an Advance which became due and payable on a day other than the last day of an Interest Period or Term relating thereto, the first Interest Period or Term applicable to it shall be of a duration equal to the unexpired portion of that Interest Period or Term and the rate of interest applicable thereto from time to time during such Interest Period or Term shall be that which exceeds by one per cent. the rate which would have been applicable to it had it not so fallen due.
27.3
Maturity of Default Interest
Any interest which shall have accrued under Clause 27.2 ( Default Rate ) in respect of an Unpaid Sum shall be due and payable and shall be paid by the Obligor owing such sum at the end of the period by reference to which it is calculated or on such other dates as the Facility Agent may specify by written notice to such Obligor.
27.4
Construction of Unpaid Sum
Any Unpaid Sum shall (for the purposes of this Clause 27 ( Default Interest ), Clause 18 ( Increased Costs ), Clause 30 ( Borrowers’ Indemnities ) be treated as an advance and accordingly in those provisions the term “Advance” includes any Unpaid Sum and the term “Interest Period” and “Term”, in relation to an Unpaid Sum, includes each such period relating thereto as is mentioned in Clause 27.1 ( Consequences of Non-Payment ).
28.
GUARANTEE AND INDEMNITY
28.1
Guarantee
With effect from the Signing Date or if later, the date on which it accedes to this Agreement in such capacity, each Guarantor irrevocably and unconditionally guarantees, jointly and severally, to each of the Relevant Finance Parties the due and punctual payment by each

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Borrower and each Hedging Obligor of all sums payable by each Borrower and each Hedging Obligor under each of the Relevant Finance Documents and agrees that promptly on demand it will pay to the Facility Agent each and every sum of money which each Borrower and each Hedging Obligor is at any time liable to pay to any Relevant Finance Party under or pursuant to any Relevant Finance Document and which has become due and payable but has not been paid at the time such demand is made and provided that before any such demand is made on a Restricted Guarantor, demand for payment of the relevant sum shall first have been made on the relevant Borrower or Hedging Obligor.
28.2
Indemnity
With effect from the Signing Date, or if later, the date upon which it accedes to this Agreement in such capacity, each Guarantor (other than a Restricted Guarantor) irrevocably and unconditionally agrees, jointly and severally, as primary obligor and not only as surety, to indemnify and hold harmless each Relevant Finance Party on demand by the Facility Agent from and against any loss incurred by such Relevant Finance Party as a result of any of the obligations of each Borrower and each Hedging Obligor under or pursuant to any Relevant Finance Document being or becoming void, voidable, unenforceable or ineffective as against any Borrower or Hedging Obligor for any reason whatsoever (whether or not known to that Relevant Finance Party or any other person) the amount of such loss being the amount which the Relevant Finance Party suffering it would otherwise have been entitled to recover from the relevant Borrower or Hedging Obligor and provided that the amount payable by a Guarantor under this Clause 28.2 ( Indemnity ) shall not exceed the amount such Guarantor would have had to pay under Clause 28.1 ( Guarantee ) if the amount claimed had been recoverable on the basis of a guarantee.
28.3
Continuing and Independent Obligations
The obligations of each Guarantor under this Agreement shall constitute and be continuing obligations which shall not be released or discharged by any intermediate payment or settlement of all or any of the obligations of each Borrower and each Hedging Obligor under the Relevant Finance Documents, shall continue in full force and effect until the unconditional and irrevocable payment and discharge in full of all amounts owing by each Borrower and each Hedging Obligor under each of the Relevant Finance Documents and are in addition to and independent of, and shall not prejudice or merge with, any other security (or right of set off) which any Relevant Finance Party may at any time hold in respect of such obligations or any of them.
28.4
Avoidance of Payments
Where any release, discharge or other arrangement in respect of any obligation of any Borrower or Hedging Obligor, or any Security held by any Relevant Finance Party

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therefor, is given or made in reliance on any payment or other disposition which is avoided or must be repaid (whether in whole or in part) in an insolvency, liquidation or otherwise and whether or not any Relevant Finance Party has conceded or compromised any claim that any such payment or other disposition will or should be avoided or repaid (in whole or in part), the provisions of this Clause 28.4 ( Avoidance of Payments ) shall continue as if such release, discharge or other arrangement had not been given or made.
28.5
Immediate Recourse
None of the Relevant Finance Parties shall be obliged, before exercising or enforcing any of the rights conferred upon them in respect of the Guarantors by this Agreement or by Law, to seek to recover amounts due from any Borrower or Hedging Obligor or to exercise or enforce any other rights or Security any of them may have or hold in respect of any of the obligations of any Borrower or Hedging Obligor under any of the Relevant Finance Documents save that no demand for any payment may be made on any Restricted Guarantor unless such demand has first been made on the relevant Borrower or Hedging Obligor.
28.6
Waiver of Defences
Neither the obligations of the Guarantors contained in this Agreement nor the rights, powers and remedies conferred on the Relevant Finance Parties in respect of the Guarantors by this Agreement or by Law shall be discharged, impaired or otherwise affected by:
(a)
the winding-up, dissolution, administration or reorganisation of any Borrower or Hedging Obligor or any other person or any change in the status, function, control or ownership of any Borrower or Hedging Obligor or any such person;
(b)
any of the obligations of any Borrower or Hedging Obligor or any other person under any Relevant Finance Document or any Security held by any Relevant Finance Party therefor being or becoming illegal, invalid, unenforceable or ineffective in any respect;
(c)
any time or other indulgence being granted to or agreed (i) to or with any Borrower or Hedging Obligor or any other person in respect of its obligations or (ii) in respect of any security granted under any Relevant Finance Documents;
(d)
unless otherwise agreed, any amendment to, or any variation, waiver or release of, any obligation of, or any Security granted by, any Borrower or Hedging Obligor or any other person under any Relevant Finance Document;

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(e)
any total or partial failure to take, or perfect, any Security proposed to be taken in respect of the obligations of any Borrower or Hedging Obligor or any other person under the Relevant Finance Documents;
(f)
any total or partial failure to realise the value of, or any release, discharge, exchange or substitution of, any security held by any Relevant Finance Party in respect of any Borrower or Hedging Obligor’s obligations under any Relevant Finance Document;
(g)
any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any Hedging Obligor or any other person;
(h)
any amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of a Relevant Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Relevant Finance Document or other document or security; or
(i)
any other act, event or omission which might operate to discharge, impair or otherwise affect any of the obligations of any of the Guarantors under this Agreement or any of the rights, powers or remedies conferred upon the Relevant Finance Parties or any of them by this Agreement or by Law.
28.7
No Competition
Until all amounts which may become payable by each Borrower and each Hedging Obligor under or in connection with the Relevant Finance Documents have been paid in full, no Guarantor will exercise any rights:
(a)
to claim by way of contribution or indemnity in relation to any of the obligations of each Borrower and each Hedging Obligor under any of the Relevant Finance Documents;
(b)
to claim or prove as a creditor of any Borrower or Hedging Obligor or any other person or its estate in competition with the Relevant Finance Parties or any of them;
(c)
to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Relevant Finance Parties under the Relevant Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Relevant Finance Documents by any Relevant Finance Party;

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(d)
to bring legal or other proceedings for an order requiring any Obligor or Hedging Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 28.1 ( Guarantee ); or
(e)
to exercise any right of set-off against any Obligor or Hedging Obligor,
except to the extent that the Facility Agent so requires and in such manner and upon such terms as the Facility Agent may specify and each Guarantor shall hold any moneys, rights or security held or received by it as a result of the exercise of any such rights on trust for the Facility Agent for application in or towards payment of any sums at any time owed by each Borrower and each Hedging Obligor under any of the Relevant Finance Documents as if such moneys, rights or security were held or received by the Facility Agent under this Agreement.
28.8
Appropriation
To the extent any Relevant Finance Party receives any sum from any Guarantor in respect of the obligations of any of the other Obligors or Hedging Obligors under any of the Relevant Finance Documents which is insufficient to discharge all sums which are then due and payable in respect of such obligations of such other Obligors or Hedging Obligors, such Relevant Finance Party shall not be obliged to apply any such sum in or towards payment of amounts owing by such other Obligor or Hedging Obligors under any of the Relevant Finance Documents, and any such sum may, in the relevant Relevant Finance Party’s discretion, be credited to a suspense or impersonal account and held in such account pending the application from time to time (as the relevant Relevant Finance Party may think fit) of such sums in or towards the discharge of such liabilities owed to it by such other Obligor or Hedging Obligors under the Relevant Finance Documents as such Relevant Finance Party may select provided that such Relevant Finance Party shall promptly make such application upon receiving sums sufficient to discharge all sums then due and payable to it by such other Obligor or Hedging Obligors under the Relevant Finance Documents.
28.9
Limitation of Liabilities of United States Guarantors
Each Restricted Guarantor and each of the Relevant Finance Parties (by its acceptance of the benefits of the guarantee under this Clause 28 ( Guarantee and Indemnity )) hereby confirms its intention that this guarantee should not constitute a fraudulent transfer or conveyance for the purposes of any bankruptcy, insolvency or similar law, the United States Uniform Fraudulent Conveyance Act or any similar Federal, state or foreign law. To effectuate the foregoing intention, each Restricted Guarantor and each of the Relevant Finance Parties (by its acceptance of the benefits of the guarantee under this Clause 28 ( Guarantee and Indemnity )) hereby irrevocably agrees that its obligations under this Clause 28 ( Guarantee and Indemnity ) shall be limited to the maximum amount as will,

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after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Restricted Guarantor that are relevant under such laws, and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Restricted Guarantor and the other Guarantors, result in the obligations of such Restricted Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance.
28.10
US Guarantors
(a)
In this clause, the terms “Fraudulent Transfer Laws,” “US Obligor” and “US Guarantor” are to be construed in accordance with the Fraudulent Transfer Laws.
(b)
Each US Guarantor acknowledges that:
(i)
it will receive valuable direct or indirect benefits as a result of the transactions financed by the Relevant Finance Documents;
(ii)
those benefits will constitute reasonably equivalent value and fair consideration for the purpose of any fraudulent transfer law; and
(iii)
each Relevant Finance Party has acted in good faith in connection with the guarantee given by that US Guarantor and the transactions contemplated by the Relevant Finance Documents.
(c)
Each US Guarantor represents and warrants to each Relevant Finance Party that:
(i)
the aggregate amount of its debts (including its obligations under the Relevant Finance Documents) is less than the aggregate value (being the lesser of fair valuation and present fair saleable value) of its assets;
(ii)
its capital is not unreasonably small to carry on its business as it is being conducted;
(iii)
it has not incurred and does not intend to incur debts beyond its ability to pay as they mature; and
(iv)
it has not made a transfer or incurred any obligation under any Relevant Finance Document with the intent to hinder, delay or defraud any of its present or future creditors.
(d)
Each representation and warranty in this Clause:
(i)
is made by each US Guarantor on the date of this Agreement;
(ii)
is deemed to be repeated by:

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(A)
each Acceding Guarantor on the date that Acceding Guarantor becomes a US Guarantor; and
(B)
each US Guarantor on the date of each Utilisation Request and the first day of each Term; and
(iii)
is, when repeated, applied to the circumstances existing at the time of repetition.
28.11
Droit de Discussion and Droit de Division
(a)
Any right which at any time any Guarantor may have under the existing or future laws of Jersey whether by virtue of the droit de discussion or otherwise to require that recourse be had to the assets of any other person before any claim is enforced against such Guarantor in respect of the obligations assumed by such Guarantor under or in connection with any Relevant Finance Document is hereby waived.
(b)
Any right which at any time any Guarantor may have under the existing or future laws of Jersey whether by virtue of the droit de division or otherwise to require that any liability under any guarantee or indemnity given in or in connection with any Relevant Finance Document be divided or apportioned with any other person or reduced in any manner whatsoever is hereby waived.
28.12
Guarantee Limitations
This guarantee does not apply to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of sections 678 or 679 of the Act or any equivalent and applicable provisions under the laws of the jurisdiction of incorporation of the relevant Guarantor and, with respect to any Acceding Guarantor, is subject to any limitations set out in the Accession Notice applicable to such Acceding Guarantor.
29.
ROLE OF THE FACILITY AGENT, THE ARRANGERS, THE L/C BANKS AND OTHERS
29.1
Appointment of the Facility Agent
Each of the other Relevant Finance Parties under the Facilities appoints The Bank of Nova Scotia as the Facility Agent to act as its agent under and in connection with the Relevant Finance Documents and authorises The Bank of Nova Scotia to exercise the rights, powers, authorities and discretions specifically delegated to it under or in connection with the Relevant Finance Documents together with any other incidental rights, powers, authorities and discretions.
29.2
Duties of the Facility Agent

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(a)
Subject to paragraph (b) below, the Facility Agent shall promptly forward to a party to this Agreement the original or a copy of any document which is delivered to the Facility Agent for that party by any other party.
(b)
Without prejudice to Clause 36.14 ( Copy of Transfer Deed, Transfer Agreement or Increase Confirmation to Company ), paragraph (a) above shall not apply to any Transfer Deed, Transfer Agreement or any Increase Confirmation.
(c)
Except where a Relevant Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to any party to this Agreement.
(d)
If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Relevant Finance Party (other than the Facility Agent, the Arranger or the Security Trustee) under this Agreement it shall promptly notify the other Relevant Finance Parties.
(e)
The Facility Agent shall promptly inform each Lender of the contents of any notice or document received by it in its capacity as Facility Agent from the Parent or any of the Obligors under the Relevant Finance Documents.
(f)
The Facility Agent is not obliged to monitor or enquire as to whether or not a Default has occurred. The Facility Agent shall not be deemed to have knowledge of the occurrence of a Default. However, if the Facility Agent receives notice from a Party referring to this Agreement, describing the Default and stating that the event is a Default, it shall promptly notify the Lenders of such notice.
(g)
If so instructed by the Instructing Group, the Facility Agent shall refrain from exercising any power or discretion vested in it as agent under any Relevant Finance Document.
(h)
The duties of the Facility Agent under the Relevant Finance Documents are, save to the extent otherwise expressly provided, solely mechanical and administrative in nature.
(i)
The Facility Agent shall provide to the Company within five Business Days of request (but no more frequently than once per calendar month), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Relevant Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means

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to and by each Lender to whom any communication under or in connection with the Relevant Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Facility Agent to that Lender under the Relevant Finance Documents.
29.3
Role of the Bookrunners and the Arrangers
Except as specifically provided in the Relevant Finance Documents, none of the Bookrunners or the Arrangers shall have any obligations of any kind to any other party under or in connection with any Relevant Finance Document.
29.4
No Fiduciary Duties
(a)
Nothing in the Relevant Finance Documents constitutes the Facility Agent, any of the Arrangers or any L/C Bank as a trustee or fiduciary of any other person.
(b)
None of the Facility Agent, the Security Trustee, the Arrangers, any L/C Bank or any Ancillary Facility Lender shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.
29.5
Business with the Wider Group
Any of the Facility Agent, the Arrangers, the Security Trustee, each L/C Bank and each Ancillary Facility Lender may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Wider Group.
29.6
Discretion of the Facility Agent and L/C Banks
(a)
The Facility Agent and each L/C Bank may rely on:
(i)
any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii)
any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b)
The Facility Agent may assume, unless it has received notice to the contrary in its capacity as agent for the Lenders, that:
(i)
no Default has occurred (unless the Facility Agent has actual knowledge of a Default arising under Clause 26.2 ( Non-payment );
(ii)
any right, power, authority or discretion vested in this Agreement upon any party, the Lenders or the Instructing Group has not been exercised; and

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(iii)
any notice or request made by the Obligors’ Agent is made on behalf of and with the consent and knowledge of the Parent and all the Obligors.
(c)
The Facility Agent and each L/C Bank may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d)
The Facility Agent and each L/C Bank may act in relation to the Relevant Finance Documents through its personnel and agents.
(e)
The Facility Agent may execute on behalf of any L/C Bank any Documentary Credit issued under this Agreement.
(f)
The Facility Agent may disclose to any other party to this Agreement any information it reasonably believes it has received as agent under this Agreement.
(g)
Without prejudice to the generality of paragraph (f) above, the Facility Agent may disclose the identity of a Defaulting Lender to the other Relevant Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Instructing Group.
(h)
Notwithstanding any other provision of any Relevant Finance Document to the contrary, none of the Facility Agent, the Arranger or the bank is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
29.7
Instructing Group Instructions
(a)
Unless a contrary indication appears in a Relevant Finance Document, the Facility Agent shall (i) act in accordance with any instructions given to it by the Instructing Group or Revolving Facility Instructing Group, as applicable (or, if so instructed by the Instructing Group or Revolving Facility Instructing Group, as applicable, refrain from acting or exercising any right, power, authority or discretion vested in it as Facility Agent) and (ii) shall not be liable to any Relevant Finance Party for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Instructing Group.
(b)
Unless a contrary indication appears in a Relevant Finance Document, any instructions given by (i) the Instructing Group will be binding on all the Relevant Finance Parties (provided that where the Instructing Group refers only to more than 50 per cent. of Lenders under a single Facility, such instructions should only be binding on the Lenders under that Facility) or (ii) a Revolving Facility Instructing Group will be binding on all the Lenders under the Revolving Facility.

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(c)
The Facility Agent may refrain from acting in accordance with the instructions of the Instructing Group, a Revolving Facility Instructing Group, or, if appropriate, the Lenders until it has received such security or collateral as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with such instructions.
(d)
In the absence of instructions from the Instructing Group, a Revolving Facility Instructing Group, or, if appropriate, the Lenders, the Facility Agent may act (or refrain from taking action) as it considers to be in the best interests of the Lenders.
(e)
The Facility Agent shall not be authorised to act on behalf of a Lender in any legal or arbitration proceedings relating to any Relevant Finance Document without first obtaining the Lender’s consent to do so. This paragraph (e) shall not apply to any legal or arbitration proceeding relating to the perfection, presentation or protection of rights under the Security Documents or enforcement of the Security or Security Documents.
29.8
No Responsibility
None of the Facility Agent, the Arrangers or any L/C Bank shall be:
(a)
responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by any Relevant Finance Party or an Obligor or any other person in or in connection with any Relevant Finance Document;
(b)
responsible for the legality, validity, effectiveness, adequacy or enforceability of any Relevant Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Relevant Finance Document; or
(c)
responsible for any determination as to whether any information provided or to be provided to any Relevant Finance Party is non public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.
29.9
Exclusion of Liability
(a)
Without limiting paragraph (b) below (and without prejudice to the provisions of Clause 32.8(e) ( Disruption to Payment Systems ), the Facility Agent, any L/C Bank or any Ancillary Facility Lender will not be liable to any Relevant Finance Party for any action taken by it under or in connection with any Relevant Finance Document, unless directly caused by its negligence or wilful misconduct.
(b)
No party to this Agreement (other than any Agent, L/C Bank or Ancillary Facility Lender (as applicable)) may take any proceedings, or assert or seek to assert any

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claim, against any officer, employee or agent of any Agent, L/C Bank or Ancillary Facility Lender in respect of any claim it might have against such Agent, L/C Bank or Ancillary Facility Lender or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Relevant Finance Document and agrees that any such officer, employee or agent may enforce this provision.
(c)
The Facility Agent will not be liable for any failure to notify any person of any matter referred to in Clause 14.7 ( Notification ) or any delay (or any related consequences) in crediting an account with an amount required under the Relevant Finance Documents to be paid by it if it has taken all reasonable steps to comply with Clause 14.7 ( Notification ) and taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by it for that purpose.
29.10
Lender’s Indemnity
Each Lender shall, in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero, indemnify the Facility Agent from time to time within three Business Days of demand by any Agent against any cost, loss or liability incurred by such Agent (otherwise than by reason of its negligence or wilful misconduct or, in the case of any cost, loss or liability pursuant to Clause 32.8 ( Disruption to Payment Systems ) notwithstanding the Facility Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) in acting as a Facility Agent under the Relevant Finance Documents (unless it has been reimbursed therefor by an Obligor pursuant to the terms of the Relevant Finance Documents).
29.11
Resignation
(a)
The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor Facility Agent by giving notice to the Lenders and the Company.
(b)
The Facility Agent may resign without having designated a successor as agent under paragraph (a) above (and shall do so if so required by the Instructing Group) by giving 30 days notice to the Lenders and the Company, in which case the Instructing Group may appoint a successor Facility Agent (acting through an office in the United Kingdom), approved by the Company, acting reasonably. If the Instructing Group has not appointed a successor Facility Agent in accordance with this paragraph (b) within 30 days after notice of resignation was given, the Facility Agent may appoint a successor Facility Agent (acting through an office in the United Kingdom), approved by the Company, acting reasonably.

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(c)
Provided no Default is outstanding, the Company may, by notice to the Facility Agent, require the Facility Agent to resign by giving five Business Days’ notice.  In this event, the Facility Agent shall resign and the Company shall appoint a successor Facility Agent (without any Lender’s consent but the successor Facility Agent shall notify the Lenders of its appointment). The Company may exercise such right to replace the Facility Agent twice during the life of the Facilities.
(d)
The retiring Facility Agent shall, at the Borrowers’ cost, make available to its successor such documents and records and provide such assistance as its successor may reasonably request for the purposes of performing its functions as Facility Agent under the Relevant Finance Documents.
(e)
The resignation notice of the Facility Agent shall only take effect upon the appointment of a successor Facility Agent.
(f)
Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Relevant Finance Documents but shall remain entitled to the benefit of this Clause 29 ( Role of the Facility Agent, the Arrangers, the L/C Banks and Others ). The Facility Agent’s successor and each of the other parties to this Agreement shall have the same rights and obligations amongst themselves as they would have had if such successor Facility Agent had been an original party as Facility Agent.
(g)
If requested by the Company by written notice to the Facility Agent, the Facility Agent shall resign in accordance with this Clause 29.11 ( Resignation ) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Facility Agent under the Finance Documents the Facility Agent notifies the Company that the Facility Agent will cease to be a FATCA Exempt Party on or after that FATCA Application Date and (in each case) the Company reasonably believes that a Party would be required to make a deduction on account of FATCA that would not be required if the Facility Agent were a FATCA Exempt Party.
29.12
Confidentiality
(a)
The Facility Agent (in acting as agent for the Relevant Finance Parties) shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.
(b)
If information is received by another division or department of the Facility Agent it may be treated as confidential to that division or department and the Facility Agent shall not be deemed to have notice of it.

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(c)
Notwithstanding any other provision of any Relevant Finance Document to the contrary, the Relevant Finance Parties are not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any Law.
29.13
Facility Office
The Facility Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement.
29.14
Credit Appraisal by the Lenders
Without affecting the responsibility of the Parent or any Obligor for information supplied by it or on its behalf in connection with any Relevant Finance Document, each Lender, L/C Bank and Ancillary Facility Lender confirms to each of the Facility Agent, the Bookrunners, the Arrangers, each L/C Bank and each Ancillary Facility Lender that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Relevant Finance Document including but not limited to:
(a)
the financial condition, status and nature of each member of the Group;
(b)
the legality, validity, effectiveness, adequacy or enforceability of any Relevant Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Relevant Finance Document;
(c)
whether that Lender has recourse, and the nature and extent of that recourse, against any party or any of its respective assets under or in connection with any Relevant Finance Document, the transactions contemplated by the Relevant Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Relevant Finance Document;
(d)
the adequacy, accuracy and/or completeness of any information provided by the Facility Agent, the Bookrunners, the Arrangers or by any other person under or in connection with any Relevant Finance Document, the transactions contemplated by the Relevant Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Relevant Finance Document; and

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(e)
the right or title of any person in or to, or the value or sufficiency of any part of the Security, the priority of any of the Security or the existence of any Security Interests affecting the Security.
29.15
Deduction from Amounts Payable by the Facility Agent
If any amount is due and payable by any party to the Facility Agent under any Relevant Finance Document the Facility Agent may, after giving notice to that party, deduct an amount not exceeding that amount from any payment to that party which the Facility Agent would otherwise be obliged to make under the Relevant Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Relevant Finance Documents that party shall be regarded as having received such payment without any such deduction.
29.16
Obligors’ Agent
(a)
The Parent and each Obligor (other than the Company) irrevocably authorises the Company to act on its behalf as its agent in relation to the Relevant Finance Documents and irrevocably authorises:
(i)
the Company on its behalf to supply all information concerning itself, its financial condition and otherwise to the relevant persons contemplated under this Agreement and to give all notices and instructions, (including, in the case of a Borrower, Utilisation Requests) to execute on its behalf any Relevant Finance Document and to enter into any agreement in connection with the Relevant Finance Documents notwithstanding that the same may affect the Parent or such Obligor, without further reference to or the consent of the Parent or such Obligor; and
(ii)
each Relevant Finance Party to give any notice, demand or other communication to be given to or served on the Parent or such Obligor pursuant to the Relevant Finance Documents to the Company on its behalf,
and in each such case the Parent or such Obligor will be bound thereby as though the Parent or such Obligor itself had supplied such information, given such notice and instructions, executed such Relevant Finance Document and agreement or received any such notice, demand or other communication and each Relevant Finance Party may rely on any action purported to be taken by the Company on behalf of that Obligor.
(b)
Every act, omission, agreement, undertaking, settlement, waiver, notice or other communication given or made by the Obligors’ Agent under any Relevant Finance Document, or in connection with this Agreement (whether or not known

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to the Parent or any other Obligor, as the case may be, and whether occurring before or after such person became party to this Agreement), shall be binding for all purposes on the Parent and all other Obligors as if the Parent or the other Obligors had expressly made, given or concurred with the same. In the event of any conflict between any notices or other communications of the Obligors’ Agent and the Parent or any other Obligor, those of the Obligors’ Agent shall prevail.
29.17
Co-operation with the Facility Agent
(a)
Each Lender and each Obligor will co-operate with the Facility Agent to complete any legal requirements imposed on the Facility Agent in connection with the performance of its duties under this Agreement and shall supply any information requested by the Facility Agent in connection with the proper performance of those duties provided that neither the Parent nor any Obligor shall be under any obligation to provide any information the supply of which would be contrary to any confidentiality obligation binding on any member of the Group or prejudice the retention of legal privilege in such information and provided further that neither the Parent nor any Obligor shall (and the Company shall procure that no member of the Bank Group shall) be able to deny the Facility Agent any such information by reason of it having entered into a confidentiality undertaking which would prevent it from disclosing, or be able to claim any legal privilege in respect of, any financial information relating to itself or the Group.
(b)
Any Lender may by notice to the Facility Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Relevant Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 39.5 ( Electronic Communication ) electronic mail address and/or any other information required to enable the sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address, department and officer by that Lender for the purposes of Clause 39.2 ( Giving of Notice ) and Clause 39.5(a)(iii) ( Electronic Communication ) and the Facility Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.
29.18
Accession documents
The Facility Agent will promptly countersign each Deed of Accession (as defined in the Group Intercreditor Agreement and HYD Intercreditor Agreement) required for

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accession of the relevant parties to this Agreement to the Group Intercreditor Agreement and HYD Intercreditor Agreement.
29.19
Security Trustee
(a)
Following the Closing Date, the Security Trustee may be replaced with the Bank of Nova Scotia (or one of its Affiliates) as a successor Security Trustee in accordance with the provisions of the Security Trust Agreement, the HYD Intercreditor Agreement and the Group Intercreditor Agreement (together the “ Relevant Trustee Documents ”), as follows.
(b)
Upon five Business Days’ notice to the Security Trustee by the Company delivered anytime within six months of the Closing Date, the Security Trustee hereby agrees to give notice of resignation under clause 5.1 ( Resignation of Security Trustee ) of the Security Trust Agreement and to use its reasonable commercial efforts (at the cost of the Company) to resign in accordance with the provisions of the Relevant Trustee Documents.
(c)
If the Security Trustee gives notice of its resignation under clause 5.1 ( Resignation of Security Trustee ) of the Security Trust Agreement, each Lender hereby gives its consent, under clause 5.3 ( Successor Security Trustee ) of the Security Trust Agreement, to the appointment of Bank of Nova Scotia (or one of its Affiliates) as a successor Security Trustee in accordance with the provisions of the Relevant Trustee Documents.
30.
BORROWERS’ INDEMNITIES
30.1
General Indemnities
Each Borrower undertakes, on a joint and several basis, to indemnify:
(a)
each of the Relevant Finance Parties against any out-of-pocket cost, claim, loss, expense (including legal fees) or liability, which any of them may sustain or incur as a consequence of the occurrence of any Default; and
(b)
each Lender against any out-of-pocket loss it may suffer or incur as a result of (i) its funding or making arrangements to fund its portion of an Advance or (ii) its issuing or making arrangements to issue a Documentary Credit or (iii) its funding or making arrangements to fund any Ancillary Facility made available by it, in each case requested by any Borrower under this Agreement but not made by reason of the operation of any one or more of the provisions of this Agreement (save as a result of such Lender’s own gross negligence or wilful default).
30.2
Break Costs

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(a)
A Borrower shall, within 10 Business Days of demand by a Relevant Finance Party, pay to that Relevant Finance Party its Break Costs attributable to all or any part of any Advance or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period or Term for that Advance or Unpaid Sum.
(b)
Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period or Term in which they accrue.
31.
CURRENCY OF ACCOUNT
31.1
Currency
Sterling is the currency of account and payment for each and every sum at any time due from any Obligor under this Agreement provided that:
(a)
each repayment of any Outstandings or Unpaid Sum (or part of it) shall be made in the currency in which those Outstandings or Unpaid Sum are denominated on their due date;
(b)
interest shall be payable in the currency in which the sum in respect of which such interest is payable was denominated when that interest accrued;
(c)
each payment in respect of costs and expenses shall be made in the currency in which the same were incurred; and
(d)
each payment pursuant to Clause 17.3 ( Tax Indemnity ) or Clause 18.1 ( Increased Costs ) shall be made in the currency specified by the Relevant Finance Party claiming under it, acting reasonably.
31.2
Currency Indemnity
(a)
If any sum due from an Obligor under the Relevant Finance Documents (a “ Sum ”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “ First Currency ”) in which that Sum is payable into another currency (the “ Second Currency ”) for the purpose of:
(i)
making or filing a claim or proof against that Obligor;
(ii)
obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,
(b)
that Obligor shall as an independent obligation, within 10 Business Days of demand, indemnify each Relevant Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including

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any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.
(c)
Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Relevant Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.
32.
PAYMENTS
32.1
Payment to the Facility Agent
On each date on which this Agreement requires an amount to be paid by the Parent or any Obligor or any of the Lenders under this Agreement, the Parent or such Obligor or, as the case may be, such Lender shall make the same available to the Facility Agent by payment in same day funds (or such other funds as may for the time being be customary for the settlement of transactions in the relevant currency) to such account or bank as the Facility Agent (acting reasonably) may have specified for this purpose and any such payment which is made for the account of another person shall be made in time to enable the Facility Agent to make available such person’s portion of it to such other person in accordance with Clause 32.2 ( Distributions by the Facility Agent ).
32.2
Distributions by the Facility Agent
Save as otherwise provided in this Agreement, each payment received by the Facility Agent for the account of another person shall be made available by the Facility Agent to such other person (in the case of a Lender, for the account of its Facility Office) for value the same day by transfer to such account of such person with such bank in a Participating Member State or London (or for payments in Dollars or any Optional Currency, in the applicable financial centre) as such person shall have previously notified to the Facility Agent by not less than five Business Days notice for this purpose.
32.3
Clear Payments
Save to the extent contemplated in Clause 8 ( Repayment of Revolving Facility Outstandings ), any payment required to be made by the Parent or any Obligor under this Agreement shall be calculated without reference to any set-off or counterclaim and shall be made free and clear of, and without any deduction for or on account of, any set-off or counterclaim.
32.4
Impaired Agent
(a)
If, at any time, the Facility Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Relevant Finance Documents to the Facility Agent in accordance with Clause 32.1 ( Payment to

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the Facility Agent ) may instead either pay that amount direct to the required recipient or pay that amount to an interest-bearing account (the “Trust Account” ) held with an Acceptable Bank within the meaning of paragraph (a) of the definition of “Acceptable Bank” and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment and designated as a trust account for the benefit of the Relevant Finance Party beneficially entitled to that payment under the Relevant Finance Documents. In each case such payments must be made within five Business Days of the due date for payment under the Relevant Finance Documents.
(b)
All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that trust account pro rata to their respective entitlements.
(c)
A party which has made a payment in accordance with this Clause 32.4 ( Impaired Agent ) shall be discharged of the relevant payment obligation under the Relevant Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.
(d)
Promptly upon the appointment of a successor Facility Agent in accordance with Clause 29.11 ( Resignation ), each Party which has made a payment to a trust account in accordance with this Clause 32.4 ( Impaired Agent ) shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Facility Agent for distribution in accordance with this Agreement.
32.5
Partial Payments
If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Parent or any Obligor under the Relevant Finance Documents, the Facility Agent shall, unless otherwise instructed by the Instructing Group, apply that payment towards the obligations of that Obligor under the Relevant Finance Documents in the following order:
(a)
first, in payment in or towards payment pro rata of any unpaid fees, costs and expenses incurred by the Facility Agent, the Security Trustee and each L/C Bank under the Relevant Finance Documents;
(b)
secondly, in or towards payment pro rata of any accrued interest or commission due but unpaid under any Relevant Finance Document;
(c)
thirdly, in or towards payment pro rata of any principal due but unpaid under any Relevant Finance Document; and

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(d)
fourthly, in or towards payment pro rata of any other sum due but unpaid under the Relevant Finance Documents,
and such application shall override any appropriation made by an Obligor.
32.6
Indemnity
Where a sum is to be paid under the Relevant Finance Documents to the Facility Agent for the account of another person, the Facility Agent shall not be obliged to make the same available to that other person (or to enter into or perform any exchange contract in connection therewith) until it has been able to establish to its satisfaction that it has actually received such sum, but if it does so and it proves to be the case that it had not actually received such sum, then the person to whom such sum (or the proceeds of such exchange contract) was (or were) so made available shall on request refund the same to the Facility Agent together with an amount sufficient to indemnify and hold harmless the Facility Agent from and against any cost or loss it may have suffered or incurred by reason of its having paid out such sum (or the proceeds of such exchange contract) prior to its having received such sum. This indemnity shall only apply to the Obligors with effect from the Signing Date.
32.7
Notification of Payment
Without prejudice to the liability of each party to this Agreement to pay each amount owing by it under this Agreement on the due date therefor, whenever a payment is expected to be made by any of the Relevant Finance Parties, the Facility Agent shall give notice prior to the expected date for such payment, notify all such Relevant Finance Parties of the amount, currency and timing of such payment.
32.8
Disruption to Payment Systems
If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Company that a Disruption Event has occurred:
(a)
the Facility Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facilities as the Facility Agent may deem reasonably necessary in the circumstances;
(b)
the Facility Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

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(c)
the Facility Agent may consult with the Relevant Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d)
any such changes agreed upon by the Facility Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Relevant Finance Parties as an amendment to (or, as the case may be, waiver of) the terms of the Relevant Finance Documents notwithstanding the provisions of Clause 42 ( Amendments );
(e)
the Facility Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 32.8 ( Disruption to Payment Systems ); and
(f)
the Facility Agent shall notify the Relevant Finance Parties of all changes agreed pursuant to paragraph (d) above.
32.9
Business Days
(a)
Any payment which is due to be made on a day that is not a Business Day shall be made on the immediately succeeding Business Day in the same calendar month (if there is one) or the immediately preceding Business Day (if there is not).
(b)
During any extension of the due date for payment of any principal or an Unpaid Sum under this Agreement, interest is payable on such amount at the rate payable on the original due date.
33.
SET-OFF
33.1
Right to Set-off
(a)
A Relevant Finance Party may set off any matured obligation due from an Obligor under the Relevant Finance Documents (to the extent beneficially owned by that Relevant Finance Party) against any matured obligation owed by that Relevant Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Relevant Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.
(b)
Any credit balances taken into account by an Ancillary Facility Lender when operating a net limit in respect of any overdraft under an Ancillary Facility shall on enforcement of the Relevant Finance Documents be applied first in the

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reduction of the overdraft provided under that Ancillary Facility in accordance with its terms.
33.2
No Obligation
No Lender shall be obliged to exercise any right given to it by Clause 33.1 ( Right to Set-off ).
34.
SHARING AMONG THE RELEVANT FINANCE PARTIES
34.1
Payments to Relevant Finance Parties
If a Relevant Finance Party (a “Recovering Relevant Finance Party” ) receives or recovers any amount from the Parent or any Obligor other than in accordance with Clause 32 ( Payments ) and applies that amount to a payment due under the Relevant Finance Documents then:
(a)
the Recovering Relevant Finance Party shall, within three Business Days, notify details of the receipt or recovery to the Facility Agent;
(b)
the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Relevant Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 32.5 ( Partial Payments ), without taking account of any tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and
(c)
the Recovering Relevant Finance Party shall, within three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “ Sharing Payment ”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Relevant Finance Party as its share of any payment to be made, in accordance with Clause 32.5 ( Partial Payments ).
34.2
Redistribution of Payments
The Facility Agent shall treat the Sharing Payment as if it had been paid by the Parent or the relevant Obligor and shall distribute it between the Relevant Finance Parties (other than the Recovering Relevant Finance Party) in accordance with Clause 32.5 ( Partial Payments ).
34.3
Recovering Relevant Finance Party’s Rights
On a distribution by the Facility Agent under Clause 34.2 ( Redistribution of Payments ), of a payment received by a Recovering Relevant Finance Party from an Obligor, as

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between the relevant Obligor and the Recovering Relevant Finance Party, an amount of the sum recovered equal to the Sharing Payment will be treated as not having been paid by that Obligor.
34.4
Reversal of Redistribution
If any part of the Sharing Payment received or recovered by a Recovering Relevant Finance Party becomes repayable and is repaid by that Recovering Relevant Finance Party, then:
(a)
each Relevant Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause 34.2 ( Redistribution of Payments ) shall, upon the request of the Facility Agent, pay to the Facility Agent for account of that Recovering Relevant Finance Party an amount equal to its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Relevant Finance Party for its share of any interest on the Sharing Payment which that Recovering Relevant Finance Party is required to pay); and
(b)
that Recovering Relevant Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the Parent or the relevant Obligor will be liable to the reimbursing Relevant Finance Party for the amount so reimbursed.
34.5
Exceptions
(a)
This Clause 34 ( Sharing among the Relevant Finance Parties ) shall not apply to the extent that the Recovering Relevant Finance Party would not, after making any payment pursuant to this Clause 34 ( Sharing among the Relevant Finance Parties ), have a valid and enforceable claim against the Parent or the relevant Obligor.
(b)
A Recovering Relevant Finance Party is not obliged to share with any other Relevant Finance Party under this Clause 34 ( Sharing among the Relevant Finance Parties ), any amount which the Recovering Relevant Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:
(i)
it notified such other Relevant Finance Party of the legal or arbitration proceedings; and
(ii)
such other Relevant Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice of it or did not take separate legal or arbitration proceedings.
34.6
Ancillary Facility Lenders

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(a)
This Clause 34 ( Sharing among the Relevant Finance Parties ) shall not apply to any receipt or recovery by a Lender in its capacity as an Ancillary Facility Lender at any time prior to service of notice under Clause 26.19 ( Acceleration ).
(b)
Following service of notice under Clause 26.19 ( Acceleration ), this Clause 34 ( Sharing among the Relevant Finance Parties ) shall apply to all receipts or recoveries by Ancillary Facility Lenders except to the extent that the receipt or recovery represents a reduction from the Designated Gross Amount for an Ancillary Facility to its Designated Net Amount.
35.
CALCULATIONS AND ACCOUNTS
35.1
Day Count Convention
Interest and commitment commission shall accrue from day to day and shall be calculated on the basis of a year of 365 days (in the case of amounts denominated in Sterling) or 360 days (in the case of amounts denominated in any other currency) (as appropriate or, in any case where market practice differs, in accordance with market practice) and the actual number of days elapsed and any Tax Deductions required to be made from any payment of interest shall be computed and paid accordingly.
35.2
Reductions
Any repayment of any Advance denominated in an Optional Currency shall reduce the amount of such Advance by the amount of such Optional Currency repaid and shall reduce the Sterling Amount of such Advance proportionately.
35.3
Role of Reference Banks and Alternative Reference Banks
(a)
No Reference Bank or Alternative Reference Bank is under any obligation to provide a quotation or any other information to the Facility Agent.
(b)
No Reference Bank or Alternative Reference Bank will be liable for any action taken by it or in connection with any Finance Document, or for any Reference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct.
(c)
No Party (other than the relevant Reference Bank or Alternative Reference Bank) may take any proceedings against any officer, employee or agent of any Reference Bank or Alternative Reference Bank in respect of any claim it might have to make against that Reference Bank or Alternative Reference Bank or in respect of any act or omission of any kind by that office, employee or agent in relation to any Finance Document, or to any Reference Bank Quotation, and any officer, employee or agent of each Base Reference Bank or Alternative Reference Bank

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may rely on this Clause 35.3 subject to Clause 43 ( Third Party Rights ) and the provisions of the Contracts (Rights of Third Parties) Act 1999.
35.4
Third party Reference Banks and Alternative Reference Banks
A Reference Bank or Alternative Reference Bank which is not a Party may rely on Clause 35.3 ( Role of Reference Banks and Alternative Reference Banks ), Clause 42.11 ( Reference Banks and Alternative Reference Banks ) and Clause 24 ( Confidentiality of Funding Rates and Reference Bank Quotations ) subject to Clause 43 ( Third Party Rights ) and the provisions of the Third Parties Act.
35.5
Maintain Accounts
Each Lender shall maintain in accordance with its usual practice accounts evidencing the amounts from time to time lent by and owing to it under this Agreement.
35.6
Control Accounts
The Facility Agent shall maintain on its books a control account or accounts in which shall be recorded:
(a)
the amount and the Sterling Amount of any Advance or Unpaid Sum and the face amount and the Sterling Amount of any Documentary Credit, and each Lender’s share in it;
(b)
the Sterling Amount of the Ancillary Facility Commitment (if any) of each Lender;
(c)
the amount of all principal, interest and other sums due or to become due from each of the Obligors to any of the Lenders under the Relevant Finance Documents and each Lender’s share in it; and
(d)
the amount of any sum received or recovered by the Facility Agent under this Agreement and each Lender’s share in it.
35.7
Prima Facie Evidence
In any legal action or proceeding arising out of or in connection with this Agreement, the entries made in the accounts maintained pursuant to Clause 35.5 ( Maintain Accounts ) and Clause 35.6 ( Control Accounts ) shall, in the absence of manifest error, be prima facie evidence of the existence and amounts of the specified obligations of the Obligors.
35.8
Certificate of Relevant Finance Party
A certificate of a Relevant Finance Party as to the amount for the time being required to indemnify it against any Tax Liability pursuant to Clause 17.3 ( Tax Indemnity ) or any

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Increased Cost pursuant to Clause 18.1 ( Increased Costs ) shall, in the absence of manifest error, be prima facie evidence of the existence and amounts of the specified obligations of the Borrower.
35.9
Certificate of the Facility Agent
A certificate of the Facility Agent as to the amount at any time due from any Borrower under this Agreement (or the amount which, but for any of the obligations of any Borrower under this Agreement being or becoming void, unenforceable or ineffective, at any time, would have been due from the Borrower under this Agreement) shall, in the absence of manifest error, be prima facie evidence for the purposes of Clause 28 ( Guarantee and Indemnity ).
35.10
Certificate of L/C Bank
A certificate of an L/C Bank as to the amount paid out or at any time due in respect of a Documentary Credit shall, absent manifest error, be prima facie evidence of the payment of such amounts or (as the case may be) of the amounts outstanding in any legal action or proceedings arising in connection therewith.
36.
ASSIGNMENTS AND TRANSFERS
36.1
Successors and Assignees
This Agreement shall be binding upon and enure to the benefit of each party to this Agreement and its or any subsequent successors, permitted assignees and transferees.
36.2
Resignation of a Borrower
(a)
With the prior consent of the Instructing Group, the Company may request that a Borrower ceases to be a Borrower by delivering to the Facility Agent a Resignation Letter.
(b)
The Facility Agent shall accept a Resignation Letter and notify the Company and the other Relevant Finance Parties of its acceptance if:
(i)
the Company has confirmed that no Event of Default is continuing or would result from the acceptance of the Resignation Letter;
(ii)
the relevant Borrower is under no actual or contingent obligations as a Borrower under any Relevant Finance Documents; and
(iii)
where the relevant Borrower is also a Guarantor, its obligations in its capacity as Guarantor continue to be legal, valid, binding and enforceable and in full force and effect (subject to any relevant reservations or qualifications contained in any legal opinion referred to in Clause 21.4

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(a) ( Legal validity )) and the amount guaranteed by it as a Guarantor is not decreased, subject to Clause 42.7 ( Release of Guarantees and Security ).
(c)
Upon notification by the Facility Agent to the Company of its acceptance of the resignation of the relevant Borrower, that company shall cease to be a Borrower and shall have no further rights or obligations under the Relevant Finance Documents as a Borrower.
(d)
The Facility Agent may, at the cost and expense of the Company, require a legal opinion from counsel confirmed the matters set out in paragraph (b)(iii) above and the Facility Agent shall be under no obligation to accept a Resignation Letter until it has obtained such opinion in form and substance reasonably satisfactory to it.
36.3
Assignment or Transfers by Borrowers
None of the rights, benefits and obligations of the Parent or an Obligor under this Agreement shall be capable of being assigned or transferred and the Parent and each Obligor undertakes not to seek to assign or transfer any of its rights, benefits and obligations under this Agreement provided that a Borrower (a “ Novating Borrower ”) may assign or transfer any of its rights, benefits and obligations under this Agreement to another Borrower incorporated in the same jurisdiction as that Novating Borrower and which is a directly or indirectly wholly-owned Subsidiary of:
(a)
the Parent;
(b)
any Permitted Affiliate Parent (as applicable) if the Parent delivers to the Facility Agent:
(i)
a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an independent financial advisor confirming the solvency of the Bank Group, taken as a whole, after giving effect to any transactions related to such assignment or transfer; and
(ii)
legal opinions, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such assignment or transfer, the Security as amended, extended, renewed, restated, supplemented, modified or replaced represents valid and perfected Security Interests not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Security Interests were not otherwise subject to immediately prior to such assignment or transfer.

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36.4
Assignments or Transfers by Lenders
(a)
Subject to the other provisions of this Clause 36.4 ( Assignments or Transfers by Lenders ), any Lender may, at any time, assign all or any of its rights and benefits under the Relevant Finance Documents in accordance with Clause 36.5 ( Assignments ) or transfer all or any of its rights, benefits and obligations under the Relevant Finance Documents to any person (a “ New Lender ”) in accordance with Clause 36.6 ( Transfer Deed ) provided that:
(i)
the prior written consent of the Company is received in respect of any assignment or transfer, such consent not to be unreasonably withheld, provided that:
(A)
such consent shall be deemed to have been given if not declined in writing within five Business Days of a written request by any Lender to the Company;
(B)
no consent shall be required in the case of any assignment or transfer by a Lender to another Lender and/or to its Affiliate (or in the case of any Lender which constitutes a fund advised and/or managed by a common entity or an Affiliate thereof, to any other fund managed by such common entity or Affiliate) which (other than in the case of any Facility in relation to the US Borrower) is a Qualifying UK Lender; and
(C)
no consent shall be required in the case of any assignment or transfer to any New Lender at any time after the occurrence of an Event of Default which is continuing; and
(ii)
the New Lender makes one of the representations set out in paragraph 8 of the Transfer Deed and provides the Company with the information required under paragraph 9 of the Transfer Deed or paragraph 3 of Annex 1 to the Transfer Agreement unless the New Lender is only participating in a Facility denominated in Dollars.
(b)
Notwithstanding any other provision of this Agreement, no Lender shall be entitled to assign or transfer any of its rights, benefits or obligations under the Finance Documents in relation to the Revolving Facility without the prior written consent of the Company, provided that no such consent shall be required in the case of any assignment or transfer:
(i)
by a Lender to another Lender under the Revolving Facility and/or to its Affiliate (or in the case of any Lender which constitutes a fund advised

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and/or managed by a common entity or an Affiliate thereof, to any other fund managed by such common entity or Affiliate); and
(ii)
to any New Lender at any time after the occurrence of an Event of Default which is continuing.
(c)
No Lender shall be entitled to:
(i)
effect any assignment or transfer:
(A)
in respect of any portion of its Commitment and/or Outstandings under any individual Facility in an amount of less than £1,000,000, $1,000,000 or €1,000,000 (in the case of participations in Advances denominated in Sterling, Dollars or euro respectively) (or its equivalent as at the date of such assignment or transfer) unless its Commitment and Outstandings under any Facility is less than such amount, in which case it shall be permitted to transfer its entire Commitment and Outstandings for such Facility;
(B)
which would result in it or the proposed assignee or transferee holding an aggregate participation of more than zero but less than £1,000,000 (or its equivalent as at the date of such assignment or transfer) in the Facilities, save that an assignment or transfer may be made to or by a trust, fund or other non-bank entity which customarily participates in the institutional market which would result in such entity holding an aggregate participation of at least £1,000,000, $1,000,000 or €1,000,000 (in the case of participations in Advances denominated in Sterling, Dollars or euro respectively) in the Facilities; or
(C)
in relation to its participation in the Revolving Facility other than to the extent such transfers and assignments are on a pro rata basis as between the relevant Lender’s Commitment under and participation in Outstandings under the Revolving Facility;
(ii)
in relation to any sub-participation of its rights and obligations under the Facilities, relinquish some or all of its voting rights in respect of the Facilities to any person in respect of any such sub-participation other than voting rights in respect of the matters referred to in Clause 42.2(b), (c), (d) or (e) ( Consents ); or

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(iii)
effect any assignment or transfer of any Facility in relation to which the relevant Borrower is a UK Borrower to a person who is not a Qualifying UK Lender.
(d)
For the purposes of satisfying the minimum hold requirement set out in paragraph (b)(i) above, any participations held by funds advised and/or managed by a common entity or an Affiliate thereof may be aggregated.
(e)
Notwithstanding any other provision of this Agreement, the consent of each L/C Bank shall be required (such consent not to be unreasonably withheld or delayed) for any assignment or transfer of any Lender’s rights and/or obligations under the Revolving Facility provided that in relation to any assignment or transfer required by the Company under Clause 10.4 ( Right of Repayment and Cancellation in Relation to a Single Lender ) or Clause 42.14 ( Replacement of Lenders ), an L/C Bank may not withhold such consent unless, acting reasonably, the reason for so doing relates to the creditworthiness of the proposed New Lender.
(f)
Notwithstanding any other provision of this Clause 36.4 ( Assignments or Transfers by Lenders ), no assignment or transfer shall be permitted to settle or otherwise become effective within the period of five Business Days prior to (i) the end of any Interest Period or (ii) any Repayment Date.
(g)
Each New Lender, by executing the relevant Transfer Deed or Transfer Agreement, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the transferring Lender would have been had it remained a Lender.
36.5
Assignments
(a)
Unless such assignment or transfer is effected by a Transfer Agreement pursuant to Clause 36.7 ( Transfer Agreements ), if any Lender wishes to assign all or any of its rights and benefits under the Relevant Finance Documents, unless and until the relevant assignee has agreed with the other Relevant Finance Parties that it shall be under the same obligations towards each of them as it would have been under if it had been an original party to the Relevant Finance Documents as a Lender, such assignment shall not become effective and the other Relevant Finance Parties shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party to this Agreement.

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(b)
Without limiting any right or discretion of the Facility Agent under the Relevant Finance Documents, the Facility Agent may in its discretion stop processing assignments or transfers under this Clause 36 ( Assignments and Transfers ) when a notice of prepayment has been received by it under this Agreement, for a period of five Business Days prior to the date the prepayment is required or expected to be made.
36.6
Transfer Deed
(a)
If any Lender wishes to transfer all or any of its rights, benefits and/or obligations under the Relevant Finance Documents, such transfer may be effected by novation through the delivery to the Facility Agent of a duly completed and duly executed Transfer Deed. Any assignment or transfer of rights, benefits and/or obligations under the Relevant Finance Documents may also be effected through the delivery to the Facility Agent of a duly completed and duly executed Transfer Agreement in accordance with Clause 36.7 ( Transfer Agreements ).
(b)
The Facility Agent shall only be obliged to execute a Transfer Deed or Transfer Agreement delivered to it pursuant to paragraph (a) above, upon its satisfaction with the results of all “know your client” or other applicable anti-money laundering checks relating to the identity of any person that it is required to carry out in relation to such New Lender.
(c)
Upon its execution of the Transfer Deed or Transfer Agreement pursuant to paragraph (b) above on the later of the Transfer Date specified in such Transfer Deed or Transfer Agreement and the fifth Business Day after (or such earlier Business Day endorsed by the Facility Agent on such Transfer Deed or Transfer Agreement falling on or after) the date of execution of such Transfer Deed or Transfer Agreement by the Facility Agent:
(i)
to the extent that in such Transfer Deed or Transfer Agreement the Lender party to it seeks to transfer its rights, benefits and obligations under the Relevant Finance Documents, the Parent, each of the Obligors and such Lender shall be released from further obligations towards one another under the Relevant Finance Documents to that extent and their respective rights against one another shall be cancelled to that extent (such rights and obligations being referred to in this Clause 36.6 ( Transfer Deed ) as “discharged rights and obligations” );
(ii)
the Parent, each of the Obligors and the New Lender party to it shall assume obligations towards one another and/or acquire rights against one another which differ from the discharged rights and obligations only insofar as the Parent, such Obligor and such New Lender have assumed

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and/or acquired the same in place of the Parent, such Obligor and such Lender;
(iii)
the other Relevant Finance Parties and the New Lender shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such New Lender been an original party to the Relevant Finance Documents as a Lender with the rights, benefits and obligations acquired or assumed by it as a result of such transfer and to that extent the Facility Agent, the Arranger, the Security Trustee, each L/C Bank and any relevant Ancillary Facility Lender and the Lender which has transferred its rights, benefits and obligations shall each be released from further obligations to each other under the Relevant Finance Documents; and
(iv)
all payments due hereunder from the Parent or any Obligor shall be due and payable to such New Lender and not to the transferring Lender; and
(d)
such New Lender shall become a party to this Agreement as a Lender.
36.7
Transfer Agreements
(a)
Subject to the other provisions of this Clause 36 ( Assignments and Transfers ), a Lender may effect an assignment or transfer of an interest in any Facility by (i) executing and delivering to the Facility Agent a Transfer Agreement via an electronic settlement system acceptable to the Facility Agent or (ii) if previously agreed with the Facility Agent, manually execute and deliver to the Facility Agent a Transfer Agreement, and the assignee shall provide to the Facility Agent such information as may be required by the Facility Agent for the purposes of this Agreement (including any applicable tax forms) in which the assignee shall designate one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Obligors and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including U.S. federal and state securities laws.
(b)
By executing and delivering a Transfer Agreement, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto the representations set out in paragraph 1 of Annex 1 to the Transfer Agreement.
(c)
Upon its receipt of a duly completed Transfer Agreement executed by an assigning Lender and an assignee, the transfer fee referred to in Clause 36.9 ( Transfer Fee ) and, if required, the written consent of the Company to such assignment and any applicable tax forms, the Facility Agent shall (i) accept such

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Transfer Agreement and (ii) record the information contained therein in the Register. No assignment intended to be effected pursuant to a Transfer Agreement shall be effective unless it has been recorded in the Register as provided in Clause 36.15 ( The Register ).
36.8
Limitation of Responsibility of Transferor
(a)
Unless expressly agreed to the contrary, a Lender which assigns or transfers its rights and/or obligations under any Relevant Finance Document (a “Transferor” ) makes no representation or warranty and assumes no responsibility to a New Lender for:
(i)
the legality, validity, effectiveness, adequacy or enforceability of the Relevant Finance Documents, the Security or any other documents;
(ii)
the financial condition of any Obligor;
(iii)
the performance and observance by any Obligor or any other member of the Group of its obligations under the Relevant Finance Documents or any other document; or
(iv)
the accuracy of any statements (whether written or oral) made in or in connection with any Relevant Finance Document or any other document,
and any representations or warranties implied by law are excluded.
(b)
Each New Lender confirms to the Transferor and the other Relevant Finance Parties that it:
(i)
has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Transferor or any other Relevant Finance Party in connection with any Relevant Finance Document or the Security; and
(ii)
will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Relevant Finance Documents or any Commitment is in force.
(c)
Nothing in any Relevant Finance Document obliges a Transferor to:

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(i)
accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 36 ( Assignments and Transfers ); or
(ii)
support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Relevant Finance Documents or otherwise.
36.9
Transfer Fee
On the date upon which a transfer takes effect pursuant to Clause 36.6 ( Transfer Deed ) the New Lender in respect of such transfer shall pay to the Facility Agent for its own account a transfer fee of £2,000.
36.10
Disclosure of Information
(a)
Each of the Facility Agent, the Security Trustee, the Bookrunners, the Arrangers, the Lenders, each L/C Bank and any Ancillary Facility Lender agrees to maintain the confidentiality of all information received from the Parent or any member of the Wider Group relating to the Parent or any member of the Wider Group or its business other than any such information that:
(i)
is or becomes public knowledge other than as a direct result of any breach of this Clause 36.10 ( Disclosure of Information );
(ii)
is available to the Facility Agent, the Security Trustee, the Bookrunners, the Arrangers, the Lenders, each L/C Bank or such Ancillary Facility Lender on a non-confidential basis prior to receipt thereof from the relevant member of the Group; or
(iii)
is lawfully obtained by any of the Facility Agent, the Security Trustee, the Bookrunners, the Arrangers, the Lenders, each L/C Bank and any Ancillary Facility Lender after that date of receipt other than from a source which is connected with the Group and which, as far as the relevant recipient thereof is aware, has not been obtained in violation of, and is not otherwise subject to, any obligation of confidentiality.
(b)
Notwithstanding paragraph (a) above any Lender may disclose to any of its Affiliates, its or its Affiliates’ professional advisors, to any actual or potential assignee or New Lender, to any person who may otherwise enter into contractual relations with such Lender in relation to this Agreement or any person to whom, and to the extent that, information is required to be disclosed by any applicable Law, such information about the Parent, the Obligors, the Wider Group as a whole as such Lender shall consider appropriate (including any Relevant Finance

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Document) provided that any such Affiliate, actual or potential assignee or New Lender or other person who may otherwise enter into contractual relations in relation to this Agreement shall first have entered into a Confidentiality Undertaking.
36.11
Disclosure to numbering service providers
(a)
Any Relevant Finance Party may disclose to any national or international numbering service provider appointed by that Relevant Finance Party to provide identification numbering services in respect of this Agreement, the Facilities and/or one or more Obligors the following information:
(i)
name of Obligors;
(ii)
country of domicile of Obligors;
(iii)
place of incorporation of Obligors;
(iv)
date of this Agreement;
(v)
the names of the Agent and the Arranger;
(vi)
date of each amendment and restatement of this Agreement;
(vii)
amount of Total Commitments;
(viii)
currencies of the Facilities;
(ix)
type of Facilities;
(x)
ranking of Facilities;
(xi)
Termination Date for Facilities;
(xii)
changes to any of the information previously supplied pursuant to paragraphs (i) to (xi) above; and
(xiii)
such other information agreed between such Relevant Finance Party and the Company, to enable such numbering service provider to provide its usual syndicated loan numbering identification service.
(b)
The Parties acknowledge and agree that such identification number assigned to this Agreement, the Facilities and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

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36.12
Disclosure to administration/settlement services providers
Notwithstanding any other term of any Relevant Finance Document or any other agreement between the Parties to the contrary (whether express or implied), any Relevant Finance Party may disclose to any person appointed by:
(a)
that Relevant Finance Party;
(b)
a person to (or through) whom that Relevant Finance Party assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Facility Agent or as any other agent or trustee under this Agreement; and/or
(c)
a person with (or through) whom that Relevant Finance Party enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made, or may be made, by reference to one or more Relevant Finance Documents and/or one or more Obligors,
to provide administration or settlement services in respect of one or more of the Relevant Finance Documents including without limitation, in relation to the trading of participations in respect of the Relevant Finance Documents, such information received from the Parent or any member of the Wider Group relating to the Parent or any member of the Wider Group or its business as may be required to be disclosed to enable such service provider to provide any of the services referred to in this Clause 36.12 ( Disclosure to administration/settlement services providers ) if the service provider to whom such information is to be given has entered into a Confidentiality Undertaking before such disclosure.
36.13
No Increased Obligations
If:
(a)
a Lender assigns or transfers any of its rights or obligations under the Relevant Finance Documents or changes its Facility Office; and
(b)
as a result of circumstances existing at the date of the assignment, transfer or change of Facility Office, the Parent or an Obligor would be obliged to make a payment to the assignee, New Lender or the Lender acting through its new Facility Office under Clause 17.1 ( Tax Gross-up ), Clause 17.3 ( Tax Indemnity ) or Clause 18 ( Increased Costs ),
then the assignee, New Lender or the Lender acting through its new Facility Office shall only be entitled to receive payment under those Clauses to the same extent as the assignor,

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transferor or the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.
36.14
Copy of Transfer Deed, Transfer Agreement or Increase Confirmation to Company
The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Deed, Transfer Agreement or an Increase Confirmation, send to the Company a copy of that Transfer Deed, Transfer Agreement or Increase Confirmation.
36.15
The Register
(a)
The Facility Agent, acting for this purpose as the agent of the Obligors, shall maintain at its address:
(i)
each Transfer Deed or Transfer Agreement referred to in Clause 36.6 ( Transfer Deed ) and each Increase Confirmation delivered to and accepted by it; and
(ii)
a register for the recording of the names and addresses of the Lenders and the Commitment of, and principal amount owing to, each Lender from time to time (the “ Register ”) under the Facility, which may be kept in electronic form.
The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Obligors, the Facility Agent and the Lenders shall treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Obligor at any reasonable time and from time to time upon reasonable prior notice.
(b)
Each party to this Agreement irrevocably authorises the Facility Agent to make the relevant entry in the Register (and which the Facility Agent shall do promptly) on its behalf for the purposes of this Clause 36.15 ( The Register ) without any further consent of, or consultation with, such Party.
(c)
The Facility Agent shall, upon request by a Lender or a New Lender, confirm to that Lender or New Lender whether a transfer or assignment from that Lender or (as the case may be) to that New Lender has been recorded on the Register (including details of the Commitment of that Lender or New Lender in the Facility).
36.16
Security Over Lenders’ Rights
In addition to the other rights provided to Lenders under this Clause 36 ( Assignments and Transfers ) each Lender may without consulting with or obtaining consent from any

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Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Relevant Finance Document to secure obligations of that Lender including, without limitation:
(a)
any charge, assignment or other Security to secure obligations to a government authority, department or agency including HM Treasury as well as a federal reserve or central bank; and
(b)
in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,
except that no such charge, assignment or Security shall:
(i)
release a Lender from any of its obligations under the Relevant Finance Documents or substitute the beneficiary of the relevant charge, assignment or other Security for the Lender as a party to any of the Relevant Finance Documents; or
(ii)
require any payments to be made by an Obligor or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Relevant Finance Documents.
36.17
Pro rata Interest Settlement
If the Facility Agent has notified the Lenders that it is able to distribute interest payments on a “ pro rata basis” to Transferors and New Lenders then (in respect of any transfer pursuant to Clause 36.6 ( Transfer Deed ) or any assignment pursuant to Clause 36.5 ( Assignments ) the date of transfer or assignment of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):
(a)
any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Transferor up to but excluding the date of transfer ( “Accrued Amounts” ) and shall become due and payable to the Transferor (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six months, on the next of the dates which falls at six monthly intervals after the first day of that Interest Period); and
(b)
the rights assigned or transferred by the Transferor will not include the right to the Accrued Amounts so that, for the avoidance of doubt:
(i)
when the Accrued Amounts become payable, those Accrued Amounts will be payable for the account of the Transferor; and

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(ii)
the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 36.17 ( Pro rata Interest Settlement ), have been payable to it on that date, but after deduction of the Accrued Amounts.
36.18
Notification
The Facility Agent shall, within 10 Business Days of receiving a notice relating to an assignment pursuant to Clause 36.5 ( Assignments ) or a notice from a Lender or the giving by the Facility Agent of its consent, in each case, relating to a change in such Lender’s Facility Office, notify the Borrowers of any such assignment, transfer or change in Facility Office, as the case may be.
36.19
Debt Purchase
(a)
For so long as:
(i)
a VMIH Affiliate beneficially owns a Commitment (whether drawn or undrawn); or
(ii)
has entered into a sub-participation agreement relating to a Commitment (whether drawn or undrawn) or other agreement or arrangement having a substantially similar economic effect and such agreement or arrangement has not been terminated,
then:
(iii)
in determining whether the requisite level of consent has been obtained to approve any request for a consent, waiver, amendment or other vote under the Relevant Finance Documents such Commitment shall be deemed to be zero; and
(iv)
for the purposes of Clause 42.2 ( Consents ), such VMIH Affiliate or the person with whom it has entered into such sub-participation, other agreement or arrangement shall be deemed not to be a Lender.
37.
COSTS AND EXPENSES
37.1
Transaction Expenses
The Company shall within 10 Business Days of demand pay the Facility Agent the amount of all costs and expenses (including legal fees, subject to any agreed caps) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution and perfection of the Relevant Finance Document and any other documents referred to in this Agreement.

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37.2
Amendment Costs
If an Obligor requests an amendment, waiver or consent under or in connection with any Relevant Finance Document the Company shall, within 10 Business Days of demand, reimburse the Facility Agent or, as the case may be, the Security Trustee, for the amount of all costs and expenses (including legal fees subject to any agreed caps) reasonably incurred by the Facility Agent or, as the case may be, the Security Trustee in responding to, evaluating, negotiating or complying with that request or requirement.
37.3
Enforcement Costs
The Company shall, within 10 Business Days of demand, pay to the Facility Agent on behalf of each Relevant Finance Party the amount of all costs and expenses (including legal fees) incurred by that Relevant Finance Party in connection with the enforcement of, or the preservation of any rights under, any Relevant Finance Document.
37.4
Stamp Duties
The Company shall pay and, within 10 Business Days of demand, indemnify each Relevant Finance Party against any cost, loss or liability which that Relevant Finance Party incurs in relation to all stamp duty, registration and other similar Tax Liabilities payable in respect of any Relevant Finance Document (other than those imposed by reason of any assignment or novation by any Relevant Finance Party).
37.5
Other indemnities
The Company shall (or shall procure that an Obligor will), within 10 Business Days of demand, indemnify each Lender against any cost, loss or liability incurred by that Lender as a result of:
(a)
the occurrence of any Event of Default;
(b)
a failure by an Obligor to pay any amount due under a Relevant Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 34 ( Sharing among the Relevant Finance Parties );
(c)
funding, or making arrangements to fund, its participation in an Advance requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Lender alone); or
(d)
an Advance (or part of an Advance) not being prepaid in accordance with a notice of prepayment given by a Borrower.
37.6
Indemnity to the Facility Agent

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The Company shall, within 10 Business Days of demand, indemnify the Facility Agent against any reasonable cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result of:
(a)
investigating any event which it reasonably believes is a Default; or
(b)
acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
37.7
Value Added Tax
(a)
All amounts expressed to be payable under any Relevant Finance Document by any Obligor to a Relevant Finance Party shall be exclusive of any VAT. If VAT is chargeable on any supply made by a Relevant Finance Party to any Obligor under any Relevant Finance Document (whether that supply is taxable pursuant to the exercise of an option or otherwise), the relevant Relevant Finance Party shall provide a VAT invoice to the Obligor and that Obligor shall pay to that Relevant Finance Party (in addition to and at the same time as paying that consideration) the VAT as further consideration.
(b)
No payment or other consideration to be made or furnished to any Obligor pursuant to or in connection with any Relevant Finance Document may be increased or added to by reference to (or as a result of any increase in the rate of) any VAT which shall be or may become chargeable in respect of any taxable supply.
(c)
Where a Relevant Finance Document requires any party to reimburse or indemnify a Relevant Finance Party for any cost or expense, that party shall reimburse or indemnify (as the case may be) such Relevant Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Relevant Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.
(d)
If VAT is or becomes chargeable on any supply made by any Relevant Finance Party (the “ Supplier ”) to any other Relevant Finance Party (the “ Recipient ”) under a Relevant Finance Document, and any party other than the Recipient (the “ Subject Party ”) is required by the terms of any Relevant Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment

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obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT.
(e)
Any reference in this Clause 37.7 ( Value Added Tax ) to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994).
Where an Obligor is required to make a payment under this Clause 37.7 ( Value Added Tax ) above, such amount shall not become due and payable until the relevant Borrower has received a formal invoice detailing the amount to be paid.
38.
REMEDIES AND WAIVERS
No failure to exercise, nor any delay in exercising, on the part of the Relevant Finance Parties or any of them, any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by Law.
39.
NOTICES AND DELIVERY OF INFORMATION
39.1
Writing
Each communication to be made under this Agreement shall be made in writing and, unless otherwise stated, shall be made by fax, telex or letter.
39.2
Giving of Notice
Any communication or document to be made or delivered by one person to another pursuant to this Agreement shall in the case of any person other than a Lender (unless that other person has by 10 Business Days written notice to the Facility Agent specified another address) be made or delivered to that other person at the address identified with its signature below or, in the case of a Lender, at the address from time to time designated by it to the Facility Agent for the purpose of this Agreement (or, in the case of a New Lender at the end of the Transfer Deed or Transfer Agreement to which it is a party as New Lender) and shall be deemed to have been made or delivered when despatched (in the case of any communication made by fax) or (in the case of any communication made by letter) when left at the address or (as the case may be) five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address provided that any communication or document to be made or delivered to the Facility Agent shall be effective only when received by the Facility Agent and then only if the

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same is expressly marked for the attention of the department or officer identified with the Facility Agent’s signature below (or such other department or officer as the relevant Agent shall from time to time specify by not less than 10 Business Days prior written notice to the Company for this purpose).
39.3
Use of Websites/E-mail
(a)
An Obligor may (and upon request by the Facility Agent, shall) satisfy its obligations under this Agreement to deliver any information in relation to those Lenders (the “Website Lenders” ) who have not objected to the delivery of information electronically by posting this information onto an electronic website designated by the Company and the Facility Agent (the “Designated Website” ) or by e-mailing such information to the Facility Agent, if:
(i)
the Facility Agent expressly agree that they will accept communication and delivery of any documents required to be delivered pursuant to this Agreement by this method;
(ii)
in the case of posting to the Designated Website, the Company and the Facility Agent are aware of the address of, and any relevant password specifications for, the Designated Website; and
(iii)
the information is in a format previously agreed between the Company and the Facility Agent.
(b)
If any Lender (a “Paper Form Lender” ) objects to the delivery of information electronically then the Facility Agent shall notify the Company accordingly and the Company shall supply the information to the Facility Agent (in sufficient copies for each Paper Form Lender) in paper form.
(c)
The Facility Agent shall supply each Website Lender with the address of, and any relevant password specifications for, the Designated Website following designation of that website by the Company and the Facility Agent.
(d)
Any Website Lender may request, through the Facility Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Company shall comply with any such request within 10 Business Days.
(e)
Subject to the other provisions of this Clause 39.3 ( Use of Websites/E-mail ), any Obligor may discharge its obligation to supply more than one copy of a document under this Agreement by posting one copy of such document to the Designated Website or e-mailing one copy of such document to the Facility Agent.

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(f)
For the purposes of paragraph (a) above, the Facility Agent hereby expressly agree that:
(i)
they will accept delivery of documents required to be delivered under Clause 23.2 ( Financial information ) by the posting of such documents to the Designated Website or by email delivery to the Facility Agent; and
(ii)
they have agreed to the format of the information required to be delivered under Clause 23.2 ( Financial information ).
39.4
Public or Private Information
Each Lender shall confirm to the Facility Agent whether it wishes to receive any information required to be provided by the group (or any member thereof) under the Relevant Finance Documents on a public or private basis taking into account applicable securities laws and regulations applicable to such Lender.
39.5
Electronic Communication
(a)
Any communication to be made between the Facility Agent and any Lender under or in connection with the Relevant Finance Documents may be made by electronic mail or other electronic means, if the relevant Agent and the relevant Lender:
(i)
agree that, unless and until notified to the contrary, this is to be an accepted form of communication;
(ii)
notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and
(iii)
notify each other of any change to their address or any other such information supplied by them.
(b)
Any electronic communication made between the Facility Agent and a Lender will be effective only when actually received in readable form and in the case of any electronic communication made by a Lender to the Facility Agent only if it is addressed in such a manner as the Facility Agent shall specify for this purpose.
39.6
Certificates of Officers
All certificates of officers of any company hereunder may be given on behalf of the relevant company and in no event shall personal liability attach to such an officer.
39.7
Patriot Act

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Each Lender subject to the USA Patriot Act (Title 111 of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act” ) hereby notifies the Parent and the Company that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Parent, the Company and the other Obligors and other information that will allow such Lender to identify Parent, the Company and the other Obligors in accordance with the Patriot Act.
39.8
Communication when Facility Agent is Impaired Agent
If the Facility Agent is an Impaired Agent the Relevant Finance Parties may, instead of communicating with each other through the Facility Agent, communicate with each other directly and (while the Facility Agent is an Impaired Agent) all the provisions of the Relevant Finance Documents which require communications to be made or notices to be given to or by the Facility Agent shall be varied so that communications may be made and notices given to or by the Relevant Finance Parties to this Agreement directly. This provision shall not operate after a replacement Facility Agent has been appointed.
40.
ENGLISH LANGUAGE
Each communication and document made or delivered by one party to another pursuant to this Agreement shall be in the English language or accompanied by a translation of it into English certified (by an officer of the person making or delivering the same) as being a true and accurate translation of it.
41.
PARTIAL INVALIDITY
If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the Law of any jurisdiction, such illegality, invalidity or unenforceability shall not affect:
(a)
the legality, validity or enforceability of the remaining provisions of this Agreement; or
(b)
the legality, validity or enforceability of such provision under the Law of any other jurisdiction.
42.
AMENDMENTS
42.1
Amendments Generally
Except as otherwise provided in this Agreement, the Facility Agent, if it has the prior written consent of the Instructing Group, and the Obligors affected thereby, may from time to time agree in writing to amend any Relevant Finance Document or to consent to or waive, prospectively or retrospectively, any of the requirements of any Relevant Finance Document and any amendments, consents or waivers so agreed shall be binding

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on all the Relevant Finance Parties and the Obligors. For the avoidance of doubt, any amendments relating to this Agreement shall only be made in accordance with the provisions of this Agreement and any amendments relating to a Hedging Agreement shall only be made in accordance with the provisions of such Hedging Agreement, in each case notwithstanding any other provisions of the Relevant Finance Documents.
42.2
Consents
An amendment, consent or waiver relating to the following matters (including any technical consequential amendments relating to such amendment, consent or waiver) may be made with the prior written consent of each Lender affected thereby and without the consent of any other Lender:
(a)
without prejudice to Clause 2.2 ( Increase ), any increase in the principal amount of any Commitment of such Lender;
(b)
a reduction in the proportion of any amount received or recovered (whether by way of set-off, combination of accounts or otherwise) in respect of any amount due from the Parent or any Obligor under this Agreement to which such Lender is entitled;
(c)
a decrease in any Margin for, or the principal amount of, any Advance, any Documentary Credit or any interest payment, fees or other amounts due under this Agreement to such Lender from the Parent or any Obligor or any other party to this Agreement;
(d)
any change in the currency of account (other than a change resulting from the United Kingdom becoming a Participating Member State);
(e)
unless otherwise specified the deferral of the date for payment of any principal, interest, fee or any other amount due under this Agreement to such Lender from the Parent or any Obligor or any other party to this Agreement;
(f)
the deferral of any Termination Date or Final Maturity Date;
(g)
any reduction to the percentage set forth in the definition of the Instructing Group; or
(h)
a change to this Clause 42.2 ( Consents ) and Clause 42.6 ( Guarantees and Security ).
42.3
Class Exception
Any amendment or waiver which:

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(a)
relates only to the rights or obligations applicable to a particular Utilisation or Facility; and
(b)
does not materially and adversely affect the rights or interests of Lenders in respect of any other Utilisation or Facility,
may be made in accordance with this Clause 42 ( Amendments ) but as if references in this Clause 42 ( Amendments ) to the specified proportion of Lenders (including, for the avoidance of doubt, each affected Lender) whose consent would, but for this Clause 42.3 ( Class Exception ), be required for that amendment or waiver were to that proportion of the Lenders participating in that particular Utilisation or Facility.
42.4
Facility Agent
The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 42 ( Amendments ).
42.5
Technical and Operational Amendments
(a)
Notwithstanding any other provision of this Clause 42 ( Amendments ), the Facility Agent may at any time without the consent or sanction of the Lenders, concur with the Company in making any modifications to any Relevant Finance Document, which in the opinion of the Facility Agent would be proper to make provided that the Facility Agent is of the opinion that such modification:
(i)
would not be materially prejudicial to the position of any Lender and in the opinion of the Facility Agent such modification is of a formal, minor or technical nature or is to correct a manifest error;
(ii)
relates to the increase in the principal amount of a Commitment of a Lender in relation to any Facility and such increased Commitment has been requested by the Company to fund any original issue discount required to be paid to that Lender in relation to that Facility under any Finance Document; or
(iii)
is of a minor, operational or technical nature.
(b)
Any such modification shall be made on such terms as the Facility Agent may determine, shall be binding upon the Lenders, and shall be notified by the Company to the Lenders as soon as practicable thereafter.
(c)
Notwithstanding any other provision of this Clause 42 ( Amendments ) or in any Finance Document, an amendment or waiver of Clauses 22.2 ( Financial Ratio ) to Clause 22.4 ( Cure Provisions ) and Clause 26.20 ( Revolving Facility Acceleration ) shall be made only with the consent of the Company and the

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Composite Revolving Facility Instructing Group and shall not require the consent or approval of any other Finance Party.
42.6
Guarantees and Security
A waiver of issuance or the release of any Guarantor from any of its obligations under Clause 28 ( Guarantee and Indemnity ) or a release of any Security under the Security Documents, in each case, other than in accordance with the terms of any Relevant Finance Document shall require the prior written consent of affected Lenders whose Available Commitments plus Outstandings amount in aggregate to more than 90 per cent. of the Available Facilities plus aggregate Outstandings.
42.7
Release of Guarantees and Security
(a)
Subject to paragraph (b) below, at the time of completion of any disposal by the Parent, any Obligor or any other provider of Security of any shares, assets or revenues the Security Trustee shall (and it is hereby authorised by the other Relevant Finance Parties to) at the request of and cost of the relevant Obligor, execute such documents as may be required to:
(i)
release those shares, assets or revenues from Security constituted by any relevant Security Document or certify that any floating charge constituted by any relevant Security Documents over such assets, revenues or rights has not crystallised; and
(ii)
release any person which as a result of that disposal, ceases to be the Parent or any Obligor, from any guarantee, indemnity or Security Document to which it is a party and its other obligations under any other Relevant Finance Document.
(b)
The Security Trustee shall only be required under paragraph (a) above to grant the release of any Security or to deliver a certificate of non-crystallisation on account of a disposal as described in that paragraph if:
(i)
the disposal is permitted under Clause 23.11 ( Disposals ) or the consent of the Instructing Group has been obtained; and
(ii)
to the extent that the disposal is to be in exchange for replacement assets the Security Trustee has either received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) one or more duly executed Security Documents granting Security over those replacement assets or is satisfied, acting reasonably, that the replacement assets will be subject to Security pursuant to any existing Security Documents.

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(c)
If at any time the Obligors at the relevant time represent a percentage which is greater than that required to satisfy the 80% Security Test and the Company provides a certificate to the Facility Agent certifying that upon the release of one or more specified Obligors from its obligations under this Agreement the 80% Security Test would continue to be satisfied, the Security Trustee shall (and it is hereby authorised by the other Relevant Finance Parties to) at the request and cost of the Company, execute such documents as may be required to release such specified Obligors from any guarantees, indemnities and/or Security Documents to which it is a party and to release it from its other obligations under any Relevant Finance Document. Any Obligor, whose assets are to be released by this paragraph (c) or any other provision of this Agreement or the Relevant Finance Documents and who as a result will not have granted security over its assets in accordance with the 80% Security Test for the benefit of the Relevant Finance Parties, shall, for purposes of the determination of the 80% Security Test, not be treated as an Obligor for the calculation in the preceding sentence and on a going forward basis. The release provisions of this paragraph (c) shall not permit any release of any guarantees or Security in favour of the Relevant Finance Parties, in each case, granted by the Parent, the Company and any Borrower (other than the Company) for as long as such entity is a Borrower.
(d)
The Security Trustee shall (and it is hereby authorised by the other Relevant Finance Parties to) at the cost of the relevant Obligor, execute such documents as may be required or desirable to effect any release (i) permitted under Clause 10.2 ( Releases ) and Clause 10.3 ( Release of Obligors ), in each case, of the Security Trust Agreement, (ii) to which a prior written consent of the relevant Lenders has been granted in accordance with Clause 42.6 ( Guarantees and Security ) and (iii) required to permit the granting of any Security Interest permitted under Clause 23.8 ( Negative pledge ).
(e)
Notwithstanding any other provision of this Agreement, the Company may 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 relevant Obligor, execute such documents as may be required or desirable to effect the release of the Security granted over any asset of an Obligor pursuant to the Security Documents to which it is a party to enable the relevant Obligor to grant in connection with that asset any encumbrance permitted under Clause 23.8 ( Negative pledge ). If, immediately prior to such release the relevant Obligor was treated as an Obligor for the purpose of the 80% Security Test, the relevant Obligor shall continue to be treated as an Obligor for those purposes notwithstanding any such release.
42.8
Asset Security Release

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(a)
Following receipt by the Lenders of the Lender Asset Security Release Confirmation, the Security Trustee shall (and it is hereby authorised by the other Relevant Finance Parties (including, if applicable, in their capacities as Hedge Counterparties (under and as defined in the Group Intercreditor Agreement and the HYD Intercreditor Agreement)) to) be irrevocably authorised by the Lenders 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.
(b)
The Lenders shall procure that any of their Affiliates that are Hedge Counterparties (under and as defined in the Group Intercreditor Agreement and the HYD Intercreditor Agreement) shall, at the request of the Company at any time, enter into all documentation that is necessary or desirable to ensure that, subject to obtaining the consent to the extent necessary of any applicable party to the Group Intercreditor Agreement and the HYD Intercreditor Agreement that is not a Party (or an Affiliate of a Party that is a Hedge Counterparty (under and as defined in the Group Intercreditor Agreement and the HYD Intercreditor Agreement)) the Security (other than any Security required to be granted under paragraph (b) of the definition of “80% Security Test”) is released.
42.9
Amendments Affecting the Facility Agent
Notwithstanding any other provision of this Agreement, the Facility Agent shall not be obliged to agree to any amendment, consent or waiver if the same would:
(a)
amend or waive any provision of Clause 29 ( Role of the Facility Agent, the Arrangers, the L/C Banks and Others ), Clause 36.10 ( Disclosure of Information ), Clause 37 ( Costs and Expenses ) or this Clause 42 ( Amendments ); or
(b)
otherwise amend or waive any of the Facility Agent’s rights under this Agreement or subject the Facility Agent to any additional obligations under this Agreement.
42.10
Calculation of Consent
Where a request for a waiver of, or an amendment to, any provision of any Relevant Finance Document has been sent by the Facility Agent to the Lenders at the request of an Obligor:
(a)    Each Lender that does not respond to such request for waiver or amendment within 10 Business Days after receipt by it of such request (or within such other period as the Facility Agent and the Company shall specify), shall be excluded from the calculation in determining whether the requisite level of consent to such waiver or amendment was granted.

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(b)    the Facility Agent, in determining whether sufficient Lenders have consented to that amendment or waiver, shall not take into account any Commitments or Advances under any relevant Facility in relation to which a cancellation or prepayment notice (as applicable) has been served in accordance with Clause 10.1 ( Voluntary Cancellation ) or Clause 11.1 ( Voluntary Prepayment ) provided that to the extent that any cancellation or prepayment is not made on the date specified in a relevant cancellation or prepayment notice then the requirement to take into account any such Commitments or Advances under any relevant Facility shall be reinstated with retroactive effect from the date of delivery of such cancellation or prepayment notice.
42.11
Reference Banks and Alternative Reference Banks
An amendment and waiver which relates to the rights and obligations of a Reference Bank or an Alternative Reference Bank (each in their capacity as such) may not be effected without the consent of that Reference Bank or that Alternative Reference Bank, as the case may be.
42.12
Replacement of Screen Rate
If any Screen Rate is not available for a currency which can be selected for an Advance, any amendment or waiver which relates to providing for another benchmark rate to apply in relation to that currency in place of that Screen Rate (or which relates to aligning any provision of a Relevant Finance Document to use that other benchmark rate) may be made with the consent of the Instructing Group and the Company.
42.13
Disenfranchisement of Defaulting Lenders
(a)
For so long as a Defaulting Lender has any Available Commitments, in determining whether the requisite level of consent has been obtained for a consent, waiver, amendment or other vote under the Relevant Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments.
(b)
For the purposes of this Clause 42.13 ( Disenfranchisement of Defaulting Lenders ), the Facility Agent may assume that the following Lenders are Defaulting Lenders:
(i)
any Lender which has notified the Facility Agent that it has become a Defaulting Lender; and
(ii)
any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred,

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unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.
42.14
Replacement of Lenders
(a)
If at any time:
(i)
any Lender becomes a Non-Consenting Lender; or
(ii)
any Lender becomes a Non-Funding Lender,
then the Company may, on not less than three Business Days prior notice to the Facility Agent and that Lender (A), replace that Lender by requiring it to (and that Lender shall) transfer all of its rights and obligations under this Agreement to a Lender or other person selected by the Company for a purchase price equal to the outstanding principal amount of such Lender’s share in the outstanding Advances and all accrued interest and fees and other amounts payable to it under this Agreement or (B) prepay that Lender all but not part of its share in its outstanding Advances and all accrued interest and fees and other amounts payable to it under this Agreement from cash flow, permitted Subordinated Funding or New Equity received by the Bank Group. Any notice delivered under this paragraph (a) shall be accompanied by a Transfer Deed or Transfer Agreement complying with Clause 36 ( Assignments and Transfers ), which Transfer Deed or Transfer Agreement shall be immediately executed by the relevant Non-Consenting Lender or, as the case may be, Non-Funding Lender and returned to the Company. If a Lender does not execute and/or return a Transfer Deed or Transfer Agreement as required by this paragraph (a) within two Business Days of delivery by the Company, the Facility Agent shall execute (and is hereby irrevocably authorised by the relevant Lender to do so) that Transfer Deed or Transfer Agreement on behalf of such Lender.
(b)
The Company shall have no right to replace the Arrangers, the Facility Agent or the Security Trustee and none of the foregoing nor shall any Lender have any obligation to the Company to find a replacement Lender or other such entity. The Company may only exercise its replacement or prepayment rights in respect of any relevant Lender within 90 days of becoming entitled to do so on each occasion such Lender is a Non-Consenting Lender or a Non-Funding Lender.
(c)
In no event shall the Lender being replaced be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender being replaced pursuant to this Agreement.

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43.
THIRD PARTY RIGHTS
(a)
A person which is not a party to this Agreement (a “third party” ) shall have no right to enforce any of its provisions except that:
(i)
a third party shall have those rights it would have had if the Contracts (Rights of Third Parties) Act 1999 had not come into effect; and
(ii)
each of Clause 17.3 ( Tax Indemnity ), Clause 18 ( Increased Costs ) and Clause 29.9 ( Exclusion of Liability ) shall be enforceable by any third party referred to in such clause as if such third party were a party to this Agreement.
(b)
Subject to Clause 42.11 ( Reference Banks and Alternative Reference Banks ) but otherwise notwithstanding any term, of any Finance Documents, the consent of any third party is not required to rescind or vary this Agreement at any time.
44.
COUNTERPARTS
This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.
45.
GOVERNING LAW
This Agreement, including all non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, English Law.

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46.
JURISDICTION
46.1
Courts
Each of the parties to this Agreement (other than the US Borrower) irrevocably agrees for the benefit of each of the Relevant Finance Parties that the courts of England shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement or any non-contractual obligation arising out of or in connection with this Agreement (respectively “Proceedings” and “Disputes” ) and, for such purposes, irrevocably submits to the jurisdiction of such courts.
46.2
Waiver
Each of the Obligors (other than the US Borrower) irrevocably waives any objection which it might now or hereafter have to Proceedings being brought or Disputes settled in the courts of England and agrees not to claim that any such court is an inconvenient or inappropriate forum.
46.3
Service of Process
Each of the Obligors (other than the US Borrower) which is not incorporated in England agrees that the process by which any Proceedings are begun may be served on it by being delivered in connection with any Proceedings in England, to the Company at its registered office for the time being and the Company, by its signature to this Agreement, accepts its appointment as such in respect of each such Obligor. If the appointment of the person mentioned in this Clause 46.3 ( Service of Process ) ceases to be effective in respect of any of the Obligors the relevant Obligor shall immediately appoint a further person in England to accept service of process on its behalf in England and, failing such appointment within 15 days, the Facility Agent shall be entitled to appoint such person by notice to the relevant Obligor. Nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law.
46.4
Proceedings in Other Jurisdictions
Nothing in Clause 46.1 ( Courts ) shall (and shall not be construed so as to) limit the right of the Relevant Finance Parties or any of them to take Proceedings against any of the Obligors (other than the US Borrower) in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable Law.
46.5
US Borrower

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Notwithstanding anything to the contrary in this Clause 46 ( Jurisdiction ), each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and of the United States sitting in the State of New York, and of the courts of the US Borrower’s corporate domicile with respect to actions or proceedings brought against the US Borrower as a defendant, for purposes of all legal proceedings relating to the US Borrower (a “ US Proceeding ”) and relating to, or arising out of, this Agreement. The US Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any US Proceeding and any claim that any US Proceeding has been brought in an inconvenient forum. Any process or summons for purposes of any US Proceeding may be served on a US Borrower by mailing a copy thereof by registered mail, or a form of mail substantially equivalent thereto, addressed to it at its address as provided for notices hereunder.
46.6
General Consent
Each of the Obligors consents generally in respect of any Proceedings or US Proceedings to the giving of any relief or the issue of any process in connection with such proceedings including the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such proceedings.
46.7
Waiver of Immunity
To the extent that any Obligor may in any jurisdiction claim for itself or its assets or revenues immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself, its assets or revenues such immunity (whether or not claimed), such Obligor irrevocably agrees not to claim, and irrevocably waives, such immunity to the full extent permitted by the laws of such jurisdiction.
46.8
Waiver of trial by jury
EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN CONNECTION WITH ANY RELEVANT FINANCE DOCUMENT OR ANY TRANSACTION CONTEMPLATED BY ANY RELEVANT FINANCE DOCUMENT. THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY THE COURT.
47.
COMPLETE AGREEMENT
The Relevant Finance Documents contain the complete agreement between the Parties on the matters to which they relate and supersede all prior commitments, agreements and understandings, whether written or oral, on those matters.

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This Agreement has been entered into on the date stated at the beginning of this Agreement.




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Schedule 1
Part 1:      Lenders and Commitments
Lender
Revolving Facility Commitment (£)
Bank of America, N.A
50,000,000
Barclays Bank PLC
50,000,000
BNP Paribas Fortis SA/NV
50,000,000
Crédit Industriel et Commercial
10,000,000
Citibank, N.A. London Branch
25,000,000
Credit Agricole Corporate and Investment Bank
25,000,000
Credit Suisse AG, London Branch
50,000,000
Credit Suisse AG, Cayman Islands Branch
0
Deutsche Bank AG, London Branch
50,000,000
DNB Bank ASA London Branch
50,000,000
Goldman Sachs Lending Partners LLC
25,000,000
HSBC Bank plc
25,000,000
ING Bank N.V.
25,000,000
JPMorgan Chase Bank, N.A., London Branch
25,000,000
Lloyds TSB Bank PLC
25,000,000
Mediobanca International (Luxembourg) S.A.
25,000,000
Morgan Stanley Bank, N.A.
25,000,000
Nomura International plc
25,000,000
The Royal Bank of Scotland plc
25,000,000
Scotiabank Europe plc
25,000,000
Société Générale, London branch
25,000,000
UBS Limited
25,000,000
Total Commitments
660,000,000


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Part 2:      Lenders Tax Status
Lender
Tax Status
Treaty Passport scheme reference number and jurisdiction of tax residence
Bank of America, N.A
UK Bank Lender
N/A
Barclays Bank PLC
UK Bank Lender
N/A
BNP Paribas Fortis SA/NV
UK Treaty Lender
18/B/359080/DTTP
Belgium
Crédit Industriel et Commercial
UK Bank Lender
N/A
Citibank, N.A. London Branch
UK Bank Lender
N/A
Credit Agricole Corporate and Investment Bank
UK Bank Lender
N/A
Credit Suisse AG, London Branch
UK Bank Lender
N/A
Credit Suisse AG, Cayman Islands Branch
 
 
Deutsche Bank AG, London Branch
UK Bank Lender
N/A
DNB Bank ASA London Branch
UK Bank Lender
N/A
Goldman Sachs Lending Partners LLC
UK Treaty Lender
13/G/356209/DTTP
USA
HSBC Bank plc
UK Bank Lender
N/A
ING Bank N.V.
UK Treaty Lender
N/A
JPMorgan Chase Bank, N.A., London Branch
UK Bank Lender
N/A
Lloyds TSB Bank PLC
UK Bank Lender
N/A
Mediobanca International (Luxembourg) S.A.
UK Treaty Lender
48/M/315419/DTTP
Morgan Stanley Bank, N.A.
UK Treaty Lender
13/M/307216/DTTP
USA
Nomura International plc
UK Non-Bank Lender
N/A
The Royal Bank of Scotland plc
UK Bank Lender
N/A
Scotiabank Europe plc
UK Bank Lender
N/A

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Société Générale, London branch
UK Bank Lender
N/A
UBS Limited
UK Bank Lender
N/A


282

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SCHEDULE 2     

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Part 1:      The Original Guarantors
1.
Virgin Media Finance Plc
2.
Virgin Media Investment Holdings Limited
3.
Virgin Media Limited
4.
Virgin Media Wholesale Limited
5.
VMIH Sub Limited
6.
Virgin Media SFA Finance Limited
7.
Virgin Media Secured Finance Plc
8.
Virgin Media Bristol LLC
9.
Ntl Victoria Limited

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Part 2:      Members of the Bank Group
Anglia Cable Communications Limited
Avon Cable Investments Limited
Avon Cable Joint Venture
Avon Cable Limited Partnership
Barnsley Cable Communications Limited
BCMV Leasing Limited
BCMV Limited
Birmingham Cable Corporation Limited
Birmingham Cable Finance Limited
Birmingham Cable Limited
Blue Yonder Workwise Limited
Bluebottle Call Limited
Bradford Cable Communications Limited
Cable Adnet Limited
Cable Camden Limited
Cable Communications Limited
Cable Enfield Limited
Cable Finance Limited
Cable Hackney & Islington Limited
Cable Haringey Limited
Cable Internet Limited
Cable London Limited
Cable on Demand Limited
CableTel (UK) Limited

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CableTel Herts and Beds Limited
CableTel Northern Ireland Limited
CableTel Scotland Limited
CableTel Surrey and Hampshire Limited
CableTel West Riding Limited
Cambridge Cable Services Limited
Cambridge Holding Company Limited
Capital City Cablevision Limited
CCL Corporate Communication Services Limited
Central Cable Holdings Limited
Central Cable Limited
Central Cable Sales Limited
Chartwell Investors, L.P.
Continental Shelf 16 Limited
Cotswolds Cable Limited Partnership
Credit-Track Debt Recovery Ltd
Crystal Palace Radio Limited
Diamond Cable Communications Limited
Doncaster Cable Communications Limited
Dundee Cable and Satellite Limited
East Coast Cable Limited
Ed Stone Limited
Edinburgh Cable Limited Partnership
EMS Investments Limited
Estuaries Cable Limited Partnership
Eurobell (Holdings) Limited

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Eurobell (IDA) Limited
Eurobell (No. 2) Limited
Eurobell (No. 3) Limited
Eurobell (South West) Limited
Eurobell (Sussex ) Limited
Eurobell (West Kent) Limited
Eurobell CPE Limited
Eurobell Internet Services Limited
Eurobell Limited
European Business Network Limited
Filegale Limited
Fleximedia Limited
Flextech (1992) Limited
Flextech (Kindernet Investment) Limited
Flextech (Travel Channel) Limited
Flextech B Limited (formerly known as Bravo TV Limited)
Flextech Broadband Holdings Limited
Flextech Broadband Limited
Flextech Broadcasting Limited
Flextech C (formerly known as Challenge TV)
Flextech Childrens Channel Limited
Flextech Communications Limited
Flextech Digital Broadcasting Limited
Flextech Distribution Limited
Flextech Family Channel Limited
Flextech Homeshopping Limited

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Flextech Interactive Limited
Flextech IVS Limited
Flextech L Limited (formerly known as Living TV Limited)
Flextech Limited
Flextech Media Holdings Limited
Flextech T Limited (formerly known as Trouble TV Limited)
Flextech Video Games Limited
Future Entertainment Sarl
General Cable Group Limited
General Cable Holdings Limited
General Cable Investments Limited
General Cable Limited
General Cable Programming Limited
Halifax Cable Communications Limited
Hieronymous Limited
Imminus (Ireland) Limited
Interactive Digital Sales Limited
IVS Cable Holdings Limited
Jewel Holdings
Lanbase European Holdings Limited
Lanbase Limited
London South Cable Partnership
M&NW Network II Limited
M&NW Network Limited
Middlesex Cable Limited
NNS U.K. Holdings 1 LLC

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NNS U.K. Holdings 2, Inc.
North CableComms Holdings, Inc.
North CableComms L.L.C.
North CableComms Management, Inc.
ntl (Aylesbury and Chiltern) Limited
ntl (B) Limited
ntl (Broadland) Limited
ntl (City and Westminster) Limited
ntl (County Durham) Limited
ntl (CRUK)
ntl (CWC Holdings)
ntl (CWC) Corporation Limited
ntl (CWC) Limited
ntl (CWC) UK
ntl (Ealing) Limited
ntl (Greenwich and Lewisham) Limited
ntl (Hampshire) Limited
ntl (Harrogate) Limited
ntl (Harrow) Limited
ntl (Kent) Limited
ntl (Lambeth and Southwark) Limited
ntl (Leeds) Limited
ntl (Norwich) Limited
ntl (Peterborough) Limited
ntl (South East) Limited
ntl (South Hertfordshire) Limited

291

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ntl (South London) Limited
ntl (Southampton and Eastleigh) Limited
ntl (Thamesmead) Limited
NTL (Triangle) LLC
ntl (V)
ntl (Wandsworth) Limited
ntl (Wearside) Limited
ntl (West London) Limited
ntl (YorCan) Limited
ntl (York) Limited
ntl Acquisition Company Limited
ntl Bolton Cablevision Holding Company
NTL Bromley Company
ntl Business (Ireland) Limited
ntl Business Limited
ntl CableComms Bolton
ntl CableComms Bolton Leasing Limited
ntl CableComms Bromley
ntl CableComms Bromley Leasing Limited
ntl CableComms Bury and Rochdale
ntl CableComms Cheshire
ntl CableComms Derby
ntl CableComms Derby Leasing Limited
ntl CableComms East Lancashire
ntl CableComms Greater Manchester
ntl CableComms Greater Manchester Leasing Limited

292

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ntl CableComms Group Limited
NTL CableComms Group, Inc.
ntl CableComms Holdings No. 1 Limited
ntl CableComms Holdings No. 2 Limited
ntl CableComms Limited
ntl CableComms Macclesfield
ntl CableComms Manchester Limited
ntl CableComms Oldham and Tameside
ntl CableComms Solent
ntl CableComms Staffordshire
ntl CableComms Stockport
ntl CableComms Surrey
ntl CableComms Surrey Leasing Limited
ntl CableComms Sussex
ntl CableComms Sussex Leasing Limited
ntl CableComms Wessex
ntl CableComms Wessex Leasing Limited
ntl CableComms Wirral
ntl Cambridge Limited
NTL Chartwell Holdings 2, Inc.
ntl Chartwell Holdings Limited
NTL Chartwell Holdings, Inc.
ntl Communications Services Limited
ntl Darlington Limited
ntl Derby Cablevision Holding Company
ntl Funding Limited

293

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ntl Glasgow
ntl Glasgow Holdings Limited
ntl Holdings (Broadland) Limited
ntl Holdings (East London) Limited
ntl Holdings (Fenland) Limited
ntl Holdings (Leeds) Limited
ntl Holdings (Norwich) Limited
ntl Holdings (Peterborough) Limited
ntl Internet Services Limited
ntl Irish Holdings Limited
ntl Kirklees
ntl Kirklees Holdings Limited
ntl Manchester Cablevision Holding Company
ntl Microclock Services Limited
ntl Midlands Limited
ntl Midlands Leasing Limited
ntl National Networks Limited
NTL North CableComms Holdings, Inc.
NTL North CableComms Management, Inc.
ntl Partcheer Company Limited
NTL Programming Subsidiary Company
ntl Rectangle Limited
ntl Sideoffer Limited
NTL Solent Company
ntl Solent Telephone and Cable TV Company Limited
NTL South CableComms Holdings, Inc.

294

50628347_22


NTL South CableComms Management, Inc.
ntl South Central Limited
ntl South Wales Limited
ntl Streetunique Projects Limited
ntl Streetunit Projects Limited
ntl Streetusual Services Limited
ntl Streetvision Services Limited
ntl Streetvital Services Limited
ntl Streetwarm Services Limited
ntl Streetwide Services Limited
ntl Strikeagent Trading Limited
ntl Strikeamount Trading Limited
ntl Strikeapart Trading Limited
NTL Surrey Company
NTL Sussex Company
ntl Teesside Limited
ntl Telecom Services Limited
NTL UK CableComms Holdings, Inc.
ntl UK Telephone and Cable TV Holding Company Limited
ntl Victoria II Limited
ntl Victoria Limited
NTL Wessex Company
ntl Winston Holdings Limited
NTL Winston Holdings, Inc.
NTL Wirral Company
ntl Wirral Telephone and Cable TV Company

295

50628347_22


ntl Wirral Telephone and Cable TV Company Leasing Limited
Perth Cable Television Limited
Pinnacle Debt Recovery Limited
Rapid Travel Solutions Limited
Rotherham Cable Communications Limited
SANE Network Limited
Screenshop Limited
Sheffield Cable Communications Limited
South CableComms Holdings, Inc.
South CableComms LLC
South CableComms Management, Inc.
Southwestern Bell International Holdings Limited
TCI/US West Cable Communications Group
Telewest Communications (Central Lancashire) Limited
Telewest Communications (Cotswolds) Limited
Telewest Communications (Cotswolds) Venture
Telewest Communications (Cumbernauld) Limited
Telewest Communications (Dumbarton) Limited
Telewest Communications (Dundee & Perth) Limited
Telewest Communications (Falkirk) Limited
Telewest Communications (Fylde & Wyre) Limited
Telewest Communications (Glenrothes) Limited
Telewest Communications (Internet) Limited
Telewest Communications (Liverpool) Limited
Telewest Communications (London South) Joint Venture
Telewest Communications (London South) Limited

296

50628347_22


Telewest Communications (Midlands and North West) Limited
Telewest Communications (Midlands) Limited
Telewest Communications (Motherwell) Limited
Telewest Communications (Nominees) Limited
Telewest Communications (North East) Limited
Telewest Communications (North East) Partnership
Telewest Communications (North West) Limited
Telewest Communications (Publications) Limited
Telewest Communications (Scotland Holdings) Limited
Telewest Communications (Scotland) Limited
Telewest Communications (Scotland) Venture
Telewest Communications (South East) Limited
Telewest Communications (South East) Partnership
Telewest Communications (South Thames Estuary) Limited
Telewest Communications (South West) Limited
Telewest Communications (Southport) Limited
Telewest Communications (St Helens & Knowsley) Limited
Telewest Communications (Telford) Limited
Telewest Communications (Tyneside) Limited
Telewest Communications (Wigan) Limited
Telewest Communications Cable Limited
Telewest Communications Holdco Limited
Telewest Communications Holdings Limited
Telewest Communications Networks Limited
Telewest Global Finance LLC
Telewest Health Trustees Limited

297

50628347_22


Telewest Limited
Telewest Parliamentary Holdings Limited
Telewest Trustees Limited
Telewest UK Limited
Telewest Workwise Limited
The Cable Corporation Equipment Limited
The Cable Corporation Limited
The Cable Equipment Store Limited
The Yorkshire Cable Group Limited
Theseus No.1 Limited
Theseus No.2 Limited
TVS Television Limited
Tyneside Cable Limited Partnership
United Artists Investments Limited
United Cable (London South) Limited Partnership
Virgin Media Bristol LLC
Virgin Media Business Limited
Virgin Media Directors Limited
Virgin Media Finco Limited
Virgin Media Investment Holdings Limited
Virgin Media Investments Limited
Virgin Media Limited
Virgin Media Payments Ltd
Virgin Media Secretaries Limited
Virgin Media Secured Finance PLC
Virgin Media SFA Finance Limited

298

50628347_22


Virgin Media Wholesale Limited
Virgin Mobile Group (UK) Limited
Virgin Mobile Holdings (UK) Limited
Virgin Mobile Telecoms Limited
Virgin Net Limited
VMIH Sub Limited
VMWH Limited
W Television Leasing Limited
Wakefield Cable Communications Limited
Windsor Television Limited
Winston Investors LLC
Workplace Technologies Trustees Company Limited
X-TANT Limited
Yorkshire Cable Communications Limited
Yorkshire Cable Finance Limited
Yorkshire Cable Limited
Yorkshire Cable Properties Limited
Yorkshire Cable Telecom Limited

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SCHEDULE 3     
CONDITIONS PRECEDENT AND SUBSEQUENT
Part 1:      Intentionally Left Blank


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Part 2:      Intentionally Left Blank

Part 3:      Form of Officer’s Certificate
To:    [ l ] as Facility Agent
We refer to the facilities agreement dated [ l ] (as from time to time amended, varied, novated or supplemented, the “ Facilities Agreement ”) and made between, inter alia , Virgin Media Finance PLC as Parent, Virgin Media Investment Holdings Limited, Virgin Media Limited, Virgin Media Wholesale Limited, VMIH Sub Limited and Virgin Media SFA Finance Limited [and the US Borrower] as Original Borrowers, [ l ] as Global Coordinator [ l ] as Bookrunners and Mandated Lead Arrangers, [ l ] as Facility Agent, [ l ] as Security Trustee and the financial and other institutions named in it as Lenders. Terms defined in the Facilities Agreement shall have the same meanings in this Certificate.
I, [ name ], a [ Director/General Partner/Partner/Officer ] of [ name of Obligor ] of [ address ] (the [“ Company ”/” Partnership ”])
CERTIFY without personal liability, that:
(a)
[attached to this Certificate marked “ A ” are true, correct, complete and up-to-date copies of all documents which contain or establish or relate to the [constitution of the Company]/[due formation of the Partnership]*] / [the [Company/Partnership] has not amended any of its constitutional documents in a manner which could be reasonably expected to be materially adverse to the interests of the Lenders since the date such documents were last delivered to the Facility Agent];
(b)
attached to this Certificate marked [“ A ”/” B ”] is a true, correct and complete copy of [resolutions duly passed] at [a meeting of the Board of Directors] [a meeting of the managers] [a meeting of the partners] duly convened and held on [●] or the equivalent thereof passed as a written resolution of the [Company/Partnership] approving the Relevant Finance Documents to which the [Company/Partnership] is a party and authorising their execution, signature, delivery and performance and such resolutions have not been amended, modified or revoked and are in full force and effect;
(c)
each copy document relating to it specified in [●] is correct, complete and in full force and effect and has not been amended or superseded as at the date of this Certificate;
(d)
the entry into and performance of the Relevant Finance Documents to which it is a party by the [Company/Partnership] will not breach any borrowing, guaranteeing or other indebtedness limit to which the [Company/Partnership] is subject; and

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(e)
the following signatures are the true signatures of the persons who have been authorised to sign any necessary documents on behalf of the [Company/Partnership] and to give notices and communications (including Utilisation Requests), under or in connection with the Relevant Finance Documents on behalf of the [Company/Partnership].

Name
Position
Signature
[●]
[●]
[●]

Signed:    _______________________
Director/Partner/Officer
Date:    [●]
I, [name], a [Director/Secretary/General Partner/Partner] of [name of Obligor] (the [“ Company ”/“ Partnership ”]), certify that the persons whose names and signatures are set out above are duly appointed [●] of the [Company/Partnership] and that the signatures of each of them above are their respective signatures.

Signed:    _______________________
[Director/Secretary] [Partner]
Date:    [●]

Notes:
*    Including for the avoidance of doubt any partnership agreement.

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SCHEDULE 4     
Part 1:      Form of Utilisation Request (Advances)
From:    [Name of Borrower] (the “ Borrower ”)
To:    [●]
as Facility Agent
Date:    [●]
Dear Sirs
We refer to the facilities agreement dated [●] (as from time to time amended, varied, novated or supplemented, the “ Facilities Agreement ”) and made between, inter alia , [●]. Terms defined in the Facilities Agreement shall have the same meanings in this Utilisation Request.
We, being authorised signatories of the Borrower named below, give you notice that, pursuant to the Facilities Agreement, we wish the Lenders to make an Advance on the following terms:
(a)
Facility to be used: [A/B/C/Revolving Facility]
(b)
Sterling Amount/Dollar Amount: £/US$ [●]
(c)
Currency: [●]
(d)
Interest Period/Term: [●] month[s]
(e)
Proposed date of Advance: [●] (or if that day is not a Business Day, the next Business Day)
[We hereby inform you that as at Utilisation Date, Completion will occur.]
[We hereby inform you that as of the date of this Utilisation Request, the following Event of Default has occurred and is continuing or would result from the making of this Utilisation [ insert details ].] [We confirm that, at the date of this Utilisation Request, the Repeating Representations are true in all material respects and no Default is continuing or would result from the Advance to which this Utilisation Request relates.]
The proceeds of this Utilisation should be credited to [ insert account details ].
This Utilisation Request is made by the authorised signatories of the Borrower named below and is given without personal liability.

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Yours faithfully,
 

_____________________________

_____________________________
Authorised Signatory
Authorised Signatory
for and on behalf of
for and on behalf of
[ Name of Borrower ]
[ Name of Borrower ]
Part 2:      Form of Utilisation Request (Documentary Credits)
From:    [Name of Borrower] (the “ Borrower ”

To:
[●]
[●]
 
as Facility Agent; and
as a L/C Bank

Date:    [●]
Dear Sirs
We refer to the facilities agreement dated [●] (as from time to time amended, varied, novated or supplemented, the “ Facilities Agreement ”) and made between, inter alia , [●]. Terms defined in the Facilities Agreement shall have the same meanings in this Utilisation Request.
We, being authorised signatories of the Borrower named below, give you notice that, pursuant to the Facilities Agreement, we wish [name of L/C Bank] to issue a Documentary Credit on the following terms:
(a)
Facility: [●]
(b)
Name of Beneficiary: [●]
(c)
Address of Beneficiary: [●]
(d)
Purpose of/Liabilities to be assured by the Documentary Credit: [ insert details ]
(e)
Sterling Amount: £[●]
(f)
Currency: [●]
(g)
Expiry Date: [●] month[s]
(h)
Proposed date of issue of Documentary Credit: [●] (or if that day is not a Business Day, the next Business Day)
[We hereby inform you that as of the date of this Utilisation Request, the following Event of Default has occurred and is continuing or would result from the making of this Utilisation [ insert details ].] [We confirm that, at the date of this Utilisation Request, the Repeating

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Representations are true in all material respects and no Default is continuing or would result from the Advance to which this Utilisation Request relates.]
Upon issuance of the Documentary Credit requested hereunder, please send the Documentary Credit to the Beneficiary at the address shown above, with a copy to [ insert details of relevant contact at the Borrower ].
This Utilisation Request is made by the authorised signatories of the Borrower named below and is given without personal liability.
Yours faithfully
 
 
___________________________
___________________________
Authorised Signatory
Authorised Signatory
for and on behalf of
for and on behalf of
[ Name of Borrower ]
[ Name of Borrower ]


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SCHEDULE 5     
FORM OF TRANSFER DEED
To:    [●] as Facility Agent
This Deed is dated [●] and relates to:
(1)
the facilities agreement dated [●] (as from time to time amended, varied, novated or supplemented, the “ Facilities Agreement ”) whereby certain facilities were made available to the Borrowers under the guarantee of the Guarantors, by a group of banks and other financial institutions on whose behalf [●] acts as Facility Agent in connection therewith;
(2)
[●].
1.
Terms defined in the Facilities Agreement shall, subject to any contrary indication, have the same meanings in this Deed. The terms “Lender”, “New Lender”, “Lender’s Participation” and “Portion Transferred” are defined in the Schedule to this Deed.
2.
The Lender:
(a)
confirms that the details in the Schedule to this Deed are an accurate summary of the Lender’s Participation in the Facilities Agreement and the Interest Periods or Terms (as the case may be) for existing Advances as at the date of this Deed; and
(b)
requests the New Lender to accept and procure the transfer by novation to the New Lender of the Portion Transferred by countersigning and delivering this Deed to the Facility Agent at its address for the service of notices designated to the Facility Agent in accordance with the Facilities Agreement.
3.
The New Lender requests the Facility Agent to accept this Deed as being delivered to the Facility Agent pursuant to and for the purposes of Clause 36.6 ( Transfer Deed ) of the Facilities Agreement so as to take effect in accordance with the terms of it on the Transfer Date or on such later date as may be determined in accordance with the terms of it.
4.
The New Lender confirms that it has received a copy of the Facilities Agreement together with such other information as it has required in connection with this transaction and that it has not relied and will not rely on the Lender to check or enquire on its behalf into the legality, validity, effectiveness, adequacy, accuracy or

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completeness of any such information and further agrees that it has not relied and will not rely on the Lender to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of any Obligor.
5.
The New Lender undertakes with the Lender and each of the other parties to the Facilities Agreement that it will perform in accordance with their terms all those obligations which by the terms of the Relevant Finance Documents will be assumed by it after delivery of this Deed to the Facility Agent and satisfaction of the conditions (if any) subject to which this Deed is expressed to take effect.
6.
The Lender makes no representation or warranty and assumes no responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of the Facilities Agreement, any other Relevant Finance Document or other document relating to it and assumes no responsibility for the financial condition of any Obligor or for the performance and observance by any Obligor of any of its obligations under the Facilities Agreement, any Relevant Finance Document or any other document relating to it and any and all such conditions and warranties, whether express or implied by Law or otherwise, are excluded.
7.
The Lender gives notice that nothing in this Deed or in the Facilities Agreement (or any Relevant Finance Document or other document relating to it) shall oblige the Lender (a) to accept a re transfer from the New Lender of the whole or any part of its rights, benefits and/or obligations under the Relevant Finance Documents transferred pursuant to this Deed or (b) to support any losses directly or indirectly sustained or incurred by the New Lender for any reason whatsoever (including the failure by any Obligor or any other party to the Relevant Finance Documents (or any document relating to them) to perform its obligations under any such document) and the New Lender acknowledges the absence of any such obligation as is referred to in (a) and (b) above.
8.
[The New Lender represents to the Facility Agent and to each relevant UK Borrower that it is a UK Bank Lender.]
OR
[The New Lender represents to the Facility Agent and to each relevant UK Borrower that it is a UK Non-Bank Lender and falls within paragraph [(a)/(b)] of the definition thereof.]
OR
[The New Lender represents to the Facility Agent and to each relevant UK Borrower that it is a UK Treaty Lender].[The New Lender confirms that it holds a passport under the HMRC DT Treaty Passport Scheme (reference number [ l ]) and is tax resident in [ l ].]  
OR

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[The New Lender represents to the Facility Agent and to each relevant UK Borrower that it is not a Qualifying UK Lender).]
9.
Any New Lender that is a UK Bank Lender or a UK Non-Bank Lender shall deliver to the Facility Agent, on or before the date falling five Business Days before the date upon which interest next falls due for payment after the date hereof, the following documents evidencing the tax status of the New Lender as indicated above:
UK Bank Lender
(i) certificate of incorporation; and
(ii) copy of banking licence.
UK Non- Bank Lender
(i) certificate of incorporation in the UK; or
(ii) other evidence that the relevant ss. 933-937 Income Tax Act 2007 conditions are met.

If a New Lender has previously provided the Company with the above documents (in connection with any financing made available by such New Lender to the Company) such New Lender shall only be required to confirm in writing that it had previously provided such documents and that there have been no changes to the form of such documents relevant for these purposes.
ACCESSION TO THE HYD INTERCREDITOR AGREEMENT
The New 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 as if it had been an original party thereto in such capacity.
ACCESSION TO THE GROUP INTERCREDITOR AGREEMENT
The New 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 Lender as if it had been an original party thereto in such capacity.
ACCESSION TO THE SECURITY DEED
The New Lender hereby agrees with each other person who is or becomes party to the Security Trust Agreement in accordance with the terms thereof that with effect on and from the date hereof, it will be bound by the Security Trust Agreement as a Beneficiary as if it had been an original party thereto in such capacity. This Deed, including all non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, English Law.
IN WITNESS WHEREOF this Deed has been executed as a deed by the parties hereto and is delivered on the date written above.

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THE SCHEDULE
1.     
 
Lender:
 
 
 
2.     
 
New Lender:
 
 
 
3.     
 
Transfer Date:
 
 
 
4.     
 
Lender’s Participation in Term Facility Outstandings
 
Interest Period
Portion Transferred
5.     
[(a)]
Lender’s Revolving Facility Commitment
 
Portion Transferred
 
 
[(b)]
Lender’s Ancillary Facility Commitment
 
Portion Transferred 100%]
 
6.     
[(a)]
Lender’s Participation in Revolving Facility Outstandings
 
Term
Portion Transferred
7.     
[(b)]
Lender’s Participation in Ancillary Facility Outstandings
 
 
Portion Transferred 100%]

 
 
[Documentary Credits Issued
 
Term and Expiry Date
Portion Transferred]


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The Lender
EXECUTED as a DEED by for and on
behalf of [●]
By:
By:

The Transferee
EXECUTED as a DEED by for and on
behalf of [●]
By:
By:

The Facility Agent
EXECUTED as a DEED by for and on
behalf of [●]
By:
By:
__________________________________________________________________
ADMINISTRATIVE AND FACILITY OFFICE DETAILS
10.
Facility Office Address (in relation to the Transferee’s tax status as set out in paragraph 8 above):
Please provide administrative details of the Transferee, to the extent such details have not been provided to the Facility Agent by way of a prior administrative form.
Administrative Office Address:
Contact Name:
Account for Payments:
Fax:
Telephone:
SCHEDULE 6     
FORM OF TRANSFER AGREEMENT
Assignment and Assumption
This Assignment and Assumption (the “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an] “ Assignor ”) and [the][each] Assignee identified in item 2 below ([the][each, an] “ Assignee ”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Senior Facilities Agreement identified below (as amended, the “ Senior Facilities Agreement ”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns absolutely to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Senior Facilities Agreement, as of the Effective Date inserted by the Facility Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Senior Facilities Agreement and any other documents or instruments delivered (including the Security Documents) pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit or guarantees included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any person, whether known or unknown, arising under or in connection with the Senior Facilities Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “ Assigned Interest ”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.
1.
Assignor[s]:    ______________________________
______________________________
[Assignor [is] [is not] a Defaulting Lender]

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2.
Assignee[s]:    ______________________________
______________________________
[for each Assignee, indicate [Affiliate][other]
3.
Borrower(s):    ______________________________
4.
Facility Agent:    [ l ], as the facility agent under the Senior Facilities Agreement
5.
Senior Facilities Agreement:    [The [ amount ] Senior Facilities Agreement dated as of [ l ] among [ name of Borrower(s) ], the Lenders parties thereto and [ name of Facility Agent ], as Facility Agent]
6.
Assigned Interest[s]:
Assignor[s]
Assignee[s]
Facility Assigned
Aggregate Amount of Commitment/ Advances for all Lenders
Amount of Commitment/ Advances Assigned 8
Percentage Assigned of Commitment/
Advances
CUSIP Number
 
 
 
$
$
%
 
 
 
 
$
$
%
 
 
 
 
$
$
%
 

ACCESSION TO THE HYD INTERCREDITOR AGREEMENT
The Assignee 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 as if it had been an original party thereto in such capacity.
ACCESSION TO THE GROUP INTERCREDITOR AGREEMENT
The Assignee 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 Lender as if it had been an original party thereto in such capacity.
ACCESSION TO THE SECURITY DEED
The Assignee hereby agrees with each other person who is or becomes party to the Security Trust Agreement in accordance with the terms thereof that with effect on and from the date hereof, it will be bound by the Security Trust Agreement as a Beneficiary as if it had been an original party thereto in such capacity.
7.
[Trade Date:        ______________]
Effective Date: _____________ ___, 20___ [TO BE INSERTED BY FACILITY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

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The terms set forth in this Assignment and Assumption are hereby agreed to:


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ASSIGNOR[S]
[NAME OF ASSIGNOR]

By:    ________________________
Title:

[NAME OF ASSIGNOR]


By:    ________________________
Title:

ASSIGNEE[S]
[NAME OF ASSIGNEE]


By:    ________________________
Title:

[NAME OF ASSIGNEE]


By:    ________________________
Title:
ADMINISTRATIVE AND FACILITY OFFICE DETAILS
Facility Office Address (in relation to the Assignee’s tax status as set out in paragraph 3 below):

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Please provide administrative details of the Assignee, to the extent such details have not been provided to the Facility Agent by way of a prior administrative form.
Administrative Office Address:
Contact Name:
Account for Payments:
Fax:
Telephone:

[Accepted:
[NAME OF FACILITY AGENT] , as
Facility Agent

By:    ________________________
Title:

[Consented to:]

[ NAME OF RELEVANT PARTY]

By:    ________________________
Title:


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ANNEX 1
[__________________]
STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION
1.     Representations and Warranties .
1.1     Assignor[s] . [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Senior Facilities Agreement or any other Relevant Finance Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Relevant Finance Documents or any collateral thereunder, (iii) the financial condition of the Obligors, any of its Subsidiaries or Affiliates or any other person obligated in respect of any Relevant Finance Document, or (iv) the performance or observance by the Obligors, any of their Subsidiaries or Affiliates or any other person of any of their respective obligations under any Relevant Finance Document.
1.2.     Assignee[s] . [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Senior Facilities Agreement, (ii) it meets all the requirements to be an assignee under Clause 36.4 ( Assignments or Transfers by Lenders ) to 36.6 ( Transfer Deed ) of the Senior Facilities Agreement (subject to such consents, if any, as may be required under Clause 36.4 ( Assignments or Transfers by Lenders ) of the Senior Facilities Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Senior Facilities Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Senior Facilities Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Clause 23.2 ( Financial information ) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Facility Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this

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Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) [if it is a Foreign Lender] attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Senior Facilities Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Facility Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Relevant Finance Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Relevant Finance Documents are required to be performed by it as a Lender.
2.     Payments . From and after the Effective Date, the Facility Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, the Facility Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.
3.    [The Assignee represents to the Facility Agent and to each relevant UK Borrower that it is a UK Bank Lender.]  
OR
[The Assignee represents to the Facility Agent and to each relevant UK Borrower that it is a UK Non-Bank Lender and falls within paragraph [(a)/(b)] of the definition thereof.]
OR
[The Assignee represents to the Facility Agent and to each relevant UK Borrower that it is a UK Treaty Lender].[The Assignee confirms that it holds a passport under the HMRC DT Treaty Passport Scheme (reference number [ l ]) and is tax resident in [ l ].]
OR
[The Assignee represents to the Facility Agent and to each relevant UK Borrower that it is not a Qualifying UK Lender).]
4.    Any Assignee that is a UK Bank Lender or a UK Non-Bank Lender shall deliver to the Facility Agent, on or before the date falling five Business Days before the date upon which interest next falls due for payment after the date hereof, the following documents evidencing the tax status of the Assignee as indicated above:


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UK Bank Lender
(i) certificate of incorporation; and
(ii) copy of banking licence.
UK Non- Bank Lender
(i) certificate of incorporation in the UK; or
(ii) other evidence that the relevant ss. 933-937 Income Tax Act 2007 conditions are met.

If an Assignee has previously provided the Company with the above documents (in connection with any financing made available by such Assignee to the Company) such Assignee shall only be required to confirm in writing that it had previously provided such documents and that there have been no changes to the form of such documents relevant for these purposes.
5.     General Provisions . This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption . This Assignment and Assumption shall be governed by, and construed in accordance with, English Law.

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SCHEDULE 7     
FORM OF ACCESSION NOTICE
THIS ACCESSION NOTICE is entered into on [●] by [ insert name of Holding Company ] (“ Holdco ”)] / [[ insert name of Subsidiary ] (the “ Subsidiary ”)] or any Permitted Affiliate Parent and [●] (the “ Parent ”)] [●] (the “ Company ”)] by way of a deed in favour of the Facility Agent, the Mandated Lead Arrangers and the Lenders (each as defined in the Facilities Agreement referred to below).
BACKGROUND
1.
We refer to the facilities agreement dated [●] (as from time to time amended, varied, novated or supplemented, the “ Facilities Agreement ”) and made between, inter alia , [●].
2.
[The Subsidiary is required to accede to the Facilities Agreement as an Acceding Guarantor pursuant to Clause 3 ( Conditions ) and Clause 25.3 ( Acceding Guarantors ).]
OR
[The Company has requested that the Subsidiary becomes an Acceding Borrower and an Acceding Guarantor pursuant to Clause 25.2 ( Acceding Borrowers ) of the Facilities Agreement.]
OR
[The Company has requested that the Subsidiary become an Acceding Guarantor pursuant to Clause 25.3 ( Acceding Guarantors ) of the Facilities Agreement.]
OR
[The Company has requested that Holdco becomes a party to this Agreement as the Parent pursuant to Clause 23.26(b)(iii) ( Further Assurance ) of the Facilities Agreement.]
NOW THIS DEED WITNESS AS FOLLOWS:
Terms defined in the Facilities Agreement have the same meanings in this Accession Notice.
[The Subsidiary/Holdco] is a company [ or specify any other type of entity ] duly incorporated, established or organised under the laws of [ insert relevant jurisdiction ].
[The Subsidiary/Holdco] confirms that it has received from the Company a true and up-to-date copy of the Facilities Agreement and the other Relevant Finance Documents.

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[The Subsidiary/Holdco] undertakes, upon its becoming a [party to the Facilities Agreement/Borrower/Guarantor], to perform all the obligations expressed to be undertaken under the Facilities Agreement, [the Group Intercreditor Agreement], [the HYD Intercreditor Agreement] and the other Relevant Finance Documents by a [Borrower] [Guarantor] [Holdco] and agrees that it shall be bound by the Facilities Agreement, [the Group Intercreditor Agreement], [the HYD Intercreditor Agreement], [the Supplemental HYD Intercreditor Agreement] and the other Relevant Finance Documents in all respects as if it had been an original party to them as [a Borrower] [a Guarantor] .
The Company:
(a)
repeats the Repeating Representations identified as being made by it under Clause 21 ( Representations and Warranties ) upon the date [the Subsidiary/Holdco] accedes to the Facilities Agreement; and
(b)
confirms that no Default [(other than any Default which will be remedied by the accession of the [Acceding Borrower][Acceding Guarantor] and each other person acceding as a [Borrower][Guarantor] on or about the date of this Accession Notice)] is continuing or will occur as a result of [the Subsidiary/Holdco] becoming an [Acceding Borrower/an Acceding Guarantor/ a party to this Agreement].
[The Subsidiary makes, in relation to itself, the representations and warranties expressed to be made by a Guarantor in Clause 21 ( Representations and Warranties ) of the Facilities Agreement.]
OR
[The Subsidiary makes, in relation to itself, the Repeating Representations expressed to be made by a Borrower in Clause 21 ( Representations and Warranties ) of the Facilities Agreement]
OR
[The Subsidiary makes, in relation to itself, the Repeating Representations expressed to be made by a Guarantor in Clause 21 ( Representations and Warranties ) of the Facilities Agreement]
OR
[Holdco makes, in relation to itself, the Repeating Representations expressed to be made by the Parent in Clause 21 ( Representations and Warranties ) of the Facilities Agreement]

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[The Subsidiary hereby represents that it is subject to or is potentially liable to US Federal Income Taxes or its members or shareholders are liable or potentially liable to US Federal Income Taxes in respect of its net income or profit and upon its accession to the Facilities Agreement as an Acceding Guarantor, it will be a Restricted Guarantor.]
[[The Subsidiary/Holdco] confirms that it has appointed [Virgin Media Investment Holdings Limited] to be its process agent for the purposes of accepting service of Proceedings on it.]
[The Subsidiary/Holdco]’s administrative details for the purposes of the Facilities Agreement are as follows:
Address:
Contact:
Telephone No:
Fax No:
This Accession Notice, including all non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, English Law.
This Accession Notice has been executed as a Deed by the Company and [the Parent/The Subsidiary /Holdco] and signed by the Facility Agent on the date written at the beginning of this Accession Notice.
[THE SUBSIDIARY
EXECUTED  as a DEED  by [ Name of Subsidiary ] acting by

)
)
)
Director
____________________________
[ insert name of director ]
In the presence of:
 
Witness:
____________________________
Witness Name:
____________________________
Witness Address:
____________________________
 
____________________________
 
____________________________
Witness Occupation:
____________________________

OR

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[ HOLDCO
EXECUTED  as a DEED  by [ Insert name of Holdco ] acting by

)
)
)
Director
____________________________
[ insert name of director ]
In the presence of:
 
Witness:
____________________________
Witness Name:
____________________________
Witness Address:
____________________________
 
____________________________
 
____________________________
Witness Occupation:
____________________________

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THE COMPANY
EXECUTED  as a DEED  by [ ● ] acting by

)
)
)
Director
____________________________
[ insert name of director ]
In the presence of:
 
Witness:
____________________________
Witness Name:
____________________________
Witness Address:
____________________________
 
____________________________
 
____________________________
Witness Occupation:
____________________________

THE FACILITY AGENT
[●]
By:
By:

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SCHEDULE 8     
ACCESSION DOCUMENTS
1.
Corporate Documents
In relation to the proposed Acceding Group Company:
(a)
a copy of its up-to-date constitutional documents;
(b)
a board resolution or a manager’s resolution or a partner’s resolution of such person approving the execution and delivery of the relevant Accession Notice, its accession to the Facilities Agreement as an Acceding Guarantor or Acceding Borrower, as applicable, and the performance of its obligations under the Relevant Finance Documents and authorising a person or persons identified by name or office to sign such Accession Notice and any other documents to be delivered by it pursuant thereto;
(c)
to the extent legally necessary, a copy of a shareholders’ resolution of all the shareholders of such person approving the execution, delivery and performance of the Relevant Finance Documents to which it is a party and the terms and conditions to it; and
(d)
a duly completed certificate of a duly authorised officer of such person substantially in the form of Part 3: of Schedule 3 ( Form of Officer’s Certificate ).
2.
Legal Opinions
(a)
Such legal opinions as the Facility Agent may reasonably require of such legal advisers as may be acceptable to the Facility Agent, as to:
(b)
the due incorporation, capacity and authorisation of the relevant Acceding Group Company; and
(c)
the relevant obligations to be assumed by the relevant Acceding Group Company under the Relevant Finance Documents to which it is a party being legal, valid, binding and enforceable against it,
(d)
in each case, under the relevant laws of the jurisdiction of organisation or establishment of such Acceding Group Company, as the case may be.
3.
Necessary Authorisations

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A copy of any Necessary Authorisation as is in, the reasonable opinion of counsel to the Lenders necessary to render the Relevant Finance Documents to which the relevant Acceding Group Company, is or is to be party legal, valid, binding and enforceable, to make the Relevant Finance Documents to which the relevant Acceding Group Company is or is to be party admissible in evidence in such Acceding Group Company’s jurisdiction of incorporation and (if different) in England and to enable such Acceding Group Company to perform its obligations thereunder, as a matter of law save, in the case of any Acceding Guarantor or Acceding Borrower, for any registrations or recordings required for the perfection of the Security Documents and subject to the reservations referred to in Clause 21.4(a) ( Legal validity ) (to the extent applicable).
4.
Security Documents
In the case of an Acceding Guarantor or Acceding Borrower, at least two original copies of any Security Documents required by the Facility Agent, acting reasonably in accordance with the terms of this Agreement duly executed by the proposed Acceding Guarantor or Acceding Borrower together with all documents required to be delivered pursuant to it provided the Acceding Guarantor or Acceding Borrower or other relevant provider of Security shall be under no obligation to procure the granting of Security over any shares, in receivables owed by, or any other interest in any Bank Group Excluded Subsidiary or Project Company.
5.
Process Agent
Written confirmation from any process agent referred to in the relevant Accession Notice that it accepts its appointment as process agent.
6.
Financial Statements
The latest annual audited financial statements of the relevant Acceding Group Company, if any.
7.
Accession Documents
Evidence that the Acceding Group Company has acceded to the Group Intercreditor Agreement as an Intergroup Creditor, Intergroup Debtor and/or Obligor (as applicable) and to the HYD Intercreditor Agreement as an Obligor.

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SCHEDULE 9     
Part 1:      Form of Additional Facility Accession Deed
To:    [●] as Facility Agent
[ Date ]
Dear Sirs
Additional Facility Accession Deed
This Deed is dated [●] and relates to:
(a)
the facilities agreement dated [●] (as from time to time amended, varied, novated or supplemented, the “ Facilities Agreement ”) whereby certain facilities were made available to the Borrowers under the guarantee of the Guarantors, by a group of banks and other financial institutions on whose behalf [●] acts as Facility Agent in connection therewith;
(b)
[●]
Terms defined in the Facilities Agreement shall have the same meaning in this Additional Facility Accession Deed.
We refer to Clause 2.5 ( Additional Facilities ) of the Facilities Agreement.
[Unless otherwise indicated herein, the terms of this Additional Facility Accession Deed shall be consistent in all material respects with the terms of the Facilities Agreement including, without limitation, with respect to interest period, conditions precedent, tax gross-up provisions and indemnity provisions, representations and warranties, utilisation mechanics, cancellation and prepayment (including the treatment of this Additional Facility Accession Deed under the prepayment waterfall), fees, costs and expenses, transfers, voting, amendments and waivers, financial and non-financial covenants and events of default.]
No Utilisation may be made of the Additional Facility made available pursuant to this Additional Facility Accession Deed, if, at the time of such Utilisation, an Event of Default is continuing or would result from such Utilisation.
This Additional Facility Accession Deed is made as a [term loan/revolving loan].
[Each of] [Name of Additional Facility Lender(s)] agrees to become party to and to be bound by the terms of the Facilities Agreement as an Additional Facility Lender in accordance with Clause 2.5 ( Additional Facilities ).

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The aggregate principal amount of the Additional Facility being made available under this Additional Facility Accession Deed is EUR/US$/Sterling [●].
The Additional Facility Availability Period is [●].
Interest on the Additional Facility will accrue and be payable as follows: [●]. The Additional Facility Margin is [●] per annum.
The Final Maturity Date in respect of the Additional Facility is [●].
Use of proceeds: [●].
The Additional Facility shall be repaid as follows: [●].
The Additional Facility Commencement Date is [●].
The commitment fee in relation to this Additional Facility under Clause 16 ( Commissions and Fees ) is [●] per cent. per annum.
[Add additional terms of the Additional Facility, as required, as set out in Clause 2.5 ( Additional Facilities )]
The Company confirms that all requirements of paragraph (b) of Clause 2.5 ( Additional Facilities ) are fulfilled as of the date of this Additional Facility Accession Deed;
[Each/The] Additional Facility Lender confirms to each other Relevant 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 the Additional Facility being made available pursuant to this Additional Facility Accession Deed and has not relied on any information provided to it by any other Relevant 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 Obligor’s related entities while any amount is or may be outstanding under the Facilities Agreement or any Additional Facility Commitment is in force.
The Facility Office and address for notices of [each/the] Additional Facility Lender for the purposes of Clause 39 ( Notices and Delivery of Information ) is:
[●]

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This Additional Facility Accession Deed, including all non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, English Law.
[[Each of] [Insert name of relevant Additional Facility Lender(s)] represents to the Facility Agent and to each relevant UK Borrower that is a UK Bank Lender.]
AND/OR
[[Each of] [Insert name of relevant Additional Facility Lender(s)] represents to the Facility Agent and to the each relevant UK Borrower that it is a UK Non-Bank Lender and falls within paragraph [(a)/(b)] of the definition thereof.]
AND/OR
[[Each of] [Insert name of relevant Additional Facility Lender(s)] represents to the Facility Agent and to each relevant UK Borrower that it is a UK Treaty Lender.] [[Insert name(s) of relevant Additional Facility Lender(s)] confirms that it holds a passport under the HMRC DT Treaty Passport Scheme (reference number [ l ]) and is tax resident in [ l ].]
AND/OR
[[Each of] [Insert name of relevant Additional Facility Lender(s)] represents to the Facility Agent and to each relevant UK Borrower that it is not a Qualifying UK Lender.]
Each Additional Facility Lender that is a UK Bank Lender or a UK Non-Bank Lender shall deliver to the Facility Agent, on or before the date falling five Business Days before the date upon which interest next falls due for payment after the date hereof, the following documents evidencing the tax status of such Additional Facility Lender as indicated above:
UK Bank Lender
certificate of incorporation; and
copy of banking licence.
UK Non- Bank Lender
(i) certificate of incorporation in the UK; or
(ii) other evidence that the relevant ss. 933-937 Income Tax Act 2007 conditions are met.

If an Additional Facility Lender has previously provided the Company with the above documents (in connection with any financing made available by such Additional Facility Lender to the Company) such Additional Facility Lender shall only be required to confirm in writing that it had previously provided such documents and that

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there have been no changes to the form of such documents relevant for these purposes.
ACCESSION TO THE HYD INTERCREDITOR AGREEMENT
[Each/The] Additional Facility 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.
ACCESSION TO THE GROUP INTERCREDITOR AGREEMENT
[Each/The] Additional Facility 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.
This Deed, including all non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, English Law.

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IN WITNESS WHEREOF this Deed has been executed as a deed by the parties hereto and is delivered on the date written above.
[INSERT APPROPRIATE SIGNATURE BLOCK FOR EACH ADDITIONAL FACILITY LENDER(S)]
THE COMPANY
EXECUTED  as a DEED  for and on behalf of [ ● ] acting by:

)
)
)
Director
____________________________
[ insert name of director ]
In the presence of:
 
Witness:
____________________________
Witness Name:
____________________________
Witness Address:
____________________________
 
____________________________
 
____________________________
Witness Occupation:
____________________________

[ INSERT APPROPRIATE SIGNATURE BLOCK FOR EACH ADDITIONAL FACILITY BORROWER ]
THE FACILITY AGENT
EXECUTED as a DEED  for and on behalf of
 
[●]
[●]
By:
By:

Administrative Details of Additional Facility Lender and its Facility Office
Facility Office Address in relation to its tax status as set out above:
Administrative Office:
Contact Name:

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Account for Payments:
Fax:
Telephone:
Part 2:      Conditions Precedent to Additional Facility Utilisation
1.
Corporate Documents
In relation to each Borrower in respect of the Additional Facility:
(a)
a copy of its up-to-date constitutional documents or a certificate of an authorised officer of the Company confirming that such Borrower 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 the officer’s certificate in relation to such Obligor was last delivered to the Facility Agent.
(b)
a copy of a board resolution or a manager’s or partner’s resolution of such person approving the incurrence by such person of the indebtedness under the Additional Facility; and
(c)
a duly completed certificate of a duly authorised officer of such person in the form attached in Part 1: of Schedule 9 ( Form of Additional Facility Officer’s Certificate ) with such amendments as the Facility Agent may agree.
2.
Fees
Evidence that the agreed fees payable by the Company or the relevant Borrower (or both) in connection with the utilisation of the Additional Facility have been or will be paid.
3.
Designation
Duly executed copy of notices of the Company of:
(a)
designating the Additional Facility as New Senior Liabilities in accordance with Clause 12 ( New Senior Liabilities ) of the Group Intercreditor Agreement; and
(b)
designating the Additional Facility as Designated Senior Liabilities in accordance with Clause 8.2 ( Designated Senior Liabilities ) of the HYD Intercreditor Agreement.
4.
Legal Opinions

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Such legal opinions as the Facility Agent may reasonably require of such legal advisers as may be acceptable to the Facility Agent, as to:
(a)
the due incorporation, capacity and authorisation of the relevant Additional Facility Borrower; and
(b)
the relevant obligations to be assumed by the relevant Additional Facility Borrower under the Relevant Finance Documents to which it is a party being legal, valid, binding and enforceable against it,
in each case, under the relevant laws of the jurisdiction of organisation or establishment of such Additional Facility Borrower, as the case may be.
Part 3:      Form of Additional Facility Officer’s Certificate
To:    [●] as Facility Agent
We refer to the facilities agreement dated [●] (as from time to time amended, varied, novated or supplemented, the “ Facilities Agreement ”) and made between, inter alia , [●]. Terms defined in the Facilities Agreement shall have the same meanings in this Certificate.
I, [ name ], a [Director/Partner/General Partner/Officer] of [ name of Obligor ] of [ address ] (the [“ Company ”/” Partnership ”])
CERTIFY without personal liability, that:
(a)
[attached to this Certificate marked “ A ” are true, correct, complete and up-to-date copies of all documents which contain or establish or relate to the constitution of the [Company/Partnership];] / [the [Company/Partnership] has not amended any of its constitutional documents in a manner which could be reasonably expected to be materially adverse to the interests of the Lenders since the date such documents were last delivered to the Facility Agent];
(b)
attached to this Certificate marked [“ A ”/” B ”] is a true, correct and complete copy of [resolutions duly passed] at [a meeting of the Board of Directors] [a meeting of the managers] [a meeting of the partners] duly convened and held on [●] or the equivalent thereof passed as a written resolution of the [Company/Partnership] approving the Relevant Finance Documents to which the [Company/Partnership] is a party and authorising their execution, signature, delivery and performance and such resolutions have not been amended, modified or revoked and are in full force and effect; and
(c)
the incurrence of the indebtedness under the Additional Facility by the [Company/Partnership] will not breach any borrowing, guaranteeing or other indebtedness limit to which the [Company/Partnership] is subject.

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SCHEDULE 10     
ORIGINAL SECURITY DOCUMENTS
Existing Original Security Documents
No.    Name of Security Document
ENGLISH SECURITY DOCUMENTS
1.     
Confirmation Deed dated 3 March 2011 made between Virgin Media Investment Holdings Limited and each of its subsidiaries, Deutsche Bank AG, London Branch as Security Trustee and the Bank of New York Mellon as Trustee under the Senior Secured Notes.
2.     
Composite Debenture dated 19 January 2010 by each of the Obligors listed therein in favour of Deutsche Bank AG, London Branch as Security Trustee.
3.     
Composite Debenture dated 15 April 2010 by Virgin Media SFA Finance Limited in favour of Deutsche Bank AG, London Branch as Security Trustee.
4.     
Composite Debenture dated 10 June 2010 by each of the Obligors listed therein in favour of Deutsche Bank AG, London Branch as Security Trustee.
5.     
Composite Debenture dated 29 January 2010 by each of the Obligors listed therein in favour of Deutsche Bank AG, London Branch as Security Trustee.
6.     
Composite Debenture dated 18 February 2011 by VMWH Limited in favour of Deutsche Bank AG, London Branch as Security Trustee.
7.     
Charge over Shares dated 15 April 2010 granted by Virgin Media Finance PLC as Chargor in favour of Deutsche Bank AG, London Branch as Security Trustee.
8.     
Blocked Account Charge dated 9 February 2010 and made between Virgin Media Investment Holdings Limited and Deutsche Bank AG, London Branch.
9.     
Assignment of loans dated 15 April 2010 granted by Virgin Media Finance PLC in favour of Deutsche Bank AG, London Branch as Security Trustee.
SCOTTISH SECURITY DOCUMENTS
10.     
Confirmation Deed dated 3 March 2011 made between Virgin Media Investment Holdings Limited and each of its subsidiaries, Deutsche Bank AG, London Branch as Security Trustee and the Bank of New York Mellon as Trustee under the Senior Secured Notes.
11.     
Share Pledge dated 19 January 2010 and made between NTL Glasgow and Deutsche Bank AG, London Branch.
12.     
Bond and Floating Charge dated 19 January 2010 and made between NTL Glasgow and Deutsche Bank AG, London Branch.
13.     
Bond and Floating Charge dated 19 January 2010 and made between Telewest Communications (Motherwell) Limited and Deutsche Bank AG, London Branch.

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ENGLISH SECURITY DOCUMENTS
14.     
Bond and Floating Charge dated 19 January 2010 and made between Telewest Communications (Dundee & Perth) Limited and Deutsche Bank AG, London Branch.
NEW YORK SECURITY DOCUMENTS
15.     
Reaffirmation Agreement dated 3 March 2011 between Virgin Media Inc., each subsidiaries, Deutsche Bank AG, London Branch as Security Trustee and the Bank of New York Mellon as Trustee under the Senior Secured Notes.
16.     
Amended and Restated Share Pledge Agreement dated as of January 19, 2010 granted by Virgin Media Limited and others, as Pledgors in favour of Deutsche Bank AG, London Branch as Security Trustee.

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SCHEDULE 11     
Part 1:      Existing Security Interests
CHARGOR
DATE
BENEFICIARY
SUMMARY
EUROBELL (SOUTH WEST) LIMITED
29 MAY 1997
LLOYDS BANK PLC
DEPOSIT AGREEMENT
EUROBELL (SUSSEX) LIMITED
29 MAY 1997
LLOYDS BANK PLC
DEPOSIT AGREEMENT
EUROBELL (WEST KENT) LIMITED
29 MAY 1997
LLOYDS BANK PLC
DEPOSIT AGREEMENT
NTL KIRKLEES
06 AUGUST 1997
NATIONAL BANK WESTMINSTER PLC
CHARGE OVER CREDIT BALANCES
NTL KIRKLEES
31 JANUARY 1997
NATIONAL BANK WESTMINSTER PLC
CHARGE OVER CREDIT BALANCES
NTL MIDLANDS LIMITED
27 SEPTEMBER 1994
NATIONAL WESTMINSTER BANK PLC
LEGAL MORTGAGE
NTL (SOUTH HERTFORDSHIRE) LIMITED
20 FEBRUARY 2001
NTL (CWC) LIMITED
DEBENTURE
SHEFFIELD CABLE COMMUNICATIONS LIMITED
12 NOVEMBER 1999
BARCLAYS BANK PLC
LEGAL CHARGE OF LEASEHOLD PROPERTY KNOWN AS 1.62 ACRES OF LAND AT SHEFFIELD TECHNOLOGY PARK
SHEFFIELD CABLE COMMUNICATIONS LIMITED
24 DECEMBER 1996
BARCLAYS BANK PLC
LEGAL CHARGE GRANTED OVER 1 CHIPPINGHAM STREET, SHEFFIELD
TELEWEST COMMUNICATIONS NETWORKS LIMITED
15 OCTOBER 2004
BARCLAYS BANK PLC
DEED OF CHARGE OVER CREDIT BALANCES
VIRGIN MEDIA FINANCE PLC
13 APRIL 2004
CREDIT SUISSE FIRST BOSTON
AN EQUITABLE CHARGE OF INTERCOMPANY RECEIVABLES

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CHARGOR
DATE
BENEFICIARY
SUMMARY
VIRGIN MEDIA LIMITED
4 JUNE 2009
PEEL MEDIA LIMITED
DEPOSIT DEED
VIRGIN MEDIA LIMITED
18 MAY 2006
DEUTSCHE BANK AG LONDON BRANCH (AS SECURITY TRUSTEE FOR THE BENEFICIARIES)
SUPPLEMENTAL MORTGAGE
VIRGIN MEDIA LIMITED
5 JUNE 2002
EXPRESS PROPERTY INVESTMENTS LIMITED
RENT DEPOSIT DEED - BASEMENT AT 90-92 CRAWFORD STREET LONDON
VIRGIN MEDIA LIMITED
21 FEBRUARY 2002
LEEDS CITY COUNCIL
RENT DEPOSIT DEED - MEANS THE SUM OF £4,000 TOGETHER WITH ALL MONEY RECEIVED
VIRGIN MEDIA WHOLESALE LIMITED
19 MAY 2005
COMMERCIAL MANAGEMENT (INVESTMENTS) LIMITED (ACTING AS SOLE GENERAL PARTNER OF CML INVESTMENTS
RENT SECURITY DEPOSIT DEED
VIRGIN MOBILE TELECOMS LIMITED
29 FEBRUARY 2000
THE ROYAL BANK OF SCOTLAND PLC
CHARGE OF DEPOSIT - THE DEPOSIT INITIALLY OF £100,000 CREDITED TO ACCOUNT DESIGNATION 20063280 WITH THE BANK AND ANY ADDITION TO THAT DEPOSIT AND ANY DEPOSIT OR ACCOUNT FROM TIME TO TIME OF ANY CURRENCY DESCRIPTION OR DESIGNATION WHICH DERIVES IN WHOLE OR IN PART FROM SUCH DEPOSIT OR ACCOUNT

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CHARGOR
DATE
BENEFICIARY
SUMMARY
VIRGIN MOBILE TELECOMS LIMITED
28 OCTOBER 1999
THE ROYAL BANK OF SCOTLAND PLC
CHARGE OF DEPOSIT - THE DEPOSIT INITIALLY OF £45,000 CREDITED TO ACCOUNT DESIGNATION 20063272
VIRGIN NET LIMITED
19 APRIL 1999
AT & T (UK) LTD
RENT DEPOSIT DEED - THE BALANCE CREDITED TO THE INTEREST BEARING ACCOUNT OPENED IN THE NAME OF THE MORTGAGEE WITH A BANK OR OTHER INSTITUTION OF THE MORTGAGEES CHOOSING WHEREIN £250,000 PLUS VAT IS FOR THE TIME BEING LODGED SEE CHARGE PARTICULARS FORM FOR DETAILS
X-TANT LIMITED
28 JUNE 2002
LEEDS CITY COUNCIL
RENT DEPOSIT DEED - £5,550.00 WITH ALL OTHER SUMS RECEIVED
X-TANT LIMITED
4 OCTOBER 2000
BERRY TRADE LIMITED
LICENCE FOR ASSIGNMENT RELATING TO THE PREMISES K/A GROUND FLOOR UNIT 1 ISIS BUSINESS CENTRE HORSPATH ROAD COWLEY OXFORD (THE PREMISES) INCORPORATING A RENT DEPOSIT CHARGE

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CHARGOR
DATE
BENEFICIARY
SUMMARY
X-TANT LIMITED
4 OCTOBER 2000
BERRY TRADE LIMITED
LICENCE TO ASSIGN
X-TANT LIMITED
21 SEPTEMBER 2000
AC SKELTON & SONS LIMITED
RENTAL DEPOSIT AGREEMENT
X-TANT LIMITED
20 SEPTEMBER 1999
HANGER ESTATES LIMITED
RENT DEPOSIT DEED - £1,680 DUE OR TO BECOME DUE FROM THE COMPANY TO THE CHARGEE
X-TANT LIMITED
1 JULY 1999
A C SKELTON & SONS LIMITED
RENTAL DEPOSIT AGREEMENT - AN AMOUNT HELD FROM TIME TO TIME BY THE CHARGEE PURSUANT TO THE TERMS OF THE RENTAL DEPOSIT AGREEMENT EQUIVALENT TO £2,400
CABLETEL SURREY AND HAMPSHIRE LIMITED
19/07/1995
BRITISH AEROSPACE PENSION FUNDS TRUSTEES LIMITED
DEED OF RENTAL DEPOSIT
CRYSTAL PALACE RADIO LIMITED
21/12/2004
BARCLAYS BANK PLC
PLEDGE AND SECURITY AGREEMENT
LANBASE EUROPEAN HOLDINGS LIMITED
14/06/1991
AIRSPACE INVESTMENTS LIMITED
RENT DEPOSIT DEED
LANBASE LIMITED
01/10/1991
AIRSPACE INVESTMENTS LIMITED
RENT DEPOSIT DEED
NTL (CWC HOLDINGS)
13/04/2004
CREDIT SUISSE FIRST BOSTON
DEBENTURE
NTL (PETERBOROUGH) LIMITED
10/08/1990
MIDAS INTERNATIONAL PROPERTIES PLC
COUNTERPART RENT DEPOSIT DEED
NTL (SOUTH EAST) LIMITED
15/06/1994
THE PRUDENTIAL ASSURANCE COMPANY LIMITED
RENT DEPOSIT DEED

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CHARGOR
DATE
BENEFICIARY
SUMMARY
NTL (SOUTH EAST) LIMITED
22/03/1996
NATWEST SPECIALIST FINANCE LIMITED
LESSOR SOUTH EAST DEBENTURE
(ALL OF THE PROPERTY OR UNDERTAKING NO LONGER FORMS PART OF CHARGE)
NTL (TRIANGLE) LLC
03/03/2006
DEUTSCHE BANK AG, LONDON BRANCH
CHARGE
NTL (TRIANGLE) LLC
16/06/2006
DEUTSCHE BANK AG, LONDON BRANCH
AN ALTERNATIVE BRIDGE CHARGE OVER SHARES
NTL CABLECOMMS GROUP LIMITED
13/04/2004
CREDIT SUISSE FIRST BOSTON
A PLEDGE AGREEMENT
NTL CHARTWELL HOLDINGS LIMITED
21/02/2001
CHASE MANHATTAN INTERNATIONAL LIMITED
PLEDGE AGREEMENT
NTL CHARTWELL HOLDINGS LIMITED
27/09/2001
CHASE MANHATTAN INTERNATIONAL LIMITED
SECOND DEBENTURE
NTL CHARTWELL HOLDINGS LIMITED
27/09/2001
CHASE MANHATTAN INTERNATIONAL LIMITED
SECOND DEBENTURE
NTL CHARTWELL HOLDINGS LIMITED
13/04/2004
CREDIT SUISSE FIRST BOSTON
DEBENTURE
NTL COMMUNICATIONS SERVICES LIMITED
13/04/2004
CREDIT SUISSE FIRST BOSTON
DEBENTURE
NTL HOLDINGS (NORWICH) LIMITED
13/04/2004
CREDIT SUISSE FIRST BOSTON
MORTGAGE
NTL HOLDINGS (PETERBOROUGH) LIMITED
13/04/2004
CREDIT SUISSE FIRST BOSTON
DEBENTURE
NTL NATIONAL NETWORKS LIMITED
24/05/2006
ROSEDALE PROPERTY HOLDINGS LIMITED
RENT DEPOSIT DEED

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CHARGOR
DATE
BENEFICIARY
SUMMARY
NTL NATIONAL NETWORKS LIMITED
30/08/2006
ROYAL BANK OF CANADA TRUST COMPANY (JERSEY) LIMITED AS TRUSTEE OF EXCHANGE QUAY MASTER TRUST
RENT DEPOSIT DEED
NTL SOUTH CENTRAL LIMITED
09/08/1993
HIGGS & HILL PROPERTIES LIMITED
RENT DEPOSIT DEED
NTL SOUTH CENTRAL LIMITED
14/12/1993
UBERIOR NOMINEES (GULLIVER D.P.U.T.) LIMITED
DEED OF DEPOSIT
NTL SOUTH CENTRAL LIMITED
11/06/1996
ELMROSE PROPERTIES LIMITED
UNDERLEASE
NTL SOUTH CENTRAL LIMITED
17/12/2001
BARCLAYS NOMINEES (GEORGE YARD) LIMITED
DEED OF DEPOSIT
NTL UK CABLECOMMS HOLDINGS, INC.
27/09/2001
CHASE MANHATTAN INTERNATIONAL LIMITED,LONDON,
SECURITY AGREEMENT
NTL UK CABLECOMMS HOLDINGS, INC.
27/09/2001
CHASE MANHATTAN INTERNATIONAL LIMITED,LONDON,
PLEDGE AGREEMENT
NTL UK CABLECOMMS HOLDINGS, INC.
13/04/2004
CREDIT SUISSE FIRST BOSTON
A PLEDGE AGREEMENT
NTL UK CABLECOMMS HOLDINGS, INC.
03/03/2006
DEUTSCHE BANK AG, LONDON BRANCH
CHARGE
NTL UK CABLECOMMS HOLDINGS, INC.
16/06/2006
DEUTSCHE BANK AG, LONDON BRANCH
AN ALTERNATIVE BRIDGE CHARGE OVER SHARES
NTL UK TELEPHONE AND CABLE TV HOLDING COMPANY LIMITED
18/06/1991
CERVINO CO LIMITED.
TENANCY AGREEMENT
NTL WINSTON HOLDING LIMITED
13/04/2004
CREDIT SUISSE FIRST BOSTON
A PLEDGE AGREEMENT
RAPID TRAVEL SOLUTIONS LIMITED
07/04/2000
BARCLAYS BANK PLC
GUARANTEE & DEBENTURE

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CHARGOR
DATE
BENEFICIARY
SUMMARY
RAPID TRAVEL SOLUTIONS LIMITED
27/02/2002
LANDLINK PLC
RENT DEPOSIT DEED
RAPID TRAVEL SOLUTIONS LIMITED
27/02/2002
LANDLINK PLC
RENT DEPOSIT DEED
RAPID TRAVEL SOLUTIONS LIMITED
25/02/2003
BOARDFENCE LIMITED
RENT DEPOSIT DEED
TELEWEST COMMUNICATIONS (SCOTLAND HOLDINGS) LIMITED
19/01/2010
DEUTSCHE BANK AG
BOND & FLOATING CHARGE
TELEWEST COMMUNICATIONS (SCOTLAND) LIMITED
19/01/2010
DEUTSCHE BANK AG
BOND & FLOATING CHARGE
TELEWEST COMMUNICATIONS (SOUTH EAST) LIMITED
21/01/1994
ELECTRICITY SUPPLY NOMINEES LIMITED
MORTGAGE OF DEPOSITED MONIES
TELEWEST COMMUNICATIONS (SOUTH EAST) LIMITED
26/06/1995
ELECTRICITY SUPPLY NOMINEES LIMITED
DEED OF VARIATION AND FURTHER CHARGE
TELEWEST COMMUNICATIONS HOLDCO LIMITED
18/09/2001
BARCLAYS BANK PLC
DEED OF CHARGE OVER CREDIT BALANCES
PART OF THE PROPERTY OR UNDERTAKING HAS BEEN RELEASED FROM CHARGE
TELEWEST COMMUNICATIONS HOLDCO LIMITED
01/05/2002
USA NETWORKS INC.
AN ASSIGNMENT
TELEWEST COMMUNICATIONS HOLDCO LIMITED
04/12/2002
TELEWEST COMMUNICATIONS PLC
DEED OF CHARGE
THE YORKSHIRE CABLE GROUP LIMITED
18/05/1999
ROBERT FLEMING LEASING (NUMBER 4) LIMITED
COLLATERAL ACCOUNT SECURITY ASSIGNMENT

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CHARGOR
DATE
BENEFICIARY
SUMMARY
THE YORKSHIRE CABLE GROUP LIMITED
16/03/2001
ROBERT FLEMING LEASING (NUMBER 4) LIMITED
COLLATERAL ACCOUNT SECURITY ASSIGNMENT
THESEUS NO.1 LIMITED
21/12/2004
BARCLAYS BANK PLC
PLEDGE AND SECURITY AGREEMENT
THESEUS NO.1 LIMITED
21/12/2004
BARCLAYS BANK PLC
PLEDGE AND SECURITY AGREEMENT
THESEUS NO.1 LIMITED
21/12/2004
BARCLAYS BANK PLC
PLEDGE AND SECURITY AGREEMENT
THESEUS NO.1 LIMITED
21/12/2004
BARCLAYS BANK PLC
PLEDGE AND SECURITY AGREEMENT
THESEUS NO.1 LIMITED
21/12/2004
BARCLAYS BANK PLC
PLEDGE AND SECURITY AGREEMENT
THESEUS NO.1 LIMITED
21/12/2004
BARCLAYS BANK PLC
PLEDGE AND SECURITY AGREEMENT
THESEUS NO.1 LIMITED
21/12/2004
BARCLAYS BANK PLC
PLEDGE AND SECURITY AGREEMENT
THESEUS NO.1 LIMITED
11/09/2006
DEUTSCHE BANK AG, LONDON BRANCH
SHARES PLEDGE
THESEUS NO. 2 LIMITED
21/12/2004
BARCLAYS BANK PLC
PLEDGE AND SECURITY AGREEMENT
THESEUS NO. 2 LIMITED
21/12/2004
BARCLAYS BANK PLC
PLEDGE AND SECURITY AGREEMENT
THESEUS NO. 2 LIMITED
21/12/2004
BARCLAYS BANK PLC
PLEDGE AND SECURITY AGREEMENT
THESEUS NO. 2 LIMITED
21/12/2004
BARCLAYS BANK PLC
PLEDGE AND SECURITY AGREEMENT
THESEUS NO. 2 LIMITED
21/12/2004
BARCLAYS BANK PLC
PLEDGE AND SECURITY AGREEMENT

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CHARGOR
DATE
BENEFICIARY
SUMMARY
THESEUS NO. 2 LIMITED
21/12/2004
BARCLAYS BANK PLC
PLEDGE AND SECURITY AGREEMENT
THESEUS NO. 2 LIMITED
21/12/2004
BARCLAYS BANK PLC
PLEDGE AND SECURITY AGREEMENT
THESEUS NO. 2 LIMITED
11/09/2006
DEUTSCHE BANK AG, LONDON BRANCH
SHARES PLEDGE
TVS TELEVISION LIMITED
12/08/1983
BARCLAYS BANK PLC
GUARANTEE & DEBENTURE
WINDSOR TELEVISION LIMITED
09/07/1999
LANGLEY QUAY INVESTMENTS LIMITED
DEED AS TO DEPOSIT OF MONIES
YORKSHIRE CABLE COMMUNICATIONS LIMITED
16/06/1992
BARCLAYS BANK PLC
LEGAL CHARGE
YORKSHIRE CABLE COMMUNICATIONS LIMITED
24/12/1996
BARCLAYS BANK PLC
LEGAL CHARGE
YORKSHIRE CABLE COMMUNICATIONS LIMITED
24/12/1996
BARCLAYS BANK PLC
LEGAL CHARGE
YORKSHIRE CABLE COMMUNICATIONS LIMITED
24/12/1996
BARCLAYS BANK PLC
LEGAL CHARGE
YORKSHIRE CABLE PROPERTIES LIMITED
24/12/1996
BARCLAYS BANK PLC
LEGAL CHARGE


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Part 2:      Existing Loans
Company name (Creditor)
Balance (Debtor)
Balances in GBP as at 31 March 2013
(US GAAP)
Eurobell (Holdings) Limited
Matchco Limited
2,239,000.00
Flextech (1992) Limited
Action Stations (Lakeside) Limited
5,879,915.00
ntl Funding Limited
Virgin Media Finance PLC
59,977,368.94
ntl Glasgow
Virgin Media (UK) Group, Inc
27,523,000.00
ntl Kirklees
Virgin Media (UK) Group, Inc
4,675,000.00
ntl Rectangle Limited
Virgin Media Communications Limited
1,000.00
Rapid Travel Solutions Limited
Rapid Business Solutions Limited
307,643.00
Telewest Communications (London South) Joint Venture
Crystalvision Productions Limited
25,017.00
Telewest Communications (London South) Limited
Crystalvision Productions Limited
20,167.00
Telewest Communications Networks Limited
Smashedatom Limited
5,671.94
Telewest Communications Networks Limited
Virgin Media Inc
31,700,310.02
Virgin Media Investment Holdings Limited
Virgin Media Inc
693,058,444.92
Virgin Media Limited
NTL Digital (US), Incorporated
349,695.81
Virgin Media Limited
Virgin Media Communications Limited
44,389.88
Virgin Media Limited
Virgin Media Finance PLC
85,950,948.01
Virgin Media Secured Finance Plc
Virgin Media Finance PLC
5,250.23
Virgin Media Wholesale Limited
Crystalvision Productions Limited
101,000.00
Virgin Media Wholesale Limited
Virgin Media Holdings Inc
53,311,473.70
TOTAL
 
965,175,295.45


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SCHEDULE 12     
Part 1:      - Existing Financial Indebtedness
1.
Existing High Yield Notes
2.
Existing Senior Secured Notes
3.
Existing Vendor Financing Arrangements
4.
Existing Hedging Agreements
5.
Property Mortgages by NTL Midlands Limited with NatWest Bank PLC
6.
Finance lease creditors (details set out in Part 3 of Schedule 12)
7.
Open-ended £75,000 performance bond for Birmingham Cable Limited provided by The Royal Bank of Scotland plc
8.
Open-ended £35,000 performance bond for Virgin Media Limited provided by Barclays Bank plc
9.
Open-ended £80,000 performance bond for Virgin Media Limited provided by Barclays Bank plc

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Part 2:      Existing Documentary Credits
Company Name
LC Bank
Expiry Date
Total L/C Amount
Total Outstanding Drawings
Virgin Media Investment Holdings Limited
Deutsche Bank AG, London Branch
30/06/2013
£300,000
 
Virgin Media Investment Holdings Limited
Deutsche Bank AG, London Branch
23/07/2014
£1,750,000
 
Virgin Media Limited
Deutsche Bank AG, London Branch
31/03/2014
£4,298,000
 
Virgin Media Wholesale Limited
Deutsche Bank AG, London Branch
31/03/2014
£100,000
 

Part 3:      Existing Vendor Financing Arrangements
LESSOR
Type of Vendor Financing
Closing Balance in GBP millions
 
 
(US GAAP)
BT
Network

£5.5

Cisco Capital
IT

£126.6

HSBC Equipment Finance (UK) Limited
Set Top Boxes

£37.8

IBM Financial Services
IT

£5.4

HP
Set Top Boxes

£36.5

Lex
Vehicles

£0.3

Alphabet
Vehicles

£0.3

 
 
 
Subtotal
 

£212.4

 
 
 
Property Sale and Leaseback
 

£35.3

 
 
 
Total
 

£247.7


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SCHEDULE 13     
EXISTING HEDGE COUNTERPARTIES
1.
Bank of Scotland plc
2.
BNP Paribas
3.
Credit Agricole Corporate and Investment Bank formerly known as CALYON
4.
Citibank, N.A.
5.
Credit Suisse International
6.
Deutsche Bank
7.
Goldman Sachs International
8.
HSBC Bank plc
9.
JPMorgan Chase Bank N.A.
10.
Lloyds TSB Bank plc
11.
Merrill Lynch International Bank Ltd.
12.
Nomura International plc
13.
The Royal Bank of Scotland plc
14.
Société Générale
15.
UBS AG

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SCHEDULE 14     
FORM OF L/C BANK ACCESSION CERTIFICATE
To:    [●]
cc:    [●]
From:    [ L/C Bank ]
Date:

Dear Sirs
We refer to the facilities agreement dated [●] (as from time to time amended, varied, novated or supplemented, the “ Facilities Agreement ”) and made between, inter alia , [●]. Terms defined in the Facilities Agreement shall have the same meanings in this L/C Bank Accession Certificate.
This L/C Bank Accession Certificate is delivered pursuant to Clause 5.12 ( Appointment and Change of L/C Bank ) of the Facilities Agreement.
[ Name of L/C Bank ] undertakes, upon its becoming an L/C Bank, to perform all the obligations expressed to be undertaken under the Facilities Agreement and the Relevant Finance Documents by an L/C Bank and agrees that it shall be bound by the Facilities Agreement and the other Relevant Finance Documents in all respects as if it had been an original party to it as an L/C Bank.
[ Name of L/C Bank ]’s administrative details are as follows:
Address:
Fax No:
Contact:
[and the address of the office having the beneficial ownership of our participation in the Facilities Agreement (if different from the above) is:
Address:
Fax No:
Contact:]

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This L/C Bank Accession Certificate, including all non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, English Law.
For and on behalf of
[ Name of L/C Bank ]
SCHEDULE 15     
FORM OF DOCUMENTARY CREDIT
[L/C Bank’s Letterhead]
To:    [Beneficiary]
    (the “ Beneficiary ”)
Non-transferable Irrevocable Documentary Credit No. [●]
At the request of [ insert name of Borrower ], [ L/C Bank ] (the “ L/C Bank ”) issues this irrevocable non-transferable documentary credit (“ Documentary Credit ”) in your favour on the following terms and conditions:
Definitions
In this Documentary Credit:
384      “ Business Day ” means a day (other than a Saturday or a Sunday) on which banks are open for general business in [London].
385      “ Demand ” means a demand for payment under this Documentary Credit in the form of the schedule to this Documentary Credit.
386      “ Expiry Date ” means [●].
387      “ Total L/C Amount ” means [●].
1.
L/C Bank’s Agreement
(a)
The Beneficiary may request a drawing or drawings under this Documentary Credit by giving to the L/C Bank a duly completed Demand. A Demand must be received by the L/C Bank on or before [●] p.m. ([London] time) on the Expiry Date.
(b)
Subject to the terms of this Documentary Credit, the L/C Bank unconditionally and irrevocably undertakes to the Beneficiary that, within [10] Business Days of receipt by it of a Demand, it will pay to the Beneficiary the amount demanded in that Demand.

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(c)
The L/C Bank will not be obliged to make a payment under this Documentary Credit if as a result the aggregate of all payments made by it under this Documentary Credit would exceed the Total L/C Amount.
2.
Expiry
(a)
The L/C Bank will be released from its obligations under this Documentary Credit on the date (if any) notified by the Beneficiary to the L/C Bank as the date upon which the obligations of the L/C Bank under this Documentary Credit are released.
(b)
Unless previously released under paragraph (a) above, at [●] p.m. ([London] time) on the Expiry Date the obligations of the L/C Bank under this Documentary Credit will cease with no further liability on the part of the L/C Bank except for any Demand validly presented under the Documentary Credit before that time that remains unpaid.
(c)
When the L/C Bank is no longer under any further Obligations under this Documentary Credit, the Beneficiary must promptly return the original of this Documentary Credit to the L/C Bank.
3.
Payments
All payments under this Documentary Credit shall be made in [●] and for value on the due date to the account of the Beneficiary specified in the Demand.
4.
Delivery of Demand
Each Demand shall be in writing, and, unless otherwise stated, may be made by letter, fax or telex and must be received in legible form by the L/C Bank at its address and by the particular department or officer (if any) as follows:
[●]
5.
Assignment
The Beneficiary’s rights under this Documentary Credit may not be assigned or transferred.
6.
UCP
Except to the extent it is inconsistent with the express terms of this Documentary Credit, this Documentary Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500.

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7.
Governing Law
This Documentary Credit, including all non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, English Law.
8.
Jurisdiction
The courts of England have exclusive jurisdiction to settle any disputes, including those that are non-contractual, arising out of or in connection with this Documentary Credit.
Yours faithfully,
[ L/C Bank ]
By:

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FORM OF DEMAND
To:    [ L/C Bank ]

Dear Sirs,
Non-transferable Irrevocable Documentary Credit No. [●] issued in favour of [ name of beneficiary ] (the “Documentary Credit”)
We refer to the Documentary Credit. Terms defined in the Documentary Credit have the same meaning when used in this Demand.
We certify that the sum of [●] is due [and has remained unpaid for at least [●] Business Days] [under [set out underlying contract or agreement]]. We therefore demand payment of the sum of [●].
Payment should be made to the following account:
Name:
Account Number:
Bank:
The date of this Demand is not later than the Expiry Date.
Yours faithfully,
(Authorised Signatory)    (Authorised Signatory)
For
[ Beneficiary ]

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SCHEDULE 16     
FORM OF INCREASE CONFIRMATION
To:    [●] as Facility Agent, [●] as Security Trustee, [●] London Branch as L/C Bank and [●] as the Company, for and on behalf of each Obligor
From:    [the Increase Lender ] (the “ Increase Lender ”)
Dated:    
Senior Facilities Agreement dated [●] (as from time to time amended, varied, novated or supplemented, the “Facilities Agreement”)
We refer to the Facilities Agreement, the Group Intercreditor Agreement, the HYD Intercreditor Agreement and the Security Trust Agreement (as each of those terms are defined in the Facilities Agreement). This agreement (the “ Agreement ”) shall take effect as an Increase Confirmation for the purpose of the Facilities Agreement. Terms defined in the Facilities Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.
We refer to Clause 2.2 ( Increase ) of the Facilities Agreement.
The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the Schedule (the “ Relevant Commitment ”) as if it was an Original Lender under the Facilities Agreement.
The proposed date on which the increase in relation to the Increase Lender and the Relevant Commitment is to take effect (the “ Increase Date ”) is [●].
On the Increase Date, the Increase Lender becomes party to the Relevant Finance Documents.
The Facility Office and address, fax number and attention details for notices to the Increase Lender for the purposes of Clause 39 ( Notices and Delivery of Information ) are set out in the Schedule.
The Increase Lender expressly acknowledges the limitations on the Lenders’ obligations referred to in Clause 2.2 ( Increase ).
The Increase Lender confirms, for the benefit of the Facility Agent and each relevant UK Borrower, that it is:
(a)
[a UK Bank Lender.]

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(b)
[a UK Non-Bank Lender and falls within paragraph [(a)]/[(b)] of the definition thereof.]
(c)
[a UK Treaty Lender]
(d)
[not a Qualifying UK Lender].
[[The Increase Lender] confirms that it holds a passport under the HMRC DT Treaty Passport Scheme (reference number [ l ] and is tax resident in [ l ]).]
Any Increase Lender that is a UK Bank Lender or a UK Non-Bank Lender shall deliver to the Facility Agent, on or before the date falling five Business Days before the date upon which interest next falls due for payment after the date hereof, the following documents evidencing the tax status of such Increase Lender as indicated above:
UK Bank Lender
certificate of incorporation; and
copy of banking licence.
UK Non- Bank Lender
(i) certificate of incorporation in the UK; or
(ii) other evidence that the relevant ss. 933-937 Income Tax Act conditions are met.

If such Increase Lender has previously provided the Company with the above documents (in connection with any financing made available by such Increase Lender to the Company) such Increase Lender shall only be required to confirm in writing that it had previously provided such documents and that there have been no changes to the form of such documents relevant for these purposes.
The Increase 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 Lender and a Senior Finance Party as if it had been an original party thereto in such capacity.
The Increase Lender hereby agrees with each other person who is or becomes party to the Intercreditor Agreement in accordance with the terms thereof that with effect on and from the date hereof, it will be bound by the Intercreditor Agreement as a Senior Lender and a Senior Finance Party as if it had been an original party thereto in such capacity.
The Increase Lender hereby agrees with each other person who is or becomes party to the Security Trust Agreement in accordance with the terms thereof that with effect on and from the date hereof, it will be bound by the Security Trust Agreement as a Beneficiary as if it had been an original party thereto in such capacity.

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This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
This Agreement, including all non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, English Law.
This Agreement has been entered into on the date stated at the beginning of this Agreement.

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THE SCHEDULE
Relevant Commitment/rights and obligations to be assumed by the Increase Lender
[ insert relevant details ]
[ Facility office address, fax number and attention details for notices and account details for payments ]
[Increase Lender]
By:
This Agreement is accepted as an Increase Confirmation for the purposes of the Facilities Agreement by the Facility Agent [and each L/C Bank]*, and the Increase Date is confirmed as [●].
Facility Agent    [L/C Bank
By:    By:]*

Security Trustee
By:



NOTE:
*    Only if increase in the Total Revolving Facility Commitments.

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SCHEDULE 17     
FORM OF RESIGNATION LETTER
To:    [●] as Facility Agent
From:    [resigning Borrower] and the Company
Dated:    
Dear Sirs
Senior Facilities Agreement dated [●] (as from time to time amended, varied, novated or supplemented, the “Facilities Agreement”)
We refer to the Facilities Agreement. This is a Resignation Letter. Terms defined in the Facilities Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.
Pursuant to Clause 36.2 ( Resignation of a Borrower ), we request that the resigning Borrower be released from its obligations as a [Borrower]/[Guarantor] under the Facilities Agreement and the Relevant Finance Documents [(other than the Intercreditor Agreement)].
We confirm that:
(a)
no Event of Default is continuing or would result from the acceptance of this request; and
(b)
the resigning Borrower is under no actual or contingent obligations as a Borrower under any Relevant Finance Documents; and
(c)
[the resigning Borrower’s obligations in its capacity as Guarantor continue to be legal, valid, binding and enforceable and in full force and effect (subject to the any relevant reservations or qualifications contained in any legal opinion referred to in Clause 21.4(a) ( Legal validity )) and the amount guaranteed by it as a Guarantor is not decreased, subject to Clause 42.7 ( Release of Guarantees and Security )].
This Resignation Letter, including all non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, English Law.
[The Company]    [Resigning Borrower]
By:    By:

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SCHEDULE 18     
TIMETABLE
 
Advance or Documentary Credit in euro or Dollars
Advance or Documentary Credit in Sterling
Advance or Documentary Credit in other currencies
Delivery of a duly completed Utilisation Request under Clause 4.1(a) ( Conditions to Utilisation )
U-2
9am
U-2
9am
U-3
9am
Agent determines (in relation to a Utilisation) the Sterling Amount of the Advance, if required under Clause  4.2 ( Lenders’ participation ) and notifies the Lenders of the Advance in accordance with Clause 4.2 ( Lenders’ participation )
U-2
noon
U-2
noon
U-3
noon
Agent receives a notification from a Lender under Clause 7.2 ( Unavailability of Optional Currency )
-
-
Quotation Date
9.30am
Agent gives notice in accordance with Clause 7.2 ( Unavailability of Optional Currency )
-
-
Quotation Date
5.30pm
LIBOR or EURIBOR is fixed
Quotation Date 11:00 a.m. in respect of LIBOR and 11.00 a.m. (Brussels time) in respect of EURIBOR
Quotation Date 11:00 a.m.
Quotation Date 11:00 a.m.
Reference Bank Rate calculated by reference to available quotations in accordance with Clause 15.2 ( Calculation of Reference Bank and Alternative Reference Bank Rate )

Noon on the Quotation Date
Noon on the Quotation Date
Noon on the Quotation Date
Alternative Reference Bank Rate calculated by reference to available quotations in accordance with Clause 15.2 ( Calculation of Reference Bank and Alternative Reference Bank Rate )
Close of business in London on the date falling one Business Day after the Quotation Date
Close of business in London on the date falling one Business Day after the Quotation Date
Close of business in London on the date falling one Business Day after the Quotation Date
“U”        =    date of utilisation
“U - X”    =    X Business Days prior to date of utilisation

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SENIOR FACILITIES AGREEMENT EXECUTION PAGES
[ Original signature pages not restated ]


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Exhibit 4.14
EXECUTION COPY













VIRGIN MEDIA INC.
(formerly named Viper US MergerCo 1 Corp.),

LIBERTY GLOBAL PLC

and

THE BANK OF NEW YORK MELLON,

as Trustee



Amended and Restated
Third Supplemental Indenture

Effective as of July 1, 2015

 
 
6.50% Convertible Senior Notes due 2016



    

AMENDED AND RESTATED THIRD SUPPLEMENTAL INDENTURE, dated July 17, 2015 and effective as of July 1, 2015 (this “ Amended and Restated Third Supplemental Indenture ”), among Virgin Media Inc. (formerly named Viper US MergerCo 1 Corp.), a Colorado corporation (the “ Company ”), Liberty Global plc, a U.K. public limited company (“ Liberty Global ”), and The Bank of New York Mellon (formerly known as The Bank of New York), a New York banking corporation, as trustee (the “ Trustee ”).
RECITALS
WHEREAS, Virgin Media Inc., a Delaware corporation (“ VMI ”), the predecessor of the Company, and the Trustee entered into the Indenture, dated as of April 16, 2008 (the “ Original Indenture ”), pursuant to which VMI issued the Securities;
WHEREAS, the Company, Liberty Global and the Trustee have entered into the Supplemental Indenture, dated as of June 7, 2013 (the “ First Supplemental Indenture ”), and the Second Supplemental Indenture, dated as of March 3, 2014 (the “ Second Supplemental Indenture ”), which amended and supplemented the Original Indenture (the Original Indenture, as amended and supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, the “ Amended Indenture ”);
WHEREAS, under the Amended Indenture, the Holders of Securities have the right to exchange each $1,000 principal amount of Securities by reference to the Reference Property, which prior to the adjustment contemplated hereby consisted of the following: 13.4339 Class A Shares; 33.4963 Class C Shares; and $910.51 in cash (without interest);
WHEREAS, the Reference Property per share of Common Stock, prior to the adjustment contemplated hereby, consisted of 0.2582 Class A Shares; 0.6438 Class C Shares; and $17.50 in cash,
WHEREAS, on February 25, 2015, the shareholders of Liberty Global approved the adoption of new articles of association for Liberty Global, which immediately prior to the Distribution Date (as defined below) (i) will result in a reclassification of Liberty Global’s previously issued and outstanding Class A Shares, Class B Ordinary Shares and Class C Shares (collectively, the “ Liberty Global Shares ”) for purposes of the Amended Indenture and (ii) will create new classes of ordinary shares, designated LiLAC Class A Ordinary Shares (“ LiLAC Class A Shares ”), LiLAC Class B Ordinary Shares (the “ LiLAC Class B Shares ”) and LiLAC Class C Ordinary Shares (“ LiLAC C Shares ” and, together with the LiLAC Class A Shares and the LiLAC Class B Shares, the “ LiLAC Shares ”), which are intended to track and reflect the separate economic performance of the business and assets of Liberty Global’s operations in Latin America and the Caribbean;
WHEREAS, on May 13, 2015, the board of directors of Liberty Global approved the capitalization of a portion of Liberty Global’s share premium account and the issuance and distribution on July 1, 2015 (the “ Distribution Date ”) of LiLAC Shares to holders of Liberty Global Shares as fully paid bonus shares (the “ Bonus Issue ”), on the basis of one LiLAC Share for each 20 Liberty Global Shares of the same class held of record at the close of business on June 24, 2015;
WHEREAS, the ex-date for the Bonus Issue was July 2, 2015 (the “ Bonus Issue Ex-Date ”);
WHEREAS, pursuant to Section 12.09 of the Amended Indenture, the reclassification, which took effect on the Distribution Date, constitutes a Corporate Event, requiring the Company and Liberty Global to execute with the Trustee a supplemental indenture providing for the exchange of the Securities into Reference Property that includes the reclassified Class A Shares and reclassified Class C Shares in lieu of

    
1

the Class A Shares and the Class C Shares forming part of the Reference Property immediately prior to such Corporate Event;
WHEREAS, pursuant to Section 12.04(m) of the Amended Indenture, if Liberty Global takes any action of the type described in Section 12.04 of the Amended Indenture with respect to the Class A Shares or Class C Shares, which, in either case, if taken with respect to the Common Stock would have required an adjustment to the Conversion Rate, then the Company shall effect an adjustment to the number of Class A Shares or Class C Shares, as the case may be, included in the Reference Property so as to approximate, in the reasonable judgment of the Board of Directors, the adjustment contemplated by Section 12.04 of the Amended Indenture, in each case taking into account the other provisions of Section 12.04;
WHEREAS, the Bonus Issue is an action of the type described in Section 12.04 of the Amended Indenture with respect to the Class A Shares or Class C Shares, which, in either case, if taken with respect to the Common Stock would have required an adjustment to the Conversion Rate;
WHEREAS, by virtue of the Bonus Issue and in accordance with Section 12.09 and Section 12.04(m) of the Amended Indenture, the Company has determined to adjust the reclassified Class A Shares and reclassified Class C Shares by increasing the number of such shares that are included in the Reference Property, based on the relative average of the Last Reported Sales Prices per share of the reclassified Class A Shares and reclassified Class C Shares, on the one hand, and the average of the Last Reported Sales prices per share of the LiLAC Class A Shares and the LiLAC Class C Shares, respectively, on the other hand, over the 10 Trading Day period commencing on (and including) the Bonus Issue Ex-Date, such adjustment to become effective immediately after the close of business on the 10th Trading Day after (and including) the Bonus Issue Ex Date;
WHEREAS, the Board of Directors has determined that the foregoing adjustment to the number of reclassified Class A Shares and Class C Shares constituting the Reference Property required to be made as a result of the Bonus Issue approximates, as nearly equivalent as may be practicable, the adjustment contemplated by Section 12.04 of the Amended Indenture;
WHEREAS, Section 9.01 of the Amended Indenture provides that the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental indenture, without the consent of any Holders: (i) pursuant to clause (a) of Section 9.01, to cure any ambiguity, manifest error, defect or omission or inconsistency; provided in the case of any omission or inconsistency the rights of the Holders are not adversely affected in any material respect; (ii) pursuant to clause (i) of Section 9.01, to make provision with respect to the conversion rights of Holders pursuant to the requirements of Article 12 of the Amended Indenture; and (iii) pursuant to clause (j) of Section 9.01, to make any change that does not adversely affect the rights of any Holder in any material respect;
WHEREAS, the Company, Liberty Global and the Trustee entered into the Third Supplemental Indenture, dated as of July 1, 2015 (the “ Third Supplemental Indenture ”), in accordance with Section 9.01(a), (i) and (j) and Section 12.09 of the Amended Indenture;
WHEREAS, the Company, Liberty Global and the Trustee are entering into this Amended and Restated Supplemental Indenture in accordance with Section 9.01(a), (i) and (j) and Section 12.09 of the Amended Indenture and to cure a manifest error and defect in a recital and the formulas set forth in Section 2 of the Third Supplemental Indenture (the Amended Indenture, as amended and supplemented by this Amended and Restated Third Supplemental Indenture, is referred to herein as the “ Indenture ”); and

    
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WHEREAS, all requirements necessary to make this Amended and Restated Third Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms have been done and performed, and the execution and delivery of this Amended and Restated Third Supplemental Indenture has been duly authorized in all respects.
NOW, THEREFORE, in consideration of the premises hereof, the parties have executed and delivered this Amended and Restated Third Supplemental Indenture, and the Company, Liberty Global and the Trustee agree for the benefit of each other and for the equal and ratable benefit of the Holders, as follows:
SECTION 1. Capitalized Terms .
Any capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Indenture.
SECTION 2. Components of Reference Property following the Bonus Issue
Immediately after the close of business on the 10th Trading Day after (and including) the Bonus Issue Ex Date, the components of the Reference Property constituting the Class A Shares and the Class C Shares shall be adjusted in accordance with the following formulas:
Class A Shares component:    
CA 1
 
CA f  x CA/SPo
 
 
(CA f  x CA/SPo) - (CA f  x CA/FMV)

where,
CA 1 = the fraction of a Class A Share, constituting a component of the Reference Property per share of Common Stock, in effect immediately after the close of business on the 10th Trading Day after (and including) the Bonus Issue Ex-Date.
CA f = the fraction of a Class A Share, constituting a component of the Reference Property per share of Common Stock, in effect immediately prior to close of business on the 10th Trading Day after (and including) the Bonus Issue Ex-Date.
CA/SPo = the average of the Last Reported Sale Prices of Class A Shares over the 10 consecutive Trading Day period ending after (and including) the Bonus Issue Ex-Date.
CA/FMV = 1/20th of the average of the Last Reported Sale Prices of LiLAC Class A Shares over the 10 consecutive Trading Day period ending after (and including) the Bonus Issue Ex-Date.
Class C Shares component:    
CK 1
= CKf x
CK f  x CK/SPo
 
 
(CK f  x CK/SPo) - (CK f  x CK/FMV)


    
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where,
CK 1 = the fraction of a Class C Share, constituting a component of the Reference Property per share of Common Stock, in effect immediately after the close of business on the 10th Trading Day after (and including) the Bonus Issue Ex-Date.
CK f = the fraction of a Class C Share, constituting a component of the Reference Property per share of Common Stock, in effect immediately prior to close of business on the 10th Trading Day after (and including) the Bonus Issue Ex-Date.
CK/SPo = the average of the Last Reported Sale Prices of Class C Shares over the 10 consecutive Trading Day period ending after (and including) the Bonus Issue Ex-Date.
CK/FMV = 1/20th of the average of the Last Reported Sale Prices of LiLAC Class C Shares over the 10 consecutive Trading Day period ending after (and including) the Bonus Issue Ex-Date.
; provided , that in respect of any conversion within the 10 Trading Days beginning on (and including) the Bonus Issue Ex-Date, references in the foregoing formulas to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed between (and including) the Bonus Issue Ex-Date and the Conversion Date in determining the adjusted components of the Reference Property for purposes of such conversion, and the Company shall deliver an Officer’s Certificate to the Trustee setting forth, in reasonable detail, the computation of such adjusted components of the Reference Property.
The foregoing method of adjustment to the components of the Reference Property constituting the Class A Shares and the Class C Shares is, in the determination of the Board of Directors, as nearly equivalent as practicable to the adjustment required to be made as a result of the Bonus Issue contemplated by Section 12.04 of the Amended Indenture.
Promptly following the Company’s determination of the adjusted components of the Reference Property, the Company shall deliver an Officer’s Certificate to the Trustee setting forth: (i), in reasonable detail, the computation of the adjusted components of the Reference Property; (ii) the amount of cash, Class A Shares and Class C Shares constituting the Reference Property per $1,000 principal amount of Securities following such adjustment; and (iii) any adjustments to be made to any definitions included in the Indenture that are based on the constitution of the Reference Property, including but not limited to the terms “Daily Conversion Value,” “Reference Property Daily VWAP,” and “Reference Property Value,” in full text, and the Indenture shall be deemed to be amended, mutatis mutandis , to give effect to such adjusted definitions set forth in such Officer's Certificate. The Company shall provide to the Holders, in accordance with Section 12.05 of the Indenture, a notice setting forth the adjusted Reference Property promptly following the determination of same.
SECTION 3. Amendments to Amended Indenture
For all purposes of the Indenture, the definitions of the following terms in Section 1.01 of the Amended Indenture are amended and restated in relation to the reclassification and the Bonus Issue to read in full as follows:
“ Class A Shares ” means the Liberty Global Class A Ordinary Shares, nominal value $0.01 per share, of Liberty Global, as constituted from and after the Reclassification.

    
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“ Class C Shares ” means the Liberty Global Class C Ordinary Shares, nominal value $0.01 per share, of Liberty Global, as constituted from and after the Reclassification.

SECTION 4. Global Securities .
Each Global Security shall be deemed supplemented, modified and amended in such manner as necessary to make the terms of such Global Security consistent with the terms of the Indenture.
SECTION 5. Ratification and Effect .
Except as hereby expressly amended, the Amended Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof, including, without limitation, Section 12.10, shall be and remain in full force and effect. Upon and after the execution of this Amended and Restated Third Supplemental Indenture, the Amended Indenture shall be supplemented in accordance herewith, the Third Supplemental Indenture shall be superseded hereby, and this Amended and Restated Third Supplemental Indenture shall form a part of the Indenture for all purposes and each reference in the Amended Indenture shall mean and be a reference to the Amended Indenture as modified hereby.
SECTION 6. Governing Law.
This Amended and Restated Third Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. This Amended and Restated Third Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of this Amended and Restated Third Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.
SECTION 7. The Trustee .
The recitals in this Amended and Restated Third Supplemental Indenture shall be taken as the statements of the Company and Liberty Global, and the Trustee assumes no responsibility for their correctness. The Trustee shall not be responsible or accountable in any manner whatsoever for or with respect to the validity or sufficiency of this Amended and Restated Third Supplemental Indenture. The Trustee shall be under no duty whatsoever to make any determination whether any execution, modification, amendment, supplement or confirmation to any document is necessary to implement such amendments and waivers, including those contained herein, and shall be entitled to conclusively rely on the documentation required to be provided under the terms of the Indenture in a form reasonably satisfactory to the Trustee.
SECTION 8. Conflicts .
To the extent of any inconsistency between the terms of the Amended Indenture or the Global Securities and this Amended and Restated Third Supplemental Indenture, the terms of this Amended and Restated Third Supplemental Indenture will control.
SECTION 9. Miscellaneous .
This Amended and Restated Third Supplemental Indenture constitutes the entire agreement of the parties hereto with respect to the amendments to the Amended Indenture and the Third Supplemental Indenture set forth herein. All covenants and agreements in this Amended and Restated Third Supplemental Indenture given by the parties hereto shall bind their successors. In case any provision in this Amended and

    
5

Restated Third Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof or of the Amended Indenture shall not in any way be affected or impaired thereby. The section headings are for convenience only and shall not affect the construction hereof. The parties may sign any number of copies of this Amended and Restated Third Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement, binding on the parties hereto.
[Signature Page Follows.]

    
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IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Third Supplemental Indenture to be duly executed as of the date first written above.
VIRGIN MEDIA INC.

 
By: /s/ Authorized Signatory    
 Authorized Signatory
   Vice President, Legal


LIBERTY GLOBAL PLC

 
By: /s/       Authorized Signatory
   Authorized Signatory
   Deputy General Counsel, Assistant Secretary

 
THE BANK OF NEW YORK MELLON,
as Trustee

 
By:    
   Name:
   Title




                [Signature Page to Amended and Restated Third Supplemental Indenture]
Exhibit 10.1

[Class ___]
[Executive-CEO]
LIBERTY GLOBAL 2014 INCENTIVE PLAN

(Effective March 1, 2014)

PERFORMANCE SHARE UNITS AGREEMENT
THIS PERFORMANCE SHARE UNITS AGREEMENT (“Agreement”) is made as of March 19, 2015, by and between LIBERTY GLOBAL PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), and the individual whose name, address, and Optionee ID number appear on the signature page hereto (the “Grantee”).
The Company has adopted the Liberty Global 2014 Incentive Plan effective March 1, 2014, as amended and restated effective February 24, 2015 (the “Plan”), which by this reference is made a part hereof, for the benefit of eligible employees of the Company and its Subsidiaries. Capitalized terms used and not otherwise defined herein will have the meaning given thereto in the Plan.
Pursuant to the Plan, the Compensation Committee appointed by the Board pursuant to Article 3 of the Plan to administer the Plan (the “Committee”) has determined that it is in the best interest of the Company and its Shareholders to award performance-based restricted share units to the Grantee effective as of March 19. 2015 (the “Grant Date”), subject to the conditions and restrictions set forth herein and in the Plan, in order to provide the Grantee additional remuneration for services rendered, to encourage the Grantee to continue to provide services to the Company or its Subsidiaries and to increase the Grantee’s personal interest in the continued success and progress of the Company.
The Company and the Grantee therefore agree as follows:
1. Definitions . The following terms, when used in this Agreement, have the following meanings:
“Act” means the U.K. companies Act of 2006, as amended from time to time, and the rules and regulations thereunder.
“Annual Performance Rating” means the performance rating received by the Grantee during the Company’s Annual Performance Review Process.
“Base Performance Objective” has the meaning ascribed to such term in Appendix A .
“Cause” has the meaning specified in the Employment Agreement (as modified by subparagraph 9(f) of the Employment Agreement in connection with a Change in Control).
“Change in Control” has the meaning specified in the Employment Agreement.

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“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor statute or statutes thereto. Reference to any specific code section shall include any successor section.
“Committee” has the meaning specified in the recitals to this Agreement.
“Company” means Liberty Global plc, a public limited company incorporated under the laws of England and Wales.
“Disability” has the meaning specified in the Employment Agreement.
“Earned Percentage” means the percentage determined by the Committee after the end of the Performance Period in accordance with the terms set forth in Appendix A taking into account the level of achievement of the Performance Metric or Performance Metrics set forth in Appendix A during the Performance Period and, if applicable, the relative weighting of the Performance Metrics.
“Earned Performance Share Units” means the number of Performance Share Units that following the completion of the Performance Period the Grantee is determined in accordance with Section 3 to have earned under this Agreement, subject to reduction, forfeiture or acceleration during the Service Period in accordance with Section 4 and Section 6, as applicable.
“Employment Agreement” means that certain Employment Agreement, dated April 30, 2014, among the Company, Liberty Global, Inc. and the Grantee.
“Good Reason” has the meaning specified in the Employment Agreement. For the Grantee’s Termination of Service to constitute resignation for Good Reason, the Grantee must notify the Committee in writing within 90 days of the occurrence of such event that Good Reason exists for resignation, the Company must not have taken corrective action within 20 days after such notice is given so that Good Reason for resignation ceases to exist, and the Grantee must terminate his or her employment with the Company and its Subsidiaries within 30 days after the end of the cure period or such longer period (but in any event not to exceed two years following the initial occurrence of such event) as may be required by the provisions of the Employment Agreement or any separate employment agreement or other contract or arrangement with the Company or its Subsidiaries to which the Grantee is a party.
“Grant Date” has the meaning specified in the recitals to this Agreement.
“Grantee” has the meaning specified in the preamble to this Agreement.
“LBTY__” and “Share” means the Class __ ordinary shares, nominal value $.01 per share, of the Company.
“Maximum Percentage” has the meaning ascribed to such term in Appendix A .
“NEO” means the Company’s Chief Executive Officer (or an individual acting in such capacity) and each other person who is a “covered employee” within the meaning of Section 162(m)(3) of the Code and related Regulations and Treasury pronouncements as of the last day of

2


the Performance Period or is projected to be a “covered employee” as of the last day of the following calendar year based on the compensation and benefits approved for such person for that calendar year as of the time achievement of the Base Performance Objective is certified by the Committee. 
“Performance Metric” or “Performance Metrics” means the performance goal or goals established by the Committee pursuant to Section 10.2 of the Plan and set forth in Appendix A hereto.
“Performance Period” means the two-year period beginning on January 1 of the calendar year in which the Grant Date occurs.
“Performance Share Unit” is a Restricted Share representing the right to receive one share of LBTY_, subject to the performance and other conditions and restrictions set forth herein and in the Plan.
“Plan” has the meaning specified in the preamble to this Agreement.
“Regulations” means the rules and regulations under the Code or a specified section of the Code, as applicable.
“Required Withholding Amount” has the meaning specified in Section 17 of this Agreement.
“RSU Dividend Equivalents” with respect to a Performance Share Unit means, to the extent specified by the Committee only, an amount equal to all dividends and other distributions (or the economic equivalent thereof) which are payable or transferable to Shareholders of record during the Performance Period and Service Period with respect to one share of LBTY_.
“Section 409A” means Section 409A of the Code and related Regulations and Treasury pronouncements.
“Section 409A Cap Payment Date” means, with respect to any Vesting Date, the March 15 of the calendar year following the calendar year in which such Vesting Date occurred.
“Service Period” means the period beginning on the January 1 immediately following the expiration of the Performance Period and ending on September 30 of that calendar year.
“Target Performance Share Units” means the initial number of Performance Share Units granted to the Grantee pursuant to this Agreement, with such number subject to adjustment or forfeiture in accordance with the terms of this Agreement and the Plan.
“Termination of Service” means the termination for any reason of the Grantee’s provision of services to the Company and its Subsidiaries, as an officer, employee or independent contractor. Whether any leave of absence constitutes a Termination of Service will be determined by the Committee subject to Section 11.2(d) of the Plan. Unless the Committee otherwise determines, neither transfers of employment among the Company and its Subsidiaries, nor a change in Grantee’s status from an independent contractor to an employee will be a Termination of Service

3


for purposes of this Agreement. Unless the Committee otherwise determines, however, any change in Grantee’s status from an employee to an independent contractor will be a Termination of Service within the meaning of this Agreement; provided, however, that, to the extent Section 409A is applicable to Grantee, any amounts otherwise be payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service shall not be payable before Grantee “separates from service”, as that term is defined in Section 409A, and shall be paid in accordance with Section 17.(c) of this Agreement.
“Unpaid RSU Dividend Equivalents” has the meaning specified in Section 4(b) of this Agreement.
“Vesting Date” means each date on which any Performance Share Units cease to be subject to a risk of forfeiture or vest, as determined in accordance with this Agreement and the Plan.
“Vested RSU Dividend Equivalents” has the meaning specified in Section 10 of this Agreement.
2.      Grant of Target Performance Share Units . Pursuant to the Plan, the Company grants to the Grantee, effective as of the Grant Date, an Award of the number of Target Performance Share Units set forth on the signature page hereto, subject to the terms, conditions and restrictions set forth herein and in the Plan.
3.      Performance Conditions For Performance Period .
(a)      Except as otherwise provided in Section 7, if the Grantee receives less than an Annual Performance Rating of “Developing”, or its equivalent, for any year in the Performance Period, then upon conclusion of the Company’s Annual Performance Review Process for that year, this Award and Grantee’s Target Performance Share Units and any related Unpaid RSU Dividend Equivalents shall be forfeited and the Grantee shall have no further rights hereunder. Except as otherwise provided in Section 7, if the Base Performance Objective is not met and the Grantee is an NEO, this Award and Grantee’s Target Performance Share Units and any related Unpaid RSU Dividend Equivalents shall be forfeited and the Grantee shall have no further rights hereunder.
(b)      The Base Performance Objective and Performance Metric or Performance Metrics established by the Committee for the Performance Period are set forth on Appendix A attached hereto and made a part hereof for all purposes. If the Grantee is not an NEO, the Earned Performance Share Units for the Grantee shall initially be determined by multiplying the number of Target Performance Share Units by the Earned Percentage determined by the Committee in accordance with Appendix A . If the Grantee is an NEO, then the Earned Performance Share Units for the Grantee shall initially be determined by multiplying the number of Target Performance Share Units by the Maximum Percentage, subject to reduction to such lower number as the Committee may determine in its sole discretion, but, except as provided in the following sentence, not below the number determined by multiplying the number of Grantee’s Target Performance Share Units by the Earned Percentage determined by the Committee in accordance with Appendix A . If the Grantee received at least a “Developing” (or its equivalent) but less than a “Strong” (or its equivalent) Annual Performance Rating for any year in the Performance Period, then the Committee may in its

4


discretion reduce the number of Earned Performance Share Units initially so determined in accordance with the applicable of the preceding two sentences to such number of Earned Performance Share Units as the Committee shall determine.
(c)      Following the close of the Performance Period, the Committee shall certify whether the Base Performance Objective has been met and the extent to which the Performance Metric or Performance Metrics have been achieved and the calculation of the Earned Percentage in the manner required for qualified performance-based compensation within the meaning of Section 162(m) of the Code and the Regulations. The Committee may, but shall not be obligated to, engage an independent accounting firm to perform agreed upon procedures to verify the calculations. Upon completing its determination, the Committee shall notify the Grantee, in the form and manner as determined by the Committee, of the number of Earned Performance Share Units that will be subject to the service vesting provisions of Section 4.
(d)      If the number of Grantee’s Earned Performance Share Units is less than the number of Grantee’s Target Performance Share Units, the excess Target Performance Share Units and any related unpaid RSU Dividend Equivalents will immediately be cancelled. If the number of Grantee’s Earned Performance Share Units exceeds the number of Grantee’s Target Performance Units, Grantee will be awarded a number of additional Performance Share Units so that the number of Grantee’s Target Performance Share Units and such additional Performance Share Units will equal the number of Grantee’s Earned Performance Share Units.
4.      Vesting during Service Period.
(a)      Unless the Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 5, 6 or 7 of this Agreement or Section 11.1(b) of the Plan and subject to the forfeiture provisions of this Agreement, the Earned Performance Share Units shall become vested in accordance with the following schedule (each date specified below being a Vesting Date):
(i)
On April 1 during the Service Period, 50% of the Earned Performance Share Units shall become vested; and
(ii)
On October 1 during the Service Period, 50% of the Earned Performance Share Units shall become vested.
[Please refer to the website of the Third Party Administrator, UBS Financial Services Inc., which maintains the database for the Plan and provides related services, for the specific Vesting Dates related to the Performance Share Units (click on the specific grant under the tab labeled “Grants/Award/Units”).]
(b)      On each Vesting Date, subject to the satisfaction of any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Earned Performance Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Earned Performance Share Units related thereto shall have become vested in accordance with this Agreement.

5


5.      Termination, Death or Disability during Performance Period.
Subject to the remaining provisions of this Section 5 and to Sections 7 and 8, in the event of Termination of Service at any time during the Performance Period, the Grantee shall thereupon forfeit the Grantee’s Target Performance Share Units, any related Unpaid RSU Dividend Equivalents and any rights hereunder, except as indicated below:
(a)      If the Termination of Service occurs during the Performance Period and is due to death or Disability, then provided that the Grantee’s Annual Performance Rating for any full year, if any, of the Performance Period prior to Termination of Service was not less than “Developing” , or its equivalent , the Performance Period shall end on December 31 st of the year in which the Termination of Service occurred, and the Committee shall certify whether the Base Performance Objective has been met, the extent to which the Performance Metric or Performance Metrics have been achieved (in the event that Grantee’s death or Disability occurs during the first calendar year of the Performance Period, such determination shall be based on the Company’s relative performance during that year as if the Performance Period were one year) and the number of Earned Performance and the number of Earned Performance Share Units, if any. The Grantee (or the Grantee’s estate in the event of death) will be entitled to a prorated portion of the Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents based on the number of full days of service by the Grantee during the Performance Period (as adjusted, if applicable) . Subject to the foregoing, the prorated portion of the Earned Performance Share Units and any related Unpaid RSU Dividend Equivalent will thereupon become vested and will be settled as soon as administratively practicable after the end of the Performance Period, but in no event later than March 15 of the calendar year immediately following the end of the Performance Period.
(b)      If the Termination of Service occurs during the Performance Period and is due to termination of the Grantee by the Company or any of its Subsidiaries without Cause or resignation by the Grantee for Good Reason, then the Grantee shall continue to earn the Target Performance Share Units and any related Unpaid RSU Dividend Equivalents, if and to the extent the Performance Metric or Performance Metrics are satisfied during the Performance Period, based upon actual performance, as certified by the Committee, in accordance with the terms of this Agreement as if the Grantee’s employment had not terminated, and any Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents shall be settled in accordance with Section 9 as soon as administratively practicable after the end of the Performance Period, but in no event later than March 15 of the calendar year immediately following the end of the Performance Period.
6.      Termination, Death, Disability or Retirement during Service Period.
Subject to the remaining provisions of this Section 6 and to Sections 7 and 8, in the event of Termination of Service at any time during the Service Period, the Grantee shall, effective upon such Termination of Service, forfeit any Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents, the Vesting Date for which has not yet occurred, except as indicated below:
(a)      If the Termination of Service is due to death, Disability, termination of the Grantee by the Company or any of its Subsidiaries without Cause or resignation by the Grantee for

6


Good Reason, then the Grantee’s unvested Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents will thereupon become vested and no longer be subject to a risk of forfeiture. Such Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents will be settled in accordance with Section 9 as of the originally scheduled Vesting Dates.
(b)      If the Termination of Service is due to Retirement, the Grantee’s unvested Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents will thereupon become vested and no longer subject to a risk of forfeiture in a pro-rata amount determined by multiplying such unvested Earned Performance Share Units (including any Unpaid RSU Dividend Equivalents) by a fraction, the numerator of which shall be the number of months (with any partial month being deemed a full month) of the Grantee’s employment with the Company and its Subsidiaries during the period beginning on the Grant Date of such Award and ending on the date of the Grantee’s Retirement, and the denominator of which shall be the number of full months in the period beginning on the Grant Date of such Award and ending on the date such Unvested Earned Performance Share Units would otherwise have become vested and exercisable in full in accordance with its terms had the Grantee remained employed with the Company through such date. Such Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents will be settled in accordance with Section 9 as of the originally scheduled Vesting Dates.
7.      Change in Control.
(a)      If a Change in Control occurs on or before the Grantee’s Termination of Service and (x) this Agreement is not continued on the same terms and conditions or (y) in the case of an Approved Transaction, the Committee as constituted prior to such Approved Transaction has not determined, in its discretion, that effective provision has been made for the assumption or continuation of this Agreement on terms and conditions that in the opinion of the Committee are as nearly as practicable equivalent for the Grantee to the terms and conditions of this Agreement, taking into account, to the extent applicable, the kind and amount of securities, cash or other assets into or for which the LBTY_ may be changed, converted or exchanged in connection with the Approved Transaction, then the provisions of this Section 7(a) will apply, subject to Section 8:
(i) If the Change in Control occurs during the Performance Period, then provided that the Grantee’s Annual Performance Rating for any full year, if any, of the Performance Period prior to such event was not less than “Developing ”, or its equivalent , the Grantee will be deemed to have earned a number of Earned Performance Share Units equal to the Grantee’s Target Performance Share Units. Such Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents shall thereupon become vested and will be settled in accordance with Section 9 promptly following the occurrence of the Board Change or Control Purchase, but in any event no later than 30 days following such occurrence, or immediately prior to consummation of the Approved Transaction. The accelerated vesting and settlement contemplated by this clause (i), in combination with Section 7(c), if applicable, will be in full satisfaction of the Grantee’s rights hereunder.
(ii) If the Change in Control occurs during the Service Period, the Grantee’s remaining Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents will vest and no longer be subject to a risk of forfeiture upon the occurrence of the Board Change or Control Purchase or immediately prior to consummation of the Approved

7


Transaction. Such Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents shall be settled in accordance with Section 9 promptly following the occurrence of the Board Change or Control Purchase, but in any event no later than 30 days following such occurrence, or immediately prior to consummation of the Approved Transaction. The accelerated vesting and settlement contemplated by this clause (ii), in combination with Section 7(c), if applicable, will be in full satisfaction of the Grantee’s rights hereunder.
(b)      If a Change in Control occurs on or before the Grantee’s Termination of Service and the provisions of Section 7(a) do not apply because of the assumption or continuation of this Agreement as described therein, then the following will apply, subject to Section 8:
(i) In the event of Termination of Service thereafter due to termination of the Grantee by the Company or any of its Subsidiaries for Cause or resignation by the Grantee, but excluding resignation as a result of Disability or for Good Reason, the Grantee shall, effective upon such Termination of Service, forfeit any then unvested Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents, the Vesting Date for which has not yet occurred.
(ii) In the event of Termination of Service thereafter due to death or Disability, resignation by the Grantee for Good Reason or termination by the Company or any of its Subsidiaries without Cause, then effective upon such Termination of Service, the Grantee’s then unvested Earned Performance Share Units and any related Unpaid RSU Dividend Equivalent shall become vested and no longer subject to a risk of forfeiture. Settlement in accordance with Section 9 of such Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents will be made, (x) if the Termination of Service occurs during the Performance Period, as soon as administratively practicable after the Termination of Service, but in no event later than March 15 of the calendar year immediately following the calendar year in which the Termination of Service occurred, and (y) if the Termination of Service occurs during the Service Period, as of the originally scheduled Vesting Dates.
(c)      If a Change in Control occurs prior to the Grantee’s Termination of Service, then the following will apply, subject to Section 8; provided that any Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents to which the Grantee is entitled pursuant to this Section 7(c) shall be offset by any Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents received by the Grantee pursuant to Section 7(a) and Section 7(b):
(i)      If (A) the Grantee remains an employee of the Company (or its successor) on the date that is 12 months after the Change in Control (the “Change in Control Anniversary”) and (B) the Performance Period has not ended as of the Change in Control Anniversary, then the Grantee shall be deemed to have earned a number of Earned Performance Share Units equal to the maximum number of Performance Share Units that can be earned pursuant to the Agreement, and such number of Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents shall be settled as soon as administratively practicable after the Change in Control Anniversary.
(ii)      If (A) the Grantee’s Termination of Service occurs within 13 months after a Change in Control and is due to termination of the Grantee by the Company or any of its

8


Subsidiaries without Cause or resignation by the Grantee for Good Reason, (B) the Performance Period has not ended as of the date of the Termination of Service, and (C) the Grantee did not receive settlement of the Performance Share Units pursuant to Section 7(c)(i) above, then the Grantee shall be deemed to have earned a number of Earned Performance Share Units equal to the maximum number of Performance Share Units that can be earned pursuant to the Agreement, and such number of Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents shall be settled as soon as administratively practicable after the date of the Grantee’s Termination of Service.
8.      Forfeiture and Recoupment Policy.
(a)      Except when the Grantee’s Termination of Service is due to death or Disability, the accelerated vesting of Performance Share Units contemplated or permitted by Sections 5 and 6 shall be contingent upon execution by the Grantee, no later than the 60 th day after the Termination of Service, of a general release, non-solicitation agreement and confidentiality agreement and, if the Committee in its discretion so requires, a non-competition agreement, in each case in favor of the Company and its Subsidiaries and in substance and form approved by the Committee, which form shall be provided by the Company to the Grantee within 15 days after the Termination of Service.
(b)      If the Grantee breaches any restrictions, terms or conditions provided in or established by the Committee pursuant to the Plan or this Agreement with respect to the Performance Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Performance Share Units contrary to the terms of the Plan or this Agreement), the unvested Performance Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately.
(c)      If the Company’s consolidated financial statements for any of the years taken into account in the Performance Metrics are required to be restated at any time as a result of an error (whether or not involving fraud or misconduct) and the Committee determines that if the financial results had been properly reported the number of Earned Performance Share Units would have been lower, then the Grantee shall be required to forfeit the excess amount of his or her Earned Performance Share Units, together with any related Unpaid RSU Dividend Equivalents, or to refund any amounts previously delivered to the Grantee. The Grantee’s excess amount will be allocated ratably across the portions of his or her Earned Performance Share Units previously settled and the portions remaining to be settled, unless otherwise determined by the Committee. The amount allocated to portions of the Grantee’s Earned Performance Share Units that have previously been settled shall be promptly refunded to the Company by the Grantee in cash or by transfer of a number of Shares with a Fair Market Value as of the date transferred to the Company that is equal to the Fair Market Value of the Shares as of the date such shares were previously issued or transferred in settlement of the Earned Performance Share Units and the value of any RSU Dividend Equivalents previously paid with respect thereto. The Company shall have the right, exercisable in the Committee’s discretion, to offset, or cause to be offset, any amounts that the Grantee is required to refund to the Company pursuant to this Section 8(c) against any amounts otherwise owed by the Company or any of its subsidiaries to the Grantee.

9


(d)      Upon forfeiture of any Target Performance Share Units or Earned Performance Share Units, such Performance Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights hereunder with respect thereto.
9.      Settlement of Vested Performance Share Units . Except as otherwise provided in Section 5, Section 6 and Section 7, settlement of Performance Share Units that vest in accordance with this Agreement shall be made as soon as administratively practicable after the applicable Vesting Date, but in no event later than the Section 409A Cap Payment Date applicable to such Vesting Date. Settlement of vested Performance Share Units shall be made in payment of Shares , together with any related Unpaid RSU Dividend Equivalents, in accordance with Section 11.
10.      Shareholder Rights; RSU Dividend Equivalents . The Grantee shall have no rights of a Shareholder with respect to any Shares represented by any Performance Share Units unless and until such time as Shares represented by vested Performance Share Units have been delivered to the Grantee in accordance with Section 9. The Grantee will have no right to receive, or otherwise with respect to, any RSU Dividend Equivalents until such time, if ever, as the Performance Share Units with respect to which such RSU Dividend Equivalents relate shall have become vested and, if vesting does not occur, the related RSU Dividend Equivalents will be forfeited. RSU Dividend Equivalents shall not bear interest or be segregated in a separate account. Notwithstanding the foregoing, the Committee may, in its sole discretion, accelerate the vesting of any portion of the RSU Dividend Equivalents (the “Vested RSU Dividend Equivalents”). The settlement of any Vested RSU Dividend Equivalents shall be made as soon as administratively practicable after the accelerated vesting date, but in no event later than March 15 of the calendar year following the calendar year in which the Vested RSU Dividend Equivalents became vested.
11.      Delivery by Company. As soon as practicable after the vesting of Performance Share Units, and any related Unpaid RSU Dividend Equivalents, and subject to the withholding referred to in Section 17 of this Agreement, the Company will deliver or cause to be delivered to or at the direction of the Grantee (i)(a) a certificate or certificates issued or transferred in the Grantee’s name for the Shares represented by such vested Performance Share Units, (b) a statement of holdings reflecting that the Shares represented by such vested Performance Share Units are held for the benefit of the Grantee in uncertificated form by a third party service provider designated by the Company, or (c) a confirmation of deposit of the Shares represented by such vested Performance Share Units, in book-entry form, into the broker’s account designated by the Grantee, (ii) any securities constituting related vested Unpaid RSU Dividend Equivalents by any applicable method specified in clause (i) above, and (iii) any cash payment constituting related vested Unpaid RSU Dividend Equivalents. Any delivery of securities will be deemed effected for all purposes when (1) a certificate representing or statement of holdings reflecting such securities and, in the case of any Unpaid RSU Dividend Equivalents, any other documents necessary to reflect ownership thereof by the Grantee has been delivered personally to the Grantee or, if delivery is by mail, when the Company or its share transfer agent has deposited the certificate or statement of holdings and/or such other documents in the United States or local country mail, addressed to the Grantee, or (2) confirmation of deposit into the designated broker’s account of such securities, in written or electronic format, is first made available to the Grantee. Any cash payment will be deemed effected when a check from the

10


Company, payable to or at the direction of the Grantee and in the amount equal to the amount of the cash payment, has been delivered personally to or at the direction of the Grantee or deposited in the United States mail, addressed to the Grantee or his or her nominee.
12.      Nontransferability of Performance Share Units Before Vesting .
(a)      Before vesting and during the Grantee’s lifetime, the Performance Share Units and any related Unpaid RSU Dividend Equivalents may not be sold, assigned, transferred by gift or otherwise, pledged, exchanged, encumbered or disposed of (voluntarily or involuntarily), other than an assignment pursuant to a Domestic Relations Order. In the event of an assignment pursuant to a Domestic Relations Order, the unvested Performance Share Units and any related Unpaid RSU Dividend Equivalents so assigned shall be subject to all the restrictions, terms and provisions of this Agreement and the Plan, and the assignee shall be bound by all applicable provisions of this Agreement and the Plan in the same manner as the Grantee.
(b)      The Grantee may designate a beneficiary or beneficiaries to whom the Performance Share Units, to the extent then vested, and any related Unpaid RSU Dividend Equivalents will pass upon the Grantee’s death and may change such designation from time to time by filing a written designation of beneficiary or beneficiaries with the Committee on such form as may be prescribed by the Committee, provided that no such designation will be effective unless so filed prior to the death of the Grantee. If no such designation is made or if the designated beneficiary does not survive the Grantee’s death, the Performance Share Units, to the extent then vested, and any related Unpaid RSU Dividend Equivalents will pass by will or the laws of descent and distribution. Following the Grantee’s death, the person to whom such vested Performance Share Units and any related Unpaid RSU Dividend Equivalents pass according to the foregoing will be deemed the Grantee for purposes of any applicable provisions of this Agreement.
13.      Adjustments . The Performance Share Units and any related Unpaid RSU Dividend Equivalents will be subject to adjustment pursuant to Section 4.2 of the Plan in such manner as the Committee may deem equitable and appropriate in connection with the occurrence following the Grant Date of any of the events described in Section 4.2 of the Plan.
14.      Company’s Rights.     The existence of this Agreement will not affect in any way the right or power of the Company or its Shareholders to accomplish any corporate act, including, without limitation, the acts referred to in Section 11.16 of the Plan.
15.      Limitation of Rights; Executive Share Ownership Policy. Nothing in this Agreement or the Plan will be construed to give the Grantee any right to be granted any future Award other than in the sole discretion of the Committee or give the Grantee or any other person any interest in any fund or in any specified asset or assets of the Company or any of its Subsidiaries. Neither the Grantee nor any person claiming through the Grantee will have any right or interest in Shares represented by any Performance Share Units or any related Unpaid RSU Dividend Equivalents unless and until there shall have been full compliance with all the terms, conditions and provisions of this Agreement and the Plan. Grantee acknowledges and agrees that the transfer by Grantee of the Shares received upon vesting of Performance Share Units shall be subject to Grantee’s compliance with the Company’s Executive Share Ownership Policy, as in effect from time to time.

11


16.      Restrictions Imposed by Law. Without limiting the generality of Section 11.8 of the Plan, the Company shall not be obligated to deliver any Shares represented by vested Performance Share Units or securities constituting any Unpaid RSU Dividend Equivalents if counsel to the Company determines that the issuance or delivery thereof would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange upon which Shares or such other securities are listed. The Company will in no event be obligated to take any affirmative action in order to cause the delivery of Shares represented by vested Performance Share Units or securities constituting any Unpaid RSU Dividend Equivalents to comply with any such law, rule, regulation, or agreement. Any certificates representing any such securities issued or transferred under this Agreement may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws.
17.      Taxes.
(a)      To the extent that the Company is subject to withholding tax or employee social security withholding requirements under any national, state, local or other governmental law with respect to the award of the Performance Share Units to the Grantee or the vesting thereof, or the designation of any RSU Dividend Equivalents as payable or distributable or the payment or distribution thereof, the Grantee must make arrangements satisfactory to the Company to make payment to the Company of the amount required to be withheld under such tax laws or employer social security contribution laws, as determined by the Company (collectively, the “Required Withholding Amount”). To the extent such withholding is required because the Grantee vests in some or all of the Performance Share Units and any related RSU Dividend Equivalents, the Company shall withhold (i) from the Shares represented by vested Performance Share Units and otherwise deliverable to the Grantee a number of Shares and/or (ii) from any related RSU Dividend Equivalents otherwise deliverable to the Grantee an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Required Withholding Amount (subject to compliance with applicable law, including, but not limited to, “financial assistance” prohibitions under UK law), unless the Grantee remits the Required Withholding Amount to the Company in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. Without limitation to the foregoing sentence, the Grantee hereby agrees that the Required Withholding Amount can also be collected by (i) deducting from cash amounts otherwise payable to the Grantee (including wages or other cash compensation) or (ii) withholding from proceeds of the sale of Shares acquired upon vesting of the Earned Performance Share Units through a sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent). Notwithstanding any other provisions of this Agreement, the delivery of any shares of LBTY_ represented by vested Performance Share Units and any related RSU Dividend Equivalents may be postponed until any required withholding taxes have been paid to the Company.
(b)      If the Grantee is subject to tax in the United Kingdom and the withholding of any income tax due is not made within 90 days of the event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall (assuming the Grantee

12


is not a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act)) constitute a loan owed by the Grantee to the Grantee’s employer (the “Employer”), effective on the Due Date. The Grantee agrees that the loan will bear interest at the then-current HM Revenue & Customs (“HMRC”) Official Rate, it will be immediately due and repayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 17(a). If the Grantee is a director or executive officer and income tax is not collected from or paid by him or her by the Due Date, the amount of any uncollected income tax will constitute a benefit to the Grantee on which additional income tax and national insurance contributions (“NICs”) will be payable. The Grantee will be responsible for paying and reporting any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as applicable, for the value of any NICs due on this additional benefit.
(c)      At all times prior to the Vesting Date, the benefit payable under this Agreement is subject to a substantial risk of forfeiture within the meaning of Section 409A and Regulation 1.409A-1(d) (or any successor Regulation). Accordingly, this Agreement is not subject to Section 409A under the short term deferral exclusion. Notwithstanding any other provision of this Agreement, if Grantee is a “specified employee” as such term is defined in Section 409A, and determined as described below, any amounts that would otherwise be payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service (other than by reason of death) to the Grantee shall not be payable before the earlier of (i) the date that is six months after the date of the Grantee’s Termination of Service, (ii) the date of the Grantee’s death or (iii) the date that otherwise complies with the requirements of Section 409A. The Grantee shall be deemed a “specified employee” for the twelve-month period beginning on April 1 of a year if the Grantee is a “key employee” as defined in Section 416(i) of the Code (without regard to Section 416(i)(5)) as of December 31 of the preceding year.
(d)      In the event it shall be determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Grantee pursuant to this Agreement (“Payment”), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the “Excise Tax”), then the applicable provisions of subparagraph 12(h)(ii) of the Employment Agreement regarding potential reduction in payments shall apply.
18.      Notice . Unless the Company notifies the Grantee in writing of a different procedure, any notice or other communication to the Company with respect to this Agreement will be in writing and will be delivered personally or sent by United States first class or local country mail, postage prepaid, sent by overnight courier, freight prepaid or sent by facsimile and addressed as follows:
Liberty Global plc
12300 Liberty Boulevard
Englewood, CO 80112
Attn: General Counsel
Fax: 303-220-6691

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Any notice or other communication to the Grantee with respect to this Agreement will be in writing and will be delivered personally, or will be sent by United States first class or local country mail, postage prepaid, to the Grantee’s address as listed in the records of the Company on the Grant Date, unless the Company has received written notification from the Grantee of a change of address.
19.      Amendment . Notwithstanding any other provision hereof, this Agreement may be supplemented or amended from time to time as approved by the Committee. Without limiting the generality of the foregoing, without the consent of the Grantee,
(a)      this Agreement may be amended or supplemented from time to time as approved by the Committee (i) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or (ii) to add to the covenants and agreements of the Company for the benefit of the Grantee or surrender any right or power reserved to or conferred upon the Company in this Agreement, subject to any required approval of the Shareholders and, provided, in each case, that such changes or corrections will not adversely affect the rights of the Grantee with respect to the Award evidenced hereby, or (iii) to reform the Award made hereunder as contemplated by Section 11.18 of the Plan or to exempt the Award made hereunder from coverage under Section 409A, or (iv) to make such other changes as the Company, upon advice of counsel, determines are necessary or advisable because of the adoption or promulgation of, or change in or of the interpretation of, any law or governmental rule or regulation, including any applicable tax or securities laws; and
(b)      subject to any required action by the Board or the Shareholders, the Performance Share Units granted under this Agreement may be canceled by the Company and a new Award made in substitution therefor, provided that the Award so substituted will satisfy all of the requirements of the Plan as of the date such new Award is made and no such action will adversely affect any Performance Share Units that are then vested.
20.      Grantee Employment or Service.
(a)      Nothing contained in this Agreement, and no action of the Company or the Committee with respect hereto, will confer or be construed to confer on the Grantee any right to continue in the employ or service of the Company or any of its Subsidiaries or interfere in any way with any right of the Company or any Subsidiary, subject to the terms of the Employment Agreement or any separate employment or service agreement to the contrary, to terminate the Grantee’s employment or service at any time, with or without cause, or to increase or decrease the Grantee’s compensation from the rate in effect at the date hereof or to change the Grantee’s title or duties.
(b)      The Award hereunder is special incentive compensation that will not be taken into account, in any manner, as salary, earnings, compensation, bonus or benefits, in determining the amount of any payment under any pension, retirement, profit sharing, 401(k), life insurance, salary continuation, severance or other employee benefit plan, program or policy of the Company or any of its Subsidiaries or any employment or service agreement or arrangement with the Grantee.
(c)      It is a condition of the Grantee’s Award that, in the event of Termination of Service for whatever reason, whether lawful or not, including in circumstances which could give

14


rise to a claim for wrongful and/or unfair dismissal (whether or not it is known at the time of Termination of Service that such a claim may ensue), the Grantee will not by virtue of such Termination of Service, subject to Sections 5, 6 and 7 of this Agreement and the terms of the Employment Agreement, become entitled to any damages or severance or any additional amount of damages or severance in respect of any rights or expectations of whatsoever nature the Grantee may have hereunder or under the Plan. Notwithstanding any other provision of the Plan or this Agreement, the Award hereunder will not form part of the Grantee’s entitlement to remuneration or benefits pursuant to the Grantee’s employment or service agreement or arrangement, if any. The rights and obligations of the Grantee under the terms of his or her employment or service agreement, if any, will not be enhanced hereby.
(d)      In the event of any inconsistency between the terms hereof or of the Plan and any employment, severance or other agreement with the Grantee, the terms hereof and of the Plan shall control.
21.      Nonalienation of Benefits . Except as provided in Section 12 of this Agreement, (i) no right or benefit under this Agreement will be subject to anticipation, alienation, sale, assignment, hypothecation, pledge, exchange, transfer, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the same will be void, and (ii) no right or benefit hereunder will in any manner be liable for or subject to the debts, contracts, liabilities or torts of the Grantee or other person entitled to such benefits.
22.      Data Privacy .
(a)      The Grantee’s acceptance hereof shall evidence the Grantee’s explicit and unambiguous consent to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data by and among, as applicable, the Grantee’s employer (the “Employer”) and the Company and its subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that the Company and the Employer may hold certain personal information about the Grantee, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, bonus and employee benefits, nationality, job title and description, any Shares or directorships or other positions held in the Company, its subsidiaries and affiliates, details of all options, share appreciation rights, restricted shares, restricted share units or any other entitlement to Shares or other Awards granted, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor, annual performance objectives, performance reviews and performance ratings, for the purpose of implementing, administering and managing Awards under the Plan (“Data”).
(b)      The Grantee understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country or elsewhere, and that the recipients’ country (e.g. the United States) may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in

15


electronic or other form, for the sole purpose of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Grantee may elect to deposit any Shares acquired with respect to an Award.
(c)      The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may at any time view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. Further, the Grantee understands that he or she is providing the consents herein on a purely voluntary basis. If the Grantee does not consent, or if the Grantee later seeks to revoke his or her consent, the Grantee’s employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Grantee’s consent is that the Company would not be able to grant him or her Target Performance Share Units or other equity awards or administer or maintain such awards. Therefore, the Grantee understands that refusing or withdrawing his or her consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of a refusal to consent or withdrawal of consent, the Grantee may contact the Grantee’s local human resources representative.
23.      Governing Law; Jurisdiction . This Agreement will be governed by, and construed in accordance with, the internal laws of the State of Colorado. Each party irrevocably submits to the general jurisdiction of the state and federal courts located in the State of Colorado in any action to interpret or enforce this Agreement and irrevocably waives any objection to jurisdiction that such party may have based on inconvenience of forum.
24.      Construction . References in this Agreement to “this Agreement” and the words “herein,” “hereof,” “hereunder” and similar terms include all Exhibits and Schedules appended hereto, including the Plan. This Agreement is entered into, and the Award evidenced hereby is granted, pursuant to the Plan and shall be governed by and construed in accordance with the Plan and the administrative interpretations adopted by the Committee thereunder. The word “include” and all variations thereof are used in an illustrative sense and not in a limiting sense. All decisions of the Committee upon questions regarding this Agreement will be conclusive. Unless otherwise expressly stated herein, in the event of any inconsistency between the terms of the Plan and this Agreement, the terms of the Plan will control. The headings of the sections of this Agreement have been included for convenience of reference only, are not to be considered a part hereof and will in no way modify or restrict any of the terms or provisions hereof.
25.      Duplicate Originals . The Company and the Grantee may sign any number of copies of this Agreement. Each signed copy will be an original, but all of them together represent the same agreement.
26.      Rules by Committee . The rights of the Grantee and the obligations of the Company hereunder will be subject to such reasonable rules and regulations as the Committee may adopt from time to time.

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27.      Entire Agreement . This Agreement is in satisfaction of and in lieu of all prior discussions and agreements, oral or written, between the Company and the Grantee regarding the subject matter hereof. The Grantee and the Company hereby declare and represent that no promise or agreement not herein expressed has been made and that this Agreement contains the entire agreement between the parties hereto with respect to the Award and replaces and makes null and void any prior agreements between the Grantee and the Company regarding the Award. This Agreement will be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns.
28.      Grantee Acceptance .
(a)      Pursuant to the Plan, the Company previously awarded Performance Share Units with respect to shares of LBTY_ to the Grantee as evidenced by that certain Performance Share Units Agreement accepted by the Grantee in the year 2014 (the “2014 Agreement”). By accepting this Agreement, the Grantee agrees that Section 4(a) of the 2014 Agreement shall be amended as set forth below, and the Grantee acknowledges that, in addition to other consideration, the Award to which this Agreement relates is in consideration for the Grantee’s agreement to the amendment of the 2014 Agreement:
“4. Vesting during Service Period.
(a)     Unless the Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Sections 5, 6, and 7 of this Agreement or Section 11.1(b) of the Plan and subject to the forfeiture provisions of this Agreement, the Earned Performance Share Units shall become vested in accordance with the following schedule (each date specified below being a Vesting Date):
(i)
On April 1 during the Service Period, 50% of the Earned Performance Share Units shall become vested; and
(ii)
On October 1 during the Service Period, 50% of the Earned Performance Share Units shall become vested.”
(b)      The Grantee will signify acceptance hereof and consent to all the terms and conditions of this Agreement by signing in the space provided on the signature page hereto and returning a signed copy to the Company. If the Grantee does not execute and return this Agreement within 150 days of the Grant Date, the grant of Performance Share Units shall be null and void.

17



Signature Page to Performance Share Units Agreement dated as of March 19, 2015, between Liberty Global plc and the Grantee

LIBERTY GLOBAL PLC

By:                         
Name:
Title:

ACCEPTED:

    
Grantee Name:     Michael T. Fries
Address:        
City/State/Country:    
Optionee ID:    ______

Grant No. PSU00____

Number of Target Performance Share Units (LBTY__) Awarded:    ____________


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Exhibit 31.1
CERTIFICATION

I, Michael T. Fries, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Liberty Global plc;
2.
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report based on such evaluation; and
d)
Disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2015     
/s/ Michael T. Fries
 
Michael T. Fries
 
President and Chief Executive Officer
 





Exhibit 31.2
CERTIFICATION

I, Charles H.R. Bracken, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Liberty Global plc;
2.
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report based on such evaluation; and
d)
Disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2015     
/s/ Charles H.R. Bracken
 
Charles H.R. Bracken
 
Executive Vice President and Co-Chief Financial Officer
 
(Principal Financial Officer)
 




Exhibit 31.3
CERTIFICATION

I, Bernard G. Dvorak, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Liberty Global plc;
2.
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report based on such evaluation; and
d)
Disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 4, 2015     
/s/ Bernard G. Dvorak
 
Bernard G. Dvorak
 
Executive Vice President and Co-Chief Financial Officer
 
(Principal Accounting Officer)
 




Exhibit 32

Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)


Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Liberty Global plc (the "Company"), does hereby certify, to such officer's knowledge, that:

The Quarterly Report on Form 10-Q for the period ended June 30, 2015 (the "Form 10-Q") of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of June 30, 2015 and December 31, 2014 , and for the three and six months ended June 30, 2015 and 2014 .

Dated:
August 4, 2015
 
/s/     Michael T. Fries
 
 
 
Michael T. Fries
 
 
 
Chief Executive Officer
 
 
 
 
 
 
 
 
Dated:
August 4, 2015
 
/s/     Charles H.R. Bracken
 
 
 
Charles H.R. Bracken
 
 
 
Executive Vice President and Co-Chief Financial Officer
 
 
 
(Principal Financial Officer)
 
 
 
 
 
 
 
 
Dated:
August 4, 2015
 
/s/     Bernard G. Dvorak
 
 
 
Bernard G. Dvorak
 
 
 
Executive Vice President and Co-Chief Financial Officer
 
 
 
(Principal Accounting Officer)

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document.





Exhibit 99.1
ATTRIBUTED FINANCIAL INFORMATION
Unless otherwise defined herein, the capitalized terms used herein are defined in the notes to our June 30, 2015 condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (the June 30, 2015 Quarterly Report ). The financial information presented herein should be read in conjunction with the financial information and related discussion and analysis included in our June 30, 2015 Quarterly Report , our 2014 Annual Report and our December 31, 2014 attributed financial information included in our Current Report on Form 8-K filed May 26, 2015. In the following text, the terms “we,” “our,” “our company” and “us” may refer, as the context requires, to Liberty Global (or its predecessor) or collectively to Liberty Global (or its predecessor) and its subsidiaries.
As further described in note 1 to our June 30, 2015 condensed consolidated financial statements, the following tables present our assets, liabilities, revenue, expenses and cash flows that are intended to track and reflect the separate economic performance of the businesses and assets attributed to (i) the Liberty Global Group and (ii) the LiLAC Group . The attributed financial information presented herein has been prepared assuming this attribution had been completed as of January 1, 2014. However, this attribution of historical financial information does not necessarily represent the actual results and balances that would have occurred if such attribution had actually been in place during the periods presented.


F-1

LIBERTY GLOBAL PLC
ATTRIBUTED BALANCE SHEET INFORMATION
June 30, 2015
(unaudited)

 
 
Attributed to:
 
 
 
 
 
Liberty Global Group
 
LiLAC Group
 
Inter-group eliminations
 
Consolidated Liberty Global
 
in millions
ASSETS
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
586.6

 
$
232.9

 
$
—

 
$
819.5

Trade receivables, net
1,242.2

 
115.6

 
—

 
1,357.8

Deferred income taxes
287.3

 
20.4

 
—

 
307.7

Prepaid expenses
192.2

 
19.4

 
—

 
211.6

Derivative instruments
245.0

 
3.3

 
—

 
248.3

Other current assets
209.9

 
100.9

 
(4.0
)
 
306.8

Total current assets
2,763.2

 
492.5

 
(4.0
)
 
3,251.7

Investments
2,192.2

 
—

 
—

 
2,192.2

Property and equipment, net
21,864.7

 
896.4

 
—

 
22,761.1

Goodwill
27,342.5

 
816.5

 
—

 
28,159.0

Intangible assets subject to amortization, net
7,874.9

 
124.6

 
—

 
7,999.5

Other assets, net (note 4)
4,720.4

 
916.8

 
(7.0
)
 
5,630.2

Total assets
$
66,757.9

 
$
3,246.8

 
$
(11.0
)
 
$
69,993.7



























F-2

LIBERTY GLOBAL PLC
ATTRIBUTED BALANCE SHEET INFORMATION — (Continued)
June 30, 2015
(unaudited)
 
Attributed to:
 
 
 
 
 
Liberty Global Group
 
LiLAC Group
 
Inter-group eliminations
 
Consolidated Liberty Global
 
in millions
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
Accounts payable
$
990.3

 
$
71.9

 
$
—

 
$
1,062.2

Deferred revenue and advance payments from subscribers and others
1,398.8

 
51.0

 
—

 
1,449.8

Current portion of debt and capital lease obligations
1,613.0

 
0.9

 
—

 
1,613.9

Accrued interest
650.9

 
54.2

 
—

 
705.1

Accrued capital expenditures
369.4

 
37.5

 
—

 
406.9

Derivative instruments
352.6

 
32.6

 
—

 
385.2

Other accrued and current liabilities
2,228.3

 
186.3

 
(4.0
)
 
2,410.6

Total current liabilities
7,603.3

 
434.4

 
(4.0
)
 
8,033.7

Long-term debt and capital lease obligations (note 4)
42,113.4

 
2,333.5

 
(6.8
)
 
44,440.1

Other long-term liabilities
4,792.4

 
254.5

 
(0.2
)
 
5,046.7

Total liabilities
54,509.1

 
3,022.4

 
(11.0
)
 
57,520.5

Equity attributable to Liberty Global shareholders (note 4)
12,822.5

 
163.7

 
—

 
12,986.2

Noncontrolling interests
(573.7
)
 
60.7

 
—

 
(513.0
)
Total equity
12,248.8

 
224.4

 
—

 
12,473.2

Total liabilities and equity
$
66,757.9

 
$
3,246.8

 
$
(11.0
)
 
$
69,993.7

 

F-3

LIBERTY GLOBAL PLC
ATTRIBUTED BALANCE SHEET INFORMATION
December 31, 2014
(unaudited)

 
 
Attributed to:
 
 
 
 
 
Liberty Global Group
 
LiLAC Group
 
Inter-group eliminations
 
Consolidated Liberty Global
 
in millions
ASSETS
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
1,051.4

 
$
107.1

 
$
—

 
$
1,158.5

Trade receivables, net
1,374.9

 
124.6

 
—

 
1,499.5

Derivative instruments
445.5

 
1.1

 
—

 
446.6

Deferred income taxes
275.6

 
14.7

 
—

 
290.3

Prepaid expenses
179.0

 
10.7

 
—

 
189.7

Other current assets
266.0

 
73.9

 
(4.0
)
 
335.9

Total current assets
3,592.4

 
332.1

 
(4.0
)
 
3,920.5

Investments
1,808.2

 
—

 
—

 
1,808.2

Property and equipment, net
23,016.0

 
824.6

 
—

 
23,840.6

Goodwill
28,214.3

 
787.3

 
—

 
29,001.6

Intangible assets subject to amortization, net
9,119.1

 
70.7

 
—

 
9,189.8

Other assets, net (note 4)
4,334.5

 
756.3

 
(9.6
)
 
5,081.2

Total assets
$
70,084.5

 
$
2,771.0

 
$
(13.6
)
 
$
72,841.9





















F-4

LIBERTY GLOBAL PLC
ATTRIBUTED BALANCE SHEET INFORMATION — (Continued)
December 31, 2014
(unaudited)


 
Attributed to:
 
 
 
 
 
Liberty Global Group
 
LiLAC Group
 
Inter-group eliminations
 
Consolidated Liberty Global
 
in millions
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
Accounts payable
$
959.7

 
$
79.3

 
$
—

 
$
1,039.0

Deferred revenue and advance payments from subscribers and others
1,407.7

 
44.5

 
—

 
1,452.2

Current portion of debt and capital lease obligations
1,550.2

 
0.7

 
—

 
1,550.9

Derivative instruments
1,004.0

 
39.7

 
—

 
1,043.7

Accrued interest
638.6

 
52.0

 
—

 
690.6

Accrued capital expenditures
393.5

 
18.9

 
—

 
412.4

Other accrued and current liabilities
2,812.7

 
192.8

 
(4.0
)
 
3,001.5

Total current liabilities
8,766.4

 
427.9

 
(4.0
)
 
9,190.3

Long-term debt and capital lease obligations
42,544.7

 
2,072.8

 
(9.4
)
 
44,608.1

Other long-term liabilities
4,726.5

 
201.2

 
(0.2
)
 
4,927.5

Total liabilities
56,037.6

 
2,701.9

 
(13.6
)
 
58,725.9

Equity attributable to Liberty Global shareholders
14,694.3

 
20.2

 
—

 
14,714.5

Noncontrolling interests
(647.4
)
 
48.9

 
—

 
(598.5
)
Total equity
14,046.9

 
69.1

 
—

 
14,116.0

Total liabilities and equity
$
70,084.5

 
$
2,771.0

 
$
(13.6
)
 
$
72,841.9

 

F-5

LIBERTY GLOBAL PLC
ATTRIBUTED STATEMENT OF OPERATIONS AND COMPREHENSIVE EARNINGS (LOSS) INFORMATION
Three months ended June 30, 2015
(unaudited)
 
Attributed to:
 
 
 
 
 
Liberty Global Group
 
LiLAC Group
 
Inter-group eliminations
 
Consolidated Liberty Global
 
in millions
 
 
 
 
 
 
 
 
Revenue
$
4,255.1

 
$
311.4

 
$
—

 
$
4,566.5

Operating costs and expenses (note 3):
 
 
 
 
 
 
 
Operating (other than depreciation and amortization) (including share-based compensation)
1,527.8

 
136.7

 
—

 
1,664.5

SG&A (including share-based compensation)
724.9

 
48.7

 
—

 
773.6

Depreciation and amortization
1,423.5

 
54.3

 
—

 
1,477.8

Impairment, restructuring and other operating items, net
19.9

 
5.8

 
—

 
25.7

 
3,696.1

 
245.5

 
—

 
3,941.6

Operating income
559.0

 
65.9

 
—

 
624.9

Non-operating income (expense):
 
 
 
 
 
 
 
Interest expense
(560.6
)
 
(40.3
)
 
0.1

 
(600.8
)
Realized and unrealized gains (losses) on derivative instruments, net
(680.9
)
 
1.2

 
—

 
(679.7
)
Foreign currency transaction gains (losses), net
371.7

 
(31.3
)
 
—

 
340.4

Realized and unrealized gains due to changes in fair values of certain investments, net
110.8

 
—

 
—

 
110.8

Losses on debt modification and extinguishment, net
(73.8
)
 
—

 
—

 
(73.8
)
Other income (expense), net
(2.0
)
 
0.4

 
(0.1
)
 
(1.7
)
 
(834.8
)
 
(70.0
)
 
—

 
(904.8
)
Loss before income taxes
(275.8
)
 
(4.1
)
 
—

 
(279.9
)
Income tax benefit ( expense)  (note 2)
(131.4
)
 
1.4

 
—

 
(130.0
)
Net loss
(407.2
)
 
(2.7
)
 
—

 
(409.9
)
Net earnings attributable to noncontrolling interests
(51.6
)
 
(3.2
)
 
—

 
(54.8
)
Net loss attributable to Liberty Global shareholders
$
(458.8
)
 
$
(5.9
)
 
$
—

 
$
(464.7
)
 
 
 
 
 
 
 
 
Net loss
$
(407.2
)
 
$
(2.7
)
 
$
—

 
$
(409.9
)
Other comprehensive earnings, net of taxes:
 
 
 
 
 
 
 
Foreign currency translation adjustments
925.5

 
4.2

 
—

 
929.7

Reclassification adjustments included in net loss
0.9

 
—

 
—

 
0.9

Pension-related adjustments and other
0.5

 
—

 
—

 
0.5

Other comprehensive earnings
926.9

 
4.2

 
—

 
931.1

Comprehensive earnings (loss)
519.7

 
1.5

 
—

 
521.2

Comprehensive earnings attributable to noncontrolling interests
(51.6
)
 
(3.2
)
 
—

 
(54.8
)
Comprehensive earnings (loss) attributable to Liberty Global shareholders
$
468.1

 
$
(1.7
)
 
$
—

 
$
466.4

 

F-6

LIBERTY GLOBAL PLC
ATTRIBUTED STATEMENT OF OPERATIONS AND COMPREHENSIVE EARNINGS (LOSS) INFORMATION
Three months ended June 30, 2014
(unaudited)
 
Attributed to:
 
 
 
 
 
Liberty Global Group
 
LiLAC Group
 
Inter-group eliminations
 
Consolidated Liberty Global
 
in millions
 
 
 
 
 
 
 
 
Revenue
$
4,295.8

 
$
306.4

 
$
—

 
$
4,602.2

Operating costs and expenses (note 3):
 
 
 
 
 
 
 
Operating (other than depreciation and amortization) (including share-based compensation)
1,583.8

 
135.4

 
—

 
1,719.2

SG&A (including share-based compensation)
737.9

 
54.6

 
—

 
792.5

Depreciation and amortization
1,341.4

 
52.0

 
—

 
1,393.4

Impairment, restructuring and other operating items, net
25.8

 
1.8

 
—

 
27.6

 
3,688.9

 
243.8

 
—

 
3,932.7

Operating income
606.9

 
62.6

 
—

 
669.5

Non-operating income (expense):
 
 
 
 
 
 
 
Interest expense
(604.4
)
 
(37.8
)
 
0.4

 
(641.8
)
Realized and unrealized gains ( losses)  on derivative instruments, net
(330.4
)
 
1.8

 
—

 
(328.6
)
Foreign currency transaction losses, net
(32.0
)
 
(4.4
)
 
—

 
(36.4
)
Realized and unrealized gains  due to changes in fair values of certain investments, net
157.4

 
—

 
—

 
157.4

Losses on debt modification and extinguishment, net
(53.0
)
 
—

 
—

 
(53.0
)
Other income (expense), net
(1.8
)
 
0.5

 
(0.4
)
 
(1.7
)
 
(864.2
)
 
(39.9
)
 
—

 
(904.1
)
Earnings (loss) from continuing operations before income taxes
(257.3
)
 
22.7

 
—

 
(234.6
)
Income tax benefit (expense) (note 2)
11.0

 
(10.4
)
 
—

 
0.6

Earnings (loss)   from continuing operations
(246.3
)
 
12.3

 
—

 
(234.0
)
Adjustment to gain on disposal of discontinued operations, net of taxes
(7.2
)
 
—

 
—

 
(7.2
)
Net earnings (loss)
(253.5
)
 
12.3

 
—

 
(241.2
)
Net earnings attributable to noncontrolling interests
(7.5
)
 
(1.2
)
 
—

 
(8.7
)
Net earnings (loss) attributable to Liberty Global shareholders
$
(261.0
)
 
$
11.1

 
$
—

 
$
(249.9
)
 
 
 
 
 
 
 
 
Net earnings (loss)
$
(253.5
)
 
$
12.3

 
$
—

 
$
(241.2
)
Other comprehensive earnings (loss), net of taxes:
 
 
 
 
 
 
 
Foreign currency translation adjustments
422.2

 
(5.3
)
 
—

 
416.9

Reclassification adjustments included in net loss
0.1

 
—

 
—

 
0.1

Other comprehensive earnings (loss)
422.3

 
(5.3
)
 
—

 
417.0

Comprehensive earnings
168.8

 
7.0

 
—

 
175.8

Comprehensive earnings attributable to noncontrolling interests
(7.7
)
 
(1.2
)
 
—

 
(8.9
)
Comprehensive earnings attributable to Liberty Global shareholders
$
161.1

 
$
5.8

 
$
—

 
$
166.9

 

F-7

LIBERTY GLOBAL PLC
ATTRIBUTED STATEMENT OF OPERATIONS AND COMPREHENSIVE EARNINGS (LOSS) INFORMATION
Six months ended June 30, 2015
(unaudited)
 
Attributed to:
 
 
 
 
 
Liberty Global Group
 
LiLAC Group
 
Inter-group eliminations
 
Consolidated Liberty Global
 
in millions
 
 
 
 
 
 
 
 
Revenue
$
8,484.2

 
$
599.2

 
$
—

 
$
9,083.4

Operating costs and expenses (note 3):
 
 
 
 
 
 
 
Operating (other than depreciation and amortization) (including share-based compensation)
3,084.9

 
265.5

 
—

 
3,350.4

SG&A (including share-based compensation)
1,480.3

 
98.4

 
—

 
1,578.7

Depreciation and amortization
2,822.7

 
106.5

 
—

 
2,929.2

Impairment, restructuring and other operating items, net
31.8

 
10.9

 
—

 
42.7

 
7,419.7

 
481.3

 
—

 
7,901.0

Operating income
1,064.5

 
117.9

 
—

 
1,182.4

Non-operating income (expense):
 
 
 
 
 
 
 
Interest expense
(1,138.2
)
 
(78.8
)
 
0.3

 
(1,216.7
)
Realized and unrealized gains (losses) on derivative instruments, net
(141.8
)
 
80.6

 
—

 
(61.2
)
Foreign currency transaction losses, net
(621.5
)
 
(73.7
)
 
—

 
(695.2
)
Realized and unrealized gains due to changes in fair values of certain investments, net
262.2

 
—

 
—

 
262.2

Losses on debt modification and extinguishment, net
(348.3
)
 
—

 
—

 
(348.3
)
Other income (expense), net
(2.6
)
 
0.2

 
(0.3
)
 
(2.7
)
 
(1,990.2
)
 
(71.7
)
 
—

 
(2,061.9
)
Earnings (loss) before income taxes
(925.7
)
 
46.2

 
—

 
(879.5
)
Income tax expense  (note 2)
(37.6
)
 
(14.5
)
 
—

 
(52.1
)
Net earnings (loss)
(963.3
)
 
31.7

 
—

 
(931.6
)
Net earnings attributable to noncontrolling interests
(65.6
)
 
(5.0
)
 
—

 
(70.6
)
Net earnings (loss) attributable to Liberty Global shareholders
$
(1,028.9
)
 
$
26.7

 
$
—

 
$
(1,002.2
)
 
 
 
 
 
 
 
 
Net earnings (loss)
$
(963.3
)
 
$
31.7

 
$
—

 
$
(931.6
)
Other comprehensive earnings (loss), net of taxes:
 
 
 
 
 
 
 
Foreign currency translation adjustments
226.9

 
11.7

 
—

 
238.6

Reclassification adjustments included in net loss
1.0

 
—

 
—

 
1.0

Pension-related adjustments and other
(1.0
)
 
—

 
—

 
(1.0
)
Other comprehensive earnings
226.9

 
11.7

 
—

 
238.6

Comprehensive earnings (loss)
(736.4
)
 
43.4

 
—

 
(693.0
)
Comprehensive earnings attributable to noncontrolling interests
(65.7
)
 
(5.0
)
 
—

 
(70.7
)
Comprehensive earnings (loss) attributable to Liberty Global shareholders
$
(802.1
)
 
$
38.4

 
$
—

 
$
(763.7
)
 

F-8

LIBERTY GLOBAL PLC
ATTRIBUTED STATEMENT OF OPERATIONS AND COMPREHENSIVE EARNINGS (LOSS) INFORMATION
Six months ended June 30, 2014
(unaudited)
 
Attributed to:
 
 
 
 
 
Liberty Global Group
 
LiLAC Group
 
Inter-group eliminations
 
Consolidated Liberty Global
 
in millions
 
 
 
 
 
 
 
 
Revenue
$
8,529.6

 
$
606.4

 
$
(0.1
)
 
$
9,135.9

Operating costs and expenses (note 3):
 
 
 
 
 
 
 
Operating (other than depreciation and amortization) (including share-based compensation)
3,146.4

 
271.7

 
(0.1
)
 
3,418.0

SG&A (including share-based compensation)
1,445.8

 
109.2

 
—

 
1,555.0

Depreciation and amortization
2,666.6

 
103.9

 
—

 
2,770.5

Impairment, restructuring and other operating items, net
138.4

 
2.8

 
—

 
141.2

 
7,397.2

 
487.6

 
(0.1
)
 
7,884.7

Operating income
1,132.4

 
118.8

 
—

 
1,251.2

Non-operating income (expense):
 
 
 
 
 
 
 
Interest expense
(1,226.2
)
 
(69.8
)
 
0.7

 
(1,295.3
)
Realized and unrealized losses  on derivative instruments, net
(580.4
)
 
(124.8
)
 
—

 
(705.2
)
Foreign currency transaction gains (losses), net
(78.5
)
 
21.3

 
—

 
(57.2
)
Realized and unrealized gains  due to changes in fair values of certain investments, net
97.2

 
—

 
—

 
97.2

Losses on debt modification and extinguishment, net
(71.9
)
 
(2.0
)
 
—

 
(73.9
)
Other income, net
11.0

 
1.3

 
(0.7
)
 
11.6

 
(1,848.8
)
 
(174.0
)
 
—

 
(2,022.8
)
Loss from continuing operations before income taxes
(716.4
)
 
(55.2
)
 
—

 
(771.6
)
Income tax benefit (expense) (note 2)
118.2

 
(0.6
)
 
—

 
117.6

Loss   from continuing operations
(598.2
)
 
(55.8
)
 
—

 
(654.0
)
Discontinued operation:
 
 
 
 
 
 
 
Earnings from discontinued operation, net of taxes
0.8

 
—

 
—

 
0.8

Gain on disposal of discontinued operation, net of taxes
332.7

 
—

 
—

 
332.7

 
333.5

 
—

 
—

 
333.5

Net loss
(264.7
)

(55.8
)
 
—

 
(320.5
)
Net loss (earnings) attributable to noncontrolling interests
(10.8
)
 
2.6

 
—

 
(8.2
)
Net loss attributable to Liberty Global shareholders
$
(275.5
)

$
(53.2
)

$
—

 
$
(328.7
)
 
 
 
 
 
 
 
 
Net loss
$
(264.7
)
 
$
(55.8
)
 
$
—

 
$
(320.5
)
Other comprehensive earnings (loss), net of taxes:
 
 
 
 
 
 
 
Foreign currency translation adjustments
562.2

 
(87.2
)
 
—

 
475.0

Reclassification adjustments included in net loss
64.2

 
—

 
—

 
64.2

Other comprehensive earnings (loss)
626.4

 
(87.2
)
 
—

 
539.2

Comprehensive earnings (loss)
361.7

 
(143.0
)
 
—

 
218.7

Comprehensive loss (earnings) attributable to noncontrolling interests
(11.0
)
 
2.6

 
—

 
(8.4
)
Comprehensive earnings (loss) attributable to Liberty Global shareholders
$
350.7

 
$
(140.4
)
 
$
—

 
$
210.3

 

F-9

LIBERTY GLOBAL PLC
ATTRIBUTED STATEMENT OF CASH FLOWS INFORMATION
Six months ended June 30, 2015
(unaudited)
 
Attributed to:
 
 
 
 
 
Liberty Global Group
 
LiLAC Group
 
Inter-group eliminations
 
Consolidated Liberty Global
 
in millions
Cash flows from operating activities:
 
 
 
 
 
 
 
Net earnings (loss)
$
(963.3
)
 
31.7

 
$
—

 
$
(931.6
)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
 
 
 
 
 
 
 
Share-based compensation expense
127.5

 
0.5

 
—

 
128.0

Depreciation and amortization
2,822.7

 
106.5

 
—

 
2,929.2

Impairment, restructuring and other operating items, net
31.8

 
10.9

 
—

 
42.7

Amortization of deferred financing costs and non-cash interest accretion
32.3

 
1.9

 
—

 
34.2

Realized and unrealized losses (gains) on derivative instruments, net
141.8

 
(80.6
)
 
—

 
61.2

Foreign currency transaction losses, net
621.5

 
73.7

 
—

 
695.2

Realized and unrealized gains due to changes in fair values of certain investments, including impact of dividends
(261.1
)
 
—

 
—

 
(261.1
)
Losses on debt modification and extinguishment, net
348.3

 
—

 
—

 
348.3

Deferred income tax benefit
(135.0
)
 
(7.7
)
 
—

 
(142.7
)
Excess tax benefits from share-based compensation
(16.0
)
 
(1.9
)
 
—

 
(17.9
)
Changes in operating assets and liabilities, net of the effects of acquisitions and dispositions
(198.4
)
 
(1.3
)
 
—

 
(199.7
)
Net cash provided by operating activities
2,552.1

 
133.7

 
—

 
2,685.8

 
 
 
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
 
 
 
Capital expenditures
(1,151.0
)
 
(111.4
)
 
—

 
(1,262.4
)
Cash paid in connection with acquisitions, net of cash acquired
(6.8
)
 
(272.5
)
 
—

 
(279.3
)
Investments in and loans to affiliates and others
(160.9
)
 
(0.5
)
 
—

 
(161.4
)
Inter-group receipts (payments), net
(110.2
)
 
2.9

 
107.3

 
—

Other investing activities, net
10.4

 
0.6

 
—

 
11.0

Net cash used by investing activities
$
(1,418.5
)
 
$
(380.9
)
 
$
107.3

 
$
(1,692.1
)




F-10

LIBERTY GLOBAL PLC
ATTRIBUTED STATEMENT OF CASH FLOWS INFORMATION — (Continued)
Six months ended June 30, 2015
(unaudited)
 
Attributed to:
 
 
 
 
 
Liberty Global Group
 
LiLAC Group
 
Inter-group eliminations
 
Consolidated Liberty Global
 
in millions
Cash flows from financing activities:
 
 
 
 
 
 
 
Borrowings of debt
$
10,931.2

 
$
261.1

 
$
—

 
$
11,192.3

Repayments and repurchases of debt and capital lease obligations
(10,717.4
)
 
(0.4
)
 
—

 
(10,717.8
)
Repurchase of Old Liberty Global Ordinary Shares
(908.1
)
 
—

 
—

 
(908.1
)
Payment of financing costs and debt premiums
(353.4
)
 
(3.1
)
 
—

 
(356.5
)
Net cash paid related to derivative instruments
(303.3
)
 
—

 
—

 
(303.3
)
Purchase of additional shares of subsidiaries
(142.2
)
 
—

 
—

 
(142.2
)
Net cash paid associated with call option contracts on Old Liberty Global Ordinary Shares
(121.2
)
 
—

 
—

 
(121.2
)
Inter-group receipts (payments), net
(2.9
)
 
110.2

 
(107.3
)
 
—

Other financing activities, net
15.8

 
8.5

 
—

 
24.3

Net cash provided (used) by financing activities
(1,601.5
)
 
376.3

 
(107.3
)
 
(1,332.5
)
 
 
 
 
 
 
 
 
Effect of exchange rate changes on cash
3.1

 
(3.3
)
 
—

 
(0.2
)
 
 
 
 
 
 
 
 
Net increase (decrease) in cash and cash equivalents
(464.8
)
 
125.8

 
—

 
(339.0
)
Cash and cash equivalents:
 
 
 
 
 
 
 
Beginning of period
1,051.4

 
107.1

 
—

 
1,158.5

End of period
$
586.6

 
$
232.9

 
$
—

 
$
819.5

 
 
 
 
 
 
 
 
Cash paid for interest
$
1,065.6

 
$
72.6

 
$
—

 
$
1,138.2

Net cash paid for taxes
$
152.9

 
$
14.4

 
$
—

 
$
167.3

 


F-11

LIBERTY GLOBAL PLC
ATTRIBUTED STATEMENT OF CASH FLOWS INFORMATION
Six months ended June 30, 2014
(unaudited)
 
Attributed to:
 
 
 
 
 
Liberty Global Group
 
LiLAC Group
 
Inter-group eliminations
 
Consolidated Liberty Global
 
in millions
Cash flows from operating activities:
 
 
 
 
 
 
 
Net loss
$
(264.7
)
 
$
(55.8
)
 
$
—

 
$
(320.5
)
Earnings from discontinued operation
(333.5
)
 
—

 
—

 
(333.5
)
Loss from continuing operations
(598.2
)
 
(55.8
)
 
—

 
(654.0
)
Adjustments to reconcile loss from continuing operations to net cash provided by operating activities:
 
 
 
 
 
 
 
Share-based compensation expense
105.4

 
4.1

 
—

 
109.5

Depreciation and amortization
2,666.6

 
103.9

 
—

 
2,770.5

Impairment, restructuring and other operating items, net
138.4

 
2.8

 
—

 
141.2

Amortization of deferred financing costs and non-cash interest accretion
40.1

 
1.7

 
—

 
41.8

Realized and unrealized losses on derivative instruments, net
580.4

 
124.8

 
—

 
705.2

Foreign currency transaction losses (gains), net
78.5

 
(21.3
)
 
—

 
57.2

Realized and unrealized gains due to changes in fair values of certain investments, including impact of dividends
(97.2
)
 
—

 
—

 
(97.2
)
Losses on debt modification and extinguishment, net
71.9

 
2.0

 
—

 
73.9

Deferred income tax benefit
(231.7
)
 
(16.7
)
 
—

 
(248.4
)
Changes in operating assets and liabilities, net of the effects of acquisitions and dispositions
(7.6
)
 
24.6

 
—

 
17.0

Net cash used by operating activities of discontinued operation
(9.6
)
 
—

 
—

 
(9.6
)
Net cash provided by operating activities
2,737.0

 
170.1

 
—

 
2,907.1

 
 
 
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
 
 
 
Capital expenditures
(1,294.4
)
 
(107.6
)
 
—

 
(1,402.0
)
Proceeds received upon disposition of discontinued operation, net of disposal costs
985.2

 
—

 
—

 
985.2

Cash paid in connection with acquisitions, net of cash acquired
(32.3
)
 
—

 
—

 
(32.3
)
Investments in and loans to affiliates and others
(17.9
)
 
(0.7
)
 
—

 
(18.6
)
Inter-group receipts (payments), net
441.8

 
—

 
(441.8
)
 
—

Other investing activities, net
10.8

 
0.3

 
—

 
11.1

Net cash used by investing activities of discontinued operation
(3.8
)
 
—

 
—

 
(3.8
)
Net cash provided (used) by investing activities
$
89.4

 
$
(108.0
)
 
$
(441.8
)
 
$
(460.4
)
 

F-12

LIBERTY GLOBAL PLC
ATTRIBUTED STATEMENT OF CASH FLOWS INFORMATION — (Continued)
Six months ended June 30, 2014
(unaudited)
 
Attributed to:
 
 
 
 
 
Liberty Global Group
 
LiLAC Group
 
Inter-group eliminations
 
Consolidated Liberty Global
 
in millions
Cash flows from financing activities:
 
 
 
 
 
 
 
Repayments and repurchases of debt and capital lease obligations
(6,203.6
)
 
(125.3
)
 
—

 
$
(6,328.9
)
Borrowings of debt
$
3,581.3

 
$
24.5

 
$
—

 
3,605.8

Repurchase of Old Liberty Global Ordinary Shares
(895.9
)
 
—

 
—

 
(895.9
)
Net cash paid related to derivative instruments
(140.2
)
 
(37.4
)
 
—

 
(177.6
)
Payment of financing costs and debt premiums
(142.8
)
 
(29.4
)
 
—

 
(172.2
)
Net cash paid associated with call option contracts on Old Liberty Global Ordinary Shares
(98.8
)
 
—

 
—

 
(98.8
)
Inter-group receipts (payments), net
(481.4
)
 
39.6

 
441.8

 
—

Other financing activities, net
3.6

 
4.1

 
—

 
7.7

Net cash used by financing activities of discontinued operation
(1.2
)
 
—

 
—

 
(1.2
)
Net cash used by financing activities
(4,379.0
)
 
(123.9
)
 
441.8

 
(4,061.1
)
 
 
 
 
 
 
 
 
Effect of exchange rate changes on cash
23.9

 
(1.2
)
 
—

 
22.7

 
 
 
 
 
 
 
 
Net decrease in cash and cash equivalents:
 
 
 
 
 
 
 
Continuing operations
(1,514.1
)
 
(63.0
)
 
—

 
(1,577.1
)
Discontinued operation
(14.6
)
 
—

 
—

 
(14.6
)
Net decrease in cash and cash equivalents
(1,528.7
)
 
(63.0
)
 
—

 
(1,591.7
)
Cash and cash equivalents:

 
 
 
 
 
 
Beginning of period
2,526.9

 
175.0

 
—

 
2,701.9

End of period
$
998.2

 
$
112.0

 
$
—

 
$
1,110.2

 
 
 
 
 
 
 
 
Cash paid for interest – continuing operations
$
1,172.3

 
$
29.9

 
$
(3.1
)
 
$
1,199.1

Net cash paid for taxes:
 
 
 
 
 
 
 
Continuing operations
$
34.2

 
$
20.3

 
$
—

 
$
54.5

Discontinued operation
2.2

 
—

 
—

 
2.2

Total
$
36.4

 
$
20.3

 
$
—

 
$
56.7

 

F-13
LIBERTY GLOBAL PLC
Notes to Attributed Financial Information
June 30, 2015
(unaudited)



( 1 )
Attributed Financial Information
The terms “ LiLAC Group ” and “ Liberty Global Group ” do not represent separate legal entities, rather they represent those businesses, assets and liabilities that have been attributed to each group. The LiLAC Group comprises our businesses, assets and liabilities in Latin America and the Caribbean and has attributed to it (i) VTR Finance and its subsidiaries, which include VTR , (ii) Lila Chile Holding , (iii) LiLAC Holdings and its subsidiaries, which include Liberty Puerto Rico , and (iv) the LiLAC Corporate Costs . The Liberty Global Group comprises our businesses, assets and liabilities not attributed to the LiLAC Group , including Virgin Media , Ziggo Group Holding , Unitymedia , Telenet , UPC Holding , our corporate entities (excluding the LiLAC Corporate Costs ) and certain other less significant entities. Accordingly, the accompanying attributed financial information for the Liberty Global Group and the LiLAC Group includes the assets, liabilities, revenue, expenses and cash flows of the respective entities within each group. Any business that we may acquire in the future that we do not attribute to the LiLAC Group will be attributed to the Liberty Global Group .
Our board of directors is vested with discretion to reattribute businesses, assets and liabilities that are attributed to either the Liberty Global Group or the LiLAC Group to the other group, without the approval of any of our shareholders, and may use the liquidity of one group to fund the liquidity and capital resource requirements of the other group. Accordingly, shareholders may have difficulty evaluating the future prospects and liquidity and capital resources of each group.



F-14
LIBERTY GLOBAL PLC
Notes to Attributed Financial Information — (Continued)
June 30, 2015
(unaudited)


( 2 ) Income Taxes
We generally have accounted for income taxes for the Liberty Global Group and the LiLAC Group in the accompanying attributed financial information on a separate return basis, as adjusted to reflect the consolidated view of the tax asset, liability, benefit or expense ( tax attribute ) of each group. Accordingly, except as otherwise noted below, any tax attribute associated with an entity attributed to the Liberty Global Group has been allocated to the Liberty Global Group and any tax attribute associated with an entity attributed to the LiLAC Group has been allocated to the LiLAC Group .
Liberty Global owns consolidated interests in a number of entities that are included in combined or consolidated tax returns, including tax returns in the Netherlands (the Dutch Fiscal Unity ) and the U.S (the U.S. Tax Group ). One member of the Liberty Global Group files a combined tax return for the Dutch Fiscal Unity and another member of the Liberty Global Group files a consolidated tax return for the U.S. Tax Group . Certain of the entities included in the Dutch Fiscal Unity and the U.S. Tax Group are attributed to the LiLAC Group . As a result, we record intercompany tax allocations to recognize changes in the tax attribute s of certain members of the LiLAC Group that are included in the Dutch Fiscal Unity or the U.S. Tax Group . The intercompany tax allocations that have been reflected in the attributed financial information have not been cash settled and were not the subject of tax sharing agreements. Accordingly, intercompany tax allocations have been reflected in the attributed financial information as adjustments of equity. Following the adoption of the tax sharing policy described below, intercompany tax allocations are expected to be cash settled.
Effective July 1, 2015 (the date we distributed the LiLAC Ordinary Shares ), the allocation of tax attributes between the Liberty Global Group and the LiLAC Group is based on a tax sharing policy. This tax sharing policy, which may be changed in future periods at the discretion of the board of directors of Liberty Global , generally results in the allocation of Liberty Global ’s tax attributes to the Liberty Global Group and the LiLAC Group based on the tax attributes of the legal entities attributed to each of the groups. Nevertheless, to the extent that Liberty Global management concludes that the actions or results of one group give rise to changes in the tax attributes of the other group, the change in those tax attributes are generally allocated to the group whose actions or results gave rise to such changes. Similarly, in cases where legal entities in one group join in a common tax filing with members of the other group, changes in the tax attributes of the group that includes the filing entity that are the result of the actions or financial results of one or more members of the other group are allocated to the group that does not include the filing entity. In addition, the allocation of any taxes and losses resulting from the ultimate tax treatment of Liberty Global tax attributes related to the distribution of the LiLAC Ordinary Shares are allocated in proportion to each group’s respective number of “liquidation units.” Liquidation units were allocated to each Liberty Global Ordinary Share and each LiLAC Ordinary Share, respectively, in proportion to the relative market value of a Liberty Global Class C Ordinary Share and a LiLAC Class C Ordinary Share, respectively, based on their respective volume-weighted average price over the 20 trading-day period commencing shortly after the commencement of ordinary-course (regular-way) trading of the LiLAC Ordinary Shares . Pursuant to the terms of our articles of association, the liquidation units for each Liberty Global Ordinary Share and each LiLAC Ordinary Share are 1 and 0.94893, respectively. Intercompany payables and receivables that are recorded in connection with the allocation of tax attributes from one group to another will be non-interest bearing and are expected to be cash settled annually within 90 days following the filing of the relevant tax return.

F-15
LIBERTY GLOBAL PLC
Notes to Attributed Financial Information — (Continued)
June 30, 2015
(unaudited)


Liberty Global Group
Income tax benefit (expense) attributable to our loss from continuing operations before income taxes differs from the amounts computed using the U.K. statutory income tax rate as a result of the following factors:
 
Liberty Global Group
 
Three months ended
June 30,
 
Six months ended
June 30,
 
2015
 
2014
 
2015
 
2014
 
in millions
 
 
 
 
 
 
 
 
Computed “expected” tax benefit (a)
$
55.2

 
$
54.0

 
$
185.1

 
$
150.4

Change in valuation allowances (b):
 
 
 
 
 
 
 
Decrease
(156.0
)
 
(189.8
)
 
(377.1
)
 
(243.0
)
Increase
36.3

 
101.3

 
35.2

 
106.2

International rate differences (b) (c):
 
 
 
 
 
 
 
Increase
30.4

 
57.0

 
123.3

 
116.4

Decrease
(20.0
)
 
(8.0
)
 
(31.3
)
 
(10.4
)
Tax effect of intercompany financing
38.5

 
41.0

 
76.7

 
81.5

Non-deductible or non-taxable foreign currency exchange results (b):
 
 
 
 
 
 
 
Decrease
(21.2
)
 
(17.4
)
 
(29.9
)
 
(23.9
)
Increase
(67.3
)
 
(1.5
)
 
2.2

 
0.6

Non-deductible or non-taxable interest and other expenses (b):
 
 
 
 
 
 
 
Decrease
(15.4
)
 
(52.5
)
 
(48.9
)
 
(83.5
)
Increase
12.1

 
16.1

 
23.3

 
31.1

Recognition of previously unrecognized tax benefits
4.7

 
—

 
13.6

 
28.8

Basis and other differences in the treatment of items associated with investments in subsidiaries and affiliates (b):
 
 
 
 
 
 
 
Decrease
(24.3
)
 
5.9

 
(24.3
)
 
(43.4
)
Increase
(2.7
)
 
3.8

 
11.8

 
4.3

Tax benefit associated with technology innovation
6.6

 
—

 
10.5

 
—

Other, net
(8.3
)
 
1.1

 
(7.8
)
 
3.1

Total income tax benefit (expense)
$
(131.4
)
 
$
11.0

 
$
(37.6
)
 
$
118.2

_______________
(a)
The statutory or “expected” tax rates are the U.K. rates of 20.0% for the 2015 periods and 21.0% for 2014 periods.
(b)
Country jurisdictions giving rise to increases within the six -month period are grouped together and shown separately from country jurisdictions giving rise to decreases within the six -month period.
(c)
Amounts reflect adjustments (either an increase or a decrease) to “expected” tax benefit for statutory rates in jurisdictions in which we operate outside of the U.K.

F-16
LIBERTY GLOBAL PLC
Notes to Attributed Financial Information — (Continued)
June 30, 2015
(unaudited)


LiLAC Group
Income tax benefit (expense) attributable to our earnings (loss) from continuing operations before income taxes differs from the amounts computed using the U.K. statutory income tax rate as a result of the following:
 
LiLAC Group
 
Three months ended
June 30,
 
Six months ended
June 30,
 
2015
 
2014
 
2015
 
2014
 
in millions
 
 
 
 
 
 
 
 
Computed “expected” tax benefit (expense) (a)
$
0.8

 
$
(4.7
)
 
$
(9.2
)
 
$
11.6

Basis and other differences in the treatment of items associated with investments in subsidiaries and affiliates
(2.4
)
 
(2.2
)
 
(3.4
)
 
(2.5
)
International rate differences (b) (c):
 
 
 
 
 
 
 
Decrease
(1.0
)
 
(0.3
)
 
(3.2
)
 
(3.4
)
Increase
1.0

 
—

 
2.0

 
0.1

Change in valuation allowances (b):
 
 
 
 
 
 
 
Decrease
(4.3
)
 
(3.7
)
 
(9.2
)
 
(5.7
)
Increase
6.5

 
—

 
8.6

 
—

Other, net
0.8

 
0.5

 
(0.1
)
 
(0.7
)
Total income tax benefit (expense)
$
1.4

 
$
(10.4
)
 
$
(14.5
)
 
$
(0.6
)
_______________
(a)
The statutory or “expected” tax rates are the U.K. rates of 20.0% for the 2015 periods and 21.0% for 2014 periods.
(b)
Country jurisdictions giving rise to increases within the six -month period are grouped together and shown separately from country jurisdictions giving rise to decreases within the six -month period.
(c)
Amounts reflect adjustments (either an increase or a decrease) to “expected” tax benefit for statutory rates in jurisdictions in which we operate outside of the U.K.
( 3 )
Allocated Expenses
For the three and six months ended June 30, 2015 and 2014 , we have not allocated any of the costs of the Liberty Global Group ’s corporate functions to the LiLAC Group . Following the July 1, 2015 distribution of the LiLAC Ordinary Shares , we will begin to allocate a portion of the costs of the Liberty Global Group ’s corporate functions, excluding share-based compensation expense, to the LiLAC Group based primarily on the estimated percentage of time spent by corporate personnel providing services for each group. The allocated amount, which will be re-evaluated periodically and which we expect to cash settle, will be presented as inter-group fees and allocations in the attributed statement of operations information. The portion of the Liberty Global Group ’s corporate costs that will be allocated to the LiLAC Group during the first twelve months following the distribution of the LiLAC Ordinary Shares will be $8.5 million. In addition, we expect the annual LiLAC Corporate Costs , exclusive of share-based compensation expense, to increase by approximately $1 million to $2 million during 2015, as compared to 2014.
The share-based compensation reflected in the accompanying attributed statement of operations information is based on the share incentive awards held by the employees of the respective entities comprising the Liberty Global Group and the LiLAC Group .
While we believe that our allocation methodologies are reasonable, we may elect to change these allocation methodologies or the percentages used to allocate operating and SG&A expenses in the future.

F-17
LIBERTY GLOBAL PLC
Notes to Attributed Financial Information — (Continued)
June 30, 2015
(unaudited)


( 4 )
Inter-group Transactions
Capital Contributions
On June 30, 2015, in order to provide liquidity to fund, among other things, ongoing operating costs and acquisitions of the LiLAC Group , a subsidiary attributed to the Liberty Global Group made a $100.0 million cash capital contribution to LiLAC Holdings .
On June 3, 2015 , in connection with the Choice Acquisition , a subsidiary attributed to the Liberty Global Group made a $10.2 million cash capital contribution to a subsidiary attributed to the LiLAC Group to partially fund the purchase price for Choice .
Lila Chile Note
On July 11, 2014, Lila Chile Holding and Liberty Global Holding B.V ( Liberty Global Holding ), an entity attributed to the Liberty Global Group , entered into a loan agreement (the Lila Chile Note ). At December 31, 2014 , Liberty Global Holding owed Lila Chile Holding $9.4 million pursuant to the Lila Chile Note . The Lila Chile Note bears interest at 5.9% per annum and has a repayment date of July 11, 2022. Accrued and unpaid interest on the Lila Chile Note , which is generally transferred to the loan balance on January 1 of each year, is included in other assets, net, in the attributed balance sheet information. The net decrease in the Lila Chile Note during the six months ended June 30, 2015 includes (i) cash repayments of $2.9 million and (ii) the transfer of $0.3 million in non-cash accrued interest to the principal balance.
( 5 )
Commitments
In the normal course of business, we have entered into agreements that commit our company to make cash payments in future periods with respect to programming contracts, network and connectivity commitments, purchases of customer premises and other equipment, non-cancelable operating leases and other items. The U.S. dollar equivalents of such commitments as of June 30, 2015 are presented below:
 
Payments due during:
 
 
 
Remainder
of 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2016
 
2017
 
2018
 
2019
 
2020
 
Thereafter
 
Total
 
in millions
Liberty Global Group:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Programming commitments
$
485.1

 
$
908.1

 
$
834.2

 
$
654.7

 
$
252.8

 
$
1.7

 
$
0.3

 
$
3,136.9

Network and connectivity commitments
174.5

 
236.3

 
212.6

 
95.7

 
63.3

 
61.6

 
902.4

 
1,746.4

Purchase commitments
792.9

 
153.1

 
70.3

 
12.2

 
4.3

 
—

 
—

 
1,032.8

Operating leases
80.7

 
136.4

 
112.2

 
94.2

 
75.3

 
52.0

 
276.5

 
827.3

Other commitments
209.9

 
190.4

 
146.5

 
89.8

 
45.1

 
22.4

 
27.6

 
731.7

Total (a)
$
1,743.1

 
$
1,624.3

 
$
1,375.8

 
$
946.6

 
$
440.8

 
$
137.7

 
$
1,206.8

 
$
7,475.1

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LiLAC Group:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Programming commitments
$
34.1

 
$
69.5

 
$
46.1

 
$
46.6

 
$
10.9

 
$
3.8

 
$
2.1

 
$
213.1

Network and connectivity commitments
16.2

 
29.3

 
26.7

 
28.8

 
23.6

 
1.2

 
4.6

 
130.4

Operating leases
8.1

 
16.1

 
16.1

 
16.1

 
14.5

 
4.3

 
17.4

 
92.6

Purchase commitments
4.1

 
4.6

 
—

 
—

 
—

 
—

 
—

 
8.7

Total (a)
$
62.5

 
$
119.5

 
$
88.9

 
$
91.5

 
$
49.0

 
$
9.3

 
$
24.1

 
$
444.8

_______________

(a)
The commitments reflected in this table do not reflect any liabilities that are included in our June 30, 2015 attributed balance sheet information.

F-18