UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported): May 26, 2017
 
 
Liberty Global plc
(Exact Name of Registrant as Specified in Charter)
 
 
England and Wales
 
001-35961
 
98-1112770
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification #)
 
Griffin House, 161 Hammersmith Rd, London, United Kingdom
W6 8BS
(Address of Principal Executive Office)
 
+44.208.483.6449 or 303.220.6600
(Registrant’s telephone number, including area code)
 
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  o
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o
 



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

On May 23, 2017, Sable International Finance Limited (the “ Borrower ”) and Coral-US Co-Borrower LLC (the “ Co-Borrower ”) as borrowers (together, the “ Initial Borrowers ”), entered into the financing arrangements described below. The arrangements amend, supplement and/or restate (as described below) the Credit Agreement originally dated May 16, 2016 made between, amongst others, the Initial Borrowers, the guarantors named therein (the “ Guarantors ”), and The Bank of Nova Scotia as administrative agent (as amended from time to time, the “ Credit Agreement ”) Each of the Initial Borrowers is a wholly-owned indirect subsidiary Cable and Wireless Communications Limited (“ CWC ”), which is a subsidiary of Liberty Global plc (“ Liberty Global ”). The assets and liabilities of CWC and its subsidiaries are attributed to Liberty Global’s LiLAC Group.

The net effect of the financing arrangements described below, which became effective on May 26, 2017, includes:

•
reducing the interest payable under the Credit Agreement in respect of term loans, from LIBOR plus 4.75% per annum to LIBOR plus 3.50% per annum and reducing the floor to 0.00%;
•
reducing the interest payable under the Credit Agreement in respect of revolving credit loans, from LIBOR plus 3.50% to LIBOR plus 3.25%; and
•
extending the maturity dates under the Credit Agreement.

New Term Loan Facility

The Initial Borrowers and The Bank of Nova Scotia as administrative agent, among others, entered into a $1,125 million additional facility joinder agreement (the “ Additional Facility Joinder Agreement ”) pursuant to the Credit Agreement. Under the terms of the Additional Facility Joinder Agreement, certain lenders agreed to provide a $1,125 million term loan facility (the “ Additional Term B-3 Facility ”) to the Co-Borrower. The final maturity date for Additional Term B-3 Facility is January 31, 2025. The Additional Term B-3 Facility bears interest at a rate of LIBOR plus 3.50% per annum subject to a LIBOR floor of 0.00%.

The advances made under the Additional Term B-3 Facility were issued with an original issue discount of 99.50% of the principal amount. The proceeds of the Additional Term B-3 Facility were used to (i) prepay in full the $1,100 million outstanding amount of Term B-1 Loans and Term B-2 Loans under the Credit Agreement and (ii) pay certain fees and expenses incurred in connection with the refinancing. The remaining proceeds will be used for general and /or working capital purposes.


Revolving Credit Facility

The Initial Borrowers and The Bank of Nova Scotia as administrative agent, among others, entered into a $625 million refinancing amendment agreement (the “ Refinancing Amendment Agreement ”) pursuant to the Credit Agreement. Under the terms of the Refinancing Amendment Agreement, certain lenders have agreed to establish a new class of revolving credit commitments to extend their existing revolving credit commitments of $625 million (the “ Class B Revolving Credit Commitments ”) to the Initial Borrowers. The final maturity date for Class B Revolving Credit Commitments is June 30, 2023. A fee of 0.50% per annum is payable in respect of unutilized Class B Revolving Credit Commitments, and advances thereunder bear interest at a rate of LIBOR plus 3.25% per annum. The Class B Revolving Credit Commitments can be utilized by the Initial Borrowers for general corporate purposes and/or working capital purposes including the redemption, refinancing, repayment or prepayment of existing indebtedness of any member of the Restricted Group under the Credit Agreement, including the payment of fees and expenses in connection with the refinancing.

Amendment and Restatement Agreement in respect of the Credit Agreement

Pursuant to the Additional Facility Joinder Agreement and the Refinancing Amendment Agreement the Initial Borrowers and The Bank of Nova Scotia as administrative agent, among others, entered into an agreement to amend and restate in full the Credit Agreement (the “ Amendment and Restatement Agreement ”), that became effective upon the funding of the advance under the Additional Term B-3 Facility.

Further to the effectiveness of the Amendment and Restatement Agreement, the obligations of the Initial Borrowers under the Credit Agreement (as amended and restated by the Amendment and Restatement Agreement), including in relation to the Additional Term B-3 Facility and the Class B Revolving Credit Commitments, remain guaranteed by the Original Borrower, the Original Co-

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Borrower, CWC and certain of its subsidiaries, and continue to be secured by pledges over the shares of each guarantor under the Credit Agreement and certain other subsidiaries of CWC, and certain subordinated shareholder loans.

The foregoing descriptions of Additional Term B-3 Facility, Class B Revolving Credit Commitments, the Amendment and Restatement Agreement and the transactions contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the Additional Facility Joinder Agreement, the Refinancing Amendment and the Amendment and Restatement Agreement (including in the respective schedules thereto), copies of which are attached hereto at Exhibits 4.1, 4.2 and 4.3, respectively.

Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
    
Exhibit No.
 
Name
 
 
 
4.1
 
Additional Facility Joinder Agreement dated May 23, 2017 and entered into between, among others, Sable International Finance Limited, Coral-US Co-Borrower LLC and The Bank of Nova Scotia
4.2
 
Refinancing Amendment Agreement dated May 23, 2017 and entered into between, among others, Sable International Finance Limited, Coral-US Co-Borrower LLC and The Bank of Nova Scotia
4.3
 
Amendment and Restatement Agreement dated May 23, 2017 and entered into between, among others, Sable International Finance Limited, Coral-US Co-Borrower LLC and The Bank of Nova Scotia



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SIGNATURE
 
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 hereunto duly authorized.
 
 
LIBERTY GLOBAL PLC
 
 
 
By:
/s/ RANDY L. LAZZELL
 
 
Randy L. Lazzell
 
 
Vice President
 
Date: June 2, 2017



4
Exhibit 4.1
CONFORMED COPY

ADDITIONAL FACILITY JOINDER AGREEMENT
To:
The Bank of Nova Scotia, as Administrative Agent (the “ Administrative Agent ”)
The Bank of Nova Scotia, as Security Trustee (the “ Security Trustee ”)
From:
The financial institutions listed in Schedule 1 as lenders (the “ Additional Term B-3 Facility Lenders ”, such defined term to include any lender which becomes a new lender under the Additional Term B-3 Facility in accordance with Section 10.07 of the Existing Credit Agreement)
Date:    May 23, 2017
Re:    Additional Term B-3 Facility
1.
As used in this Additional Facility Joinder Agreement (this “ Agreement ”), the following terms shall have the meanings set forth below:
“ Additional Term B-3 Facility ” means the $1,125,000,000 term loan facility made available under this Agreement, as the same may be increased under Section 20 below.
“ Additional Term B-3 Facility Effective Date ” means the date on which the Administrative Agent provides the notice specified in Section 3 below.
“ Additional Term B-3 Funding Date ” means the date on which the Additional Term B-3 Loan is advanced.
“ Additional Term B-3 Loan ” means the loan made available by the Additional Term B-3 Facility Lenders on the Additional Term B-3 Funding Date. For the avoidance of doubt, the Additional Term B-3 Loan shall constitute a “Term Loan” for all purposes under the Existing Credit Agreement.
“ Additional Term B-3 Repricing Transaction ” means: (a) any prepayment, repayment, refinancing, substitution or replacement of all or a portion of the Additional Term B-3 Loan with the proceeds of, or any conversion of the Additional Term B-3 Loan into, any new or replacement tranche of secured long-term term loans the primary purpose of which is to reduce the All-In Yield applicable to the Additional Term B-3 Loan; or (b) any amendment, amendment and restatement or other modification to this Agreement, the primary purpose of which is to reduce the All-In Yield applicable to the Additional Term B-3 Loan; provided that any refinancing or repricing of the Additional Term B-3 Loan shall not constitute an Additional Term B-3 Repricing Transaction if such refinancing is in connection with a transaction that would result in a Change of Control.
“ Company ” means Cable & Wireless Limited.

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“ Existing Credit Agreement ” means the credit agreement dated as of May 16, 2016 by and among (among others) the Initial Borrowers, the Guarantors referred to therein, the lenders referred to therein, and the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time.
“ Initial Borrowers ” means Sable International Finance Limited and the Original Co-Borrower.
“ Original Co-Borrower ” means Coral-US Co-Borrower LLC.
“ Parties ” means the Initial Borrowers, the Guarantors, the Administrative Agent, the Security Trustee and the Additional Term B-3 Facility Lenders.
Other terms defined in the Existing Credit Agreement shall have the same meaning in this Agreement, unless otherwise defined herein or the context otherwise requires.
2.
We refer to Section 2.14 ( Additional Facilities ) of the Existing Credit Agreement.
3.
The Administrative Agent shall, as soon as reasonably practicable, notify each Additional Term B-3 Facility Lender once it has received all of the documents and evidence set out in Schedule 2 hereto ( Conditions Precedent to Additional Term B-3 Facility Effective Date ) in form and substance satisfactory to the Administrative Agent (acting reasonably).
4.
Each Additional Term B-3 Facility Lender agrees that immediately following, and conditional upon, the occurrence of the Additional Term B-3 Facility Effective Date in accordance with Section 3 above, the following transactions shall occur automatically and without the need for any further action on behalf of any Party:
(a)
each Additional Term B-3 Facility Lender shall become a party to and be bound by the terms of the Existing Credit Agreement as a Lender in accordance with Section 2.14 ( Additional Facilities ); and
(b)
each Additional Term B-3 Facility Lender shall be subject to the terms of the applicable Intercreditor Agreement (as defined therein).
5.
The Additional Facility Commitment of each Additional Term B-3 Facility Lender is set forth on Schedule 1 to this Agreement (the “ Additional Term B-3 Facility Commitments ”).
6.
The Maturity Date in respect of the Additional Term B-3 Facility Commitments is January 31, 2025 (the “ Maturity Date ”). The Additional Term B-3 Loan is non-amortizing and shall be repaid in full on the Maturity Date.

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7.
The Applicable Rate in relation to the Additional Term B-3 Facility is (i) for Eurocurrency Rate Loans, 3.50% and (ii) for Base Rate Loans, 2.50%. The Eurocurrency Rate with respect to the Additional Term B-3 Facility shall not be less than 0.00% per annum.
8.
The Additional Term B-3 Loan shall be a Eurocurrency Rate Loan, and the first Interest Period to apply to the Additional Term B-3 Loan will be the period commencing on the applicable Additional Term B-3 Funding Date and ending on June 30, 2017.
9.
In the event that, on or prior to the date that is six months after the date hereof, the Original Co-Borrower: (a) prepays, refinances, substitutes or replaces the Additional Term B-3 Loan pursuant to an Additional Term B-3 Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to Section 2.05(b)(iii) of the Existing Credit Agreement that constitutes an Additional Term B-3 Repricing Transaction), other than where such prepayment is funded by the issuance of notes by the Company, a Permitted Affiliate Parent or any Restricted Subsidiary; or (b) effects any amendment resulting in an Additional Term B-3 Repricing Transaction, the Original Co-Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Additional Term B-3 Facility Lenders, (I) in the case of clause (a), a prepayment premium of 1.00% of the aggregate principal amount of the Additional Term B-3 Loan so prepaid, refinanced, substituted or replaced and (II) in the case of clause (b), a fee equal to 1.00% of the aggregate principal amount of the Additional Term B-3 Loan outstanding of any Additional Term B-3 Facility Lender that shall have been the subject of a mandatory assignment under the Existing Credit Agreement (including pursuant to Section 3.11) following the failure of such Additional Term B-3 Facility Lender to consent to such amendment on or prior to the date falling six months after the date hereof. Such amounts shall be due and payable within five Business Days of the date of effectiveness of such Additional Term B-3 Repricing Transaction or (in the case of clause (b), if later than the date of effectiveness of the Additional Term B-3 Repricing Transaction) the date of effectiveness of such mandatory assignment.
10.
The Borrower in relation to the Additional Term B-3 Facility is the Original Co-Borrower.
11.
The execution by the Loan Parties of this Agreement shall constitute confirmation by each Guarantor that: (i) its entry into this Agreement is permitted by the Guaranty and each Collateral Document; (ii) its obligations under the Guaranty and each Collateral Document shall extend to the total of the Additional Term B-3 Facility Commitment as specified in this Agreement and shall be owed to each Secured Party, including the Additional Term B-3 Facility Lenders, but otherwise shall remain in full force and effect and continue unaffected; and (iii) all liabilities and obligations owed by the Loan Parties under the Existing Credit Agreement, this Agreement and the other Loan Documents are:

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(a)
Secured Liabilities as defined in and for the purposes of each Collateral Document to which it is a party; and
(b)
Secured Debt as defined in and for the purposes of the Existing Intercreditor Agreement.
12.
Each Additional Term B-3 Facility Lender shall be entitled to share in the Collateral in accordance with the Intercreditor Agreement and the Collateral Documents pari passu with the Lenders under the other Facilities (including the Class A Revolving Credit Commitments and the Class B Revolving Credit Commitments (each as defined in the Refinancing Amendment Agreement dated on or about the date hereof between, among others, the Loan Parties and the Administrative Agent)).
13.
Each Additional Term B-3 Facility Lender hereby confirms to each Lender, the Administrative Agent, and the Security Trustee that:
(a)
it has made its own independent investigation and assessment of the financial condition and affairs of each Loan Party and its related entities in connection with its participation in the Existing Credit Agreement and has not relied on any information provided to it by a Lender, the Administrative Agent, and the Security Trustee in connection with any Loan Document; and
(b)
it will continue to make its own independent appraisal of the creditworthiness of each Loan Party and its related entities while any amount is or may be outstanding under the Existing Credit Agreement or any Additional Term B-3 Facility Commitment is in force.
14.
The Facility Office and address for notices of each Additional Term B-3 Facility Lender for the purposes of Section 10.02 ( Notices and Other Communications; Facsimile Copies ) of the Existing Credit Agreement are as set forth on Schedule 4 to this Agreement.
15.
The proceeds of the Additional Term B-3 Loan shall be used to finance general corporate and/or ongoing working capital requirements, including, without limitation, the redemption, refinancing, repayment or prepayment of certain existing Indebtedness of the Restricted Group in the form of Term Loans under the Existing Credit Agreement and any fees and expenses in connection with the Additional Term B-3 Facility, the entry into this Agreement and the Amended and Restated Credit Agreement (as defined below), and other related transactions in connection therewith.
16.
The Additional Facility Availability Period for the Additional Term B-3 Facility is the period from and including the Additional Term B-3 Facility Effective Date through (and including) the date that is 30 Business Days following the Additional Term B-3 Facility Effective Date (the “ Additional Term B-3 Facility Availability Period ”).

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17.
The Additional Term B-3 Facility Commitments shall be immediately cancelled at the end of the Additional Term B-3 Facility Availability Period.
18.
The obligation of each Additional Term B-3 Facility Lender to fund its Additional Term B-3 Facility Commitments is subject to the satisfaction, or waiver by the Administrative Agent (acting on the instructions of the Additional Term B-3 Facility Lenders), of the conditions set out in Schedule 3 of this Agreement ( Conditions Precedent to Funding of the Additional Term B-3 Loan ). The Administrative Agent shall, as soon as reasonably practicable, notify each Additional Term B-3 Facility Lender of the satisfaction or waiver thereof.
19.
The Additional Term B-3 Facility shall be drawn in a single drawing, provided that a Committed Loan Notice for such drawing is delivered to the Administrative Agent within the Additional Term B-3 Facility Availability Period.
20.
The Additional Term B-3 Facility may be increased by any amount by the execution by any Lender or Additional Lender of one or more Additional Facility Joinder Agreements in substantially the form of this Agreement (with the same Maturity Date and Applicable Rate as specified in this Agreement); provided, however, that no such increase shall be permitted if the Incurrence of the Indebtedness represented thereby would not otherwise be permitted by: (A) prior to the occurrence of the Amendment Effective Date (as defined in the Amendment and Restatement Agreement (as defined below)) under Section 2.14 and Annex II of the Existing Credit Agreement; or (B) on or following the occurrence of the Amendment Effective Date, under Section 2.14 and Annex II of the Amended and Restated Credit Agreement. Following any such increase, references to the Additional Term B-3 Facility Lenders and Additional Term B-3 Loan shall include Lenders and Loans made under any such Additional Facility Joinder Agreement.
21.
The Original Co-Borrower shall pay to the Additional Term B-3 Facility Lenders the fees set forth in the Fee Letter dated as of May 15, 2017 between, amongst others, the Original Co-Borrower and the Additional Term B-3 Facility Lenders in respect of the Additional Term B-3 Facility Commitments.
22.
Each Additional Term B-3 Facility Lender further agrees and acknowledges that notwithstanding Section 2.02 of the Existing Credit Agreement, a Committed Loan Notice in respect of any Borrowing of the Additional Term B-3 Loan shall only be required to be received by the Administrative Agent no later than 1:00 p.m. one Business Day prior to the requested date of such Borrowing.
23.
Each Additional Term B-3 Facility Lender:
(a)
hereby irrevocably authorizes, approves and consents to the amendment and restatement of the Existing Credit Agreement (including the Annexes, Exhibits and Schedules thereto) so that it shall, on and following the Amendment Effective

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Date (as defined in the Amendment and Restatement Agreement referred to below), be in effect in the form set out as Exhibit A to this Agreement (the “ Amended and Restated Credit Agreement ”);
(b)
hereby authorizes the Administrative Agent to execute, on its behalf, the amendment and restatement agreement (the “ Amendment and Restatement Agreement ”) to be dated on or about the Additional Term B-3 Facility Effective Date, pursuant to which the Existing Credit Agreement shall be amended and restated in its entirety by the Amended and Restated Credit Agreement;
(c)
hereby irrevocably authorizes, approves, consents, and agrees (if required) to enter into (in the capacity of a Lender and, if it is a Hedge Bank, in the capacity of a Hedge Bank), and shall procure that its Affiliates that are Hedge Banks authorize, approve, consent, and agree to enter into the amendment and restatement of the Existing Intercreditor Agreement (including the Annexes, Exhibits and Schedules thereto) so that it shall, on and following the New Intercreditor Effective Date (as defined in the Amended and Restated Credit Agreement), be in the form set out as Exhibit G to the Amended and Restated Credit Agreement (the “ New Intercreditor Agreement ”);
(d)
hereby authorizes the Administrative Agent to execute, on its behalf, the New Intercreditor Agreement; and
(e)
hereby agrees (if it is Hedge Bank, in the capacity of a Hedge Bank) that it shall, and shall procure that its Affiliates that are Hedge Banks shall, enter into (including by way of accession) the New Intercreditor Agreement.
This Agreement shall constitute each Additional Term B-3 Facility Lender’s irrevocable and unconditional written consent in respect of the foregoing amendments, consents and modifications to the Loan Documents for the purposes of Section 10.01 ( Amendments, Etc. ) of the Existing Credit Agreement.
24.
This Agreement is an Additional Facility Joinder Agreement for the purposes of the Existing Credit Agreement.
25.
This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.
26.
This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page to this Agreement by “.pdf” or other electronic means shall be effective as delivery of an original executed counterpart of this Agreement.

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27.
This Agreement shall be subject to the provisions of Sections 10.15 ( Governing Law; Forum; Process Agent ) and 10.16 ( Waiver of Right to Trial by Jury ) of the Existing Credit Agreement, each of which is incorporated by reference herein, mutatis mutandis .
28.
If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the Parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
29.
Except as expressly amended hereby or by the Amended and Restated Credit Agreement, the Existing Credit Agreement and other Loan Documents remain unmodified and in full force and effect. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. Each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Existing Credit Agreement, and each reference to the “Credit Agreement”, “thereunder”, “thereof”, “therein” or words of like import referring to the Existing Credit Agreement in any other Loan Document shall mean and be a reference to the Existing Credit Agreement as amended and supplemented hereby. This Agreement shall constitute a Loan Document under the Existing Credit Agreement and the other Loan Documents and, together with the other Loan Documents, constitute the entire agreement among the parties pertaining to the modification of the Loan Documents as herein provided and supersede any and all prior or contemporaneous agreements, promises and amendments relating to the subject matter hereof
30.
Notwithstanding any other term of any Loan Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Loan Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:
(a)
any Bail-In Action in relation to any such liability, including (without limitation):
(i)
a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
(ii)
a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

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(iii)
a cancellation of any such liability; and
(b)
a variation of any term of any Loan Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.
For the purposes of this Section 30:
“ Bail-In Action ” means the exercise of any Write-down and Conversion Powers.
“ Bail-In Legislation ” means:
(a)
in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and
(b)
in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.
“ EEA Member Country ” means any member state of the European Union, Iceland, Liechtenstein and Norway.
“ EU Bail-In Legislation Schedule ” means the document described as such and published by the Loan Market Association (or any successor person) from time to time.
“ Resolution Authority ” means any body which has authority to exercise any Write-down and Conversion Powers.
“ Write-down and Conversion Powers ” means:
(a)
in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and
(b)
in relation to any other applicable Bail-In Legislation:
(i)
any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised

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under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and
(ii)
any similar or analogous powers under that Bail-In Legislation.
[ Signature Pages to Follow ]


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THE BANK OF NOVA SCOTIA
as Additional Term B-3 Facility Lender

By:     Authorized Signatory
Title:     Director
Authorized Signatory
Director




















[Signature Page to Additional Facility Joinder Agreement]


THE BANK OF NOVA SCOTIA
as Administrative Agent

By:     Authorized Signatory
Title:     Director
Authorized Signatory
Director



















[Signature Page to Additional Facility Joinder Agreement]

THE BANK OF NOVA SCOTIA
as Security Trustee

By:     Authorized Signatory
Title:     Director
Authorized Signatory
Director


[Signature Page to Additional Facility Joinder Agreement]

CORAL-US CO-BORROWER LLC
as the Original Co-Borrower and Guarantor

By:     Authorized Signatory
Title:     Managing Director




































[Signature Page to Additional Facility Joinder Agreement]

SABLE INTERNATIONAL FINANCE LIMITED
as an Initial Borrower and Guarantor


By:     Authorized Signatory
Title:     Director


































[Signature Page to Additional Facility Joinder Agreement]

SABLE HOLDING LIMITED
as a Guarantor


By:     Authorized Signatory
Title:     Director


































[Signature Page to Additional Facility Joinder Agreement]

CABLE AND WIRELESS (WEST INDIES) LIMITED
as a Guarantor

By:     Authorized Signatory
Title:     Director




































[Signature Page to Additional Facility Joinder Agreement]

CABLE & WIRELESS COMMUNICATIONS LIMITED
as a Guarantor

By:     Authorized Signatory
Title:     Director




































[Signature Page to Additional Facility Joinder Agreement]

CWIGROUP LIMITED
as a Guarantor

By:     Authorized Signatory
Title:     Director
























[Signature Page to Additional Facility Joinder Agreement]

CABLE & WIRELESS LIMITED
as the Company and Guarantor

By:     Authorized Signatory
Title:     Director



[Signature Page to Additional Facility Joinder Agreement]


SCHEDULE 1
ADDITIONAL TERM B-3 FACILITY LENDERS AND ADDITIONAL TERM B-3 FACILITY COMMITMENTS
Additional Term B-3 Facility Lender
Additional Term B-3 Facility Commitments
The Bank of Nova Scotia
$1,125,000,000


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SCHEDULE 2
CONDITIONS PRECEDENT TO ADDITIONAL TERM B-3 FACILITY EFFECTIVE DATE
1.
This Agreement shall have been duly executed by the Initial Borrowers, the Guarantors, the Administrative Agent, the Security Trustee and the Additional Term B-3 Facility Lenders.
2.
The representations and warranties set forth in Article V of the Existing Credit Agreement shall be true and correct in all material respects (or in all respects to the extent qualified by materiality, Material Adverse Effect or similar language) on and as of the Additional Term B-3 Facility Effective Date (and, for the avoidance of doubt, including in respect of each Additional Term B-3 Facility Document) with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or in all respects to the extent qualified by materiality, Material Adverse Effect or similar language) as of such earlier date.
3.
The Administrative Agent's receipt of the following, to the extent not previously delivered to the Administrative Agent, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of each Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
(a)
a copy of the constitutional documents of each Loan Party (including, for the avoidance of doubt, in respect of a Loan Party incorporated in England and Wales, a copy of its PSC Register);
(b)
a copy of a resolution of the board of directors or, if applicable, a committee of the board, or the sole member, managing member, general or limited partner, of each Loan Party (A) approving the terms of, and the transactions contemplated by, this Agreement and each other document executed or delivered by such Loan Party in order to give effect to the transactions contemplated hereunder (such documents, collectively, the “ Additional Term B-3 Facility Documents ”) and resolving that it execute, deliver and perform its obligations under the Additional Term B-3 Facility Documents to which it is a party; (B) authorizing a specified person or persons to execute the Additional Term B-3 Facility Documents to which it is a party; and (C) authorizing a specified person or persons, on its behalf, to sign and/or deliver all documents and notices to be signed and/or delivered by it under or in connection with the Additional Term B-3 Facility Documents to which it is a party;
(c)
a specimen of the signature of each person authorized by the resolution set forth above in relation to the Additional Term B-3 Facility Documents;

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(d)
a certificate of good standing (or equivalent) in respect of each Loan Party issued by the relevant Governmental Authority in its jurisdiction, if available in such jurisdiction;
(e)
a legal opinion from Ropes & Gray International LLP, New York counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent;
(f)
a legal opinion from Ropes & Gray International LLP, English legal counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; and
(g)
a legal opinion from Maples and Calder, Cayman Islands counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent.
4.
A re-confirmation of an English law-governed Security Confirmation Deed dated January 26, 2012 and made between Cable & Wireless Limited (formerly known as Cable and Wireless Plc), Sable Holding Limited and CWIGroup Limited as Confirming Parties and BNP Paribas as Security Trustee in respect of (a) an English law-governed Equitable Charge over Shares dated January 29, 2010 and made between Cable & Wireless Limited (formerly Cable & Wireless Plc) as Company and BNP Paribas as Security Trustee in respect of the shares of Sable Holding Limited, (b) an English law-governed Equitable Charge over Shares dated January 29, 2010 and made between Sable Holding Limited as Company and BNP Paribas as Security Trustee in respect of the shares of CWIGroup Limited and (c) an English law-governed Equitable Charge over Shares dated January 29, 2010 and made between CWIGroup Limited as Company and BNP Paribas as Security Trustee in respect of the shares of Cable and Wireless (West Indies) Limited.
5.
A re-confirmation of an English law-governed Security Agreement over Shares dated March 31, 2015 and made between Cable & Wireless Limited as Chargor and BNP Paribas as Security Trustee in respect of the shares of Sable Holding Limited.
6.
An English law governed assignment by way of security over any intercompany loans granted by Cable & Wireless Limited to Sable Holding Limited.
7.
A structure chart showing the structure of the Restricted Group, which the Company shall certify to the Administrative Agent is true and complete in all material respects as at the Additional Term B-3 Facility Effective Date in respect of the corporate ownership of the structure of the Company and its Restricted Group.

62609046_13


SCHEDULE 3
CONDITIONS PRECEDENT TO FUNDING OF THE ADDITIONAL TERM B-3 LOAN
1.
The Administrative Agent shall have received a duly executed Committed Loan Notice in respect of the Additional Term B-3 Loan in accordance with the terms of the Existing Credit Agreement, as amended by this Agreement.
2.
The other conditions set forth in Sections 2.14(a) and 4.02 of the Existing Credit Agreement shall have been satisfied.
3.
No Default shall exist or would result from the drawing of the Additional Term B-3 Loan or from the application of the proceeds therefrom.



62609046_13


SCHEDULE 4
FACILITY OFFICE AND ADDRESS FOR NOTICES
ADMINISTRATIVE AGENT:
Administrative Agent’s Office
Agent Name
The Bank of Nova Scotia, London
Address:
201 Bishopsgate, 6th Floor
London, EC2M 3NS
Attn:
Savi Rampat
savi.rampat@scotiabank.com
Phone:
44 207 826 5660
Fax:
44 207 826 5666

ADDITIONAL TERM B-3 FACILITY LENDERS:
The Bank of Nova Scotia
Address:
201 Bishopsgate, 6th Floor
London, EC2M 3NS
Attn:
Savi Rampat
Phone:
44 207 826 5660
Fax:
44 207 826 5666


62609046_13


EXHIBIT A
Form of Amended and Restated Credit Agreement

62609046_13
Exhibit 4.2
CONFORMED COPY


REFINANCING AMENDMENT AGREEMENT
This REFINANCING AMENDMENT AGREEMENT, dated as of May 23, 2017 (this “ Amendment ”), is made by and among, Sable International Finance Limited (the “ Original Borrower ”) and Coral-US Co-Borrower LLC as borrowers (the “ Original Co-Borrower ” and together with the Original Borrower, the “ Initial Borrowers ”), the undersigned Guarantors, The Bank of Nova Scotia as security trustee (the “ Security Trustee ”) and administrative agent (the “ Administrative Agent ”), Bank of America N.A., Barclays Bank plc, BNP Paribas Fortis SA/NV, Citibank N.A., London Branch, Credit Suisse AG, Cayman Islands Branch, FirstCaribbean International Bank (Bahamas) Limited, Goldman Sachs Bank USA, ING Capital LLC, JPMorgan Chase Bank, N.A. – London Branch, Royal Bank of Canada, Société Générale, London Branch and The Bank of Nova Scotia, as the Revolving Consenting Lenders (as defined below) and The Bank of Nova Scotia, as the Swing Line Lender and the L/C Issuer. Unless otherwise defined herein, terms used in this Amendment shall have the meanings and construction given to them in the Existing Credit Agreement (as defined below), unless the context otherwise requires.
RECITALS:
WHEREAS, reference is hereby made to the Credit Agreement, dated as of May 16, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “ Existing Credit Agreement ”), by and among, among others, the Initial Borrowers, the Guarantors named therein, lenders party thereto from time to time (including the Revolving Consenting Lenders) and the Administrative Agent.
WHEREAS, pursuant to Section 2.15 of the Existing Credit Agreement, the Initial Borrowers may establish Refinancing Revolving Credit Commitments to extend existing Revolving Credit Commitments.
WHEREAS, pursuant to Section 2.15 of the Existing Credit Agreement, the Initial Borrowers, the Administrative Agent, the Revolving Consenting Lenders, The Bank of Nova Scotia, as the Swing Line Lender and the L/C Issuer, are entering into this Amendment in order to consent to the extension and amendment of certain Initial Revolving Credit Commitments as listed in Schedule 1 hereto.
WHEREAS, the Initial Borrowers intend to use the proceeds of the Class B Revolving Credit Commitments (as defined below) to finance general corporate and/or ongoing working capital requirements, including, without limitation, the redemption, refinancing, repayment or prepayment of certain existing indebtedness of the Restricted Group under the Existing Credit Agreement and any fees and expenses in connection with the Class B Revolving Credit Commitments, the entry into this Amendment and the Amended and Restated Credit Agreement (as defined below), and related transactions in connection therewith.




62611803_13



WHEREAS, the Initial Borrowers have requested that, immediately following the RCF Refinancing Amendment Effective Date, the Existing Credit Agreement be amended and restated, in the form attached hereto as Exhibit A .
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
1.
Establishment of the Class B Revolving Credit Commitments . Subject to the satisfaction of the conditions precedent set forth in Section 2 hereof and effective as of the date on which such conditions precedent are satisfied or waived (the “ RCF Refinancing Amendment Effective Date ”):
(a)
In accordance with the provisions of the Existing Credit Agreement, including Section 2.15 of the Existing Credit Agreement,
(i)
a new Class of Revolving Credit Commitments (the “ Class B Revolving Credit Commitments ”) is hereby established to extend the Initial Revolving Credit Commitments of the Revolving Consenting Lenders;
(ii)
the Refinancing Revolving Loans made pursuant to the Class B Revolving Credit Commitments shall be referred to as the “ Class B Revolving Credit Loans ”;
(iii)
the aggregate principal amount of the Class B Revolving Credit Commitments is $625,000,000;
(iv)
the Class B Revolving Credit Commitments and Class B Revolving Credit Loans shall rank (I) pari passu in right of payment with the Obligations under the Initial Term Loans and the Revolving Credit Loans made pursuant to the Initial Revolving Credit Commitments and (II) shall rank pari passu in right of security with the Obligations under the Initial Term Loans and the Revolving Credit Loans made pursuant to the Initial Revolving Credit Commitments;
(v)
such Class B Revolving Credit Commitments (I) shall be included as additional Participating Revolving Credit Commitments in respect of the Class B Revolving Credit Commitments and (II) shall not be included as Participating Revolving Credit Commitments in respect of the Class A Revolving Credit Commitments; and
(vi)
such Class B Revolving Credit Commitments shall have the terms and provisions set forth in this Section 1.
(b)
Each Lender holding Initial Revolving Credit Commitments that executes and delivers a signature page to this Amendment on or prior to the RCF Refinancing

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Amendment Effective Date (such Lender, a “ Revolving Consenting Lender ”) agrees that an amount equal to the entire aggregate principal amount of its Initial Revolving Credit Commitments and/or Initial Revolving Loans is hereby converted into the Class B Revolving Credit Commitments and/or Class B Revolving Credit Loans (as applicable).
(c)
The Class B Revolving Credit Commitments shall constitute “Commitments”, “Revolving Credit Commitments”, “Initial Revolving Credit Commitments”, “Participating Revolving Credit Commitments” and “Refinancing Revolving Credit Commitments”, as the context may require, the Class B Revolving Credit Loans shall constitute “Loans” and “Refinancing Revolving Loans”, this Amendment (to the extent it applies to the Class B Revolving Credit Commitments and the Class B Revolving Credit Loans) shall be a “Refinancing Amendment” and a “Loan Document” as the context may require, the draft of this Amendment which was provided to the Administrative Agent on May 19, 2017 shall constitute an “Refinancing Loan Request”, and each of the Revolving Consenting Lenders shall be a “Refinancing Revolving Credit Lender”, a “Class B Revolving Credit Lender”, “Participating Revolving Credit Lender” and a “Lender”, in each case, for all purposes under the Existing Credit Agreement and the other Loan Documents.
(d)
The Class B Revolving Credit Commitments will mature on June 30, 2023 (the “ Class B Revolving Credit Commitments Maturity Date ”).
(e)
The Applicable Rate with respect to Class B Revolving Credit Loans, unused Class B Revolving Credit Commitments and Class B Letter of Credit fees shall be:
(i)
for Eurocurrency Rate Loans and Letter of Credit Fees: 3.25%; and
(ii)
for Base Rate Loans: 2.25%; and
(iii)
for unused commitment fees (which shall accrue from the RCF Refinancing Amendment Effective Date): 0.50%.
(f)
The borrowing and repayment (except for (1) payments of interest and fees at different rates on the Class B Revolving Credit Commitments (and related outstandings), (2) repayments required upon the termination of the Class A Revolving Credit Commitments or the Class B Revolving Credit Commitments Maturity Date and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with clause (g) below)) of Class B Revolving Credit Loans after the RCF Refinancing Amendment Effective Date shall be made on a pro rata basis with the Initial Revolving Credit Commitments then existing on the RCF Refinancing

3
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Amendment Effective Date (such other Initial Revolving Credit Commitments, the “ Class A Revolving Credit Commitments ”).
(g)
An Initial Borrower may elect, in its discretion, to (i) terminate the unused Class B Revolving Credit Commitments, or from time to time permanently reduce the unused Class B Revolving Credit Commitments, in accordance with the provisions of Section 2.06(a) of the Existing Credit Agreement on a non- pro rata basis with the Class A Revolving Credit Commitments, and (ii) terminate the unused Class A Revolving Credit Commitments, or from time to time permanently reduce the unused Class A Revolving Credit Commitments, in accordance with the provisions of Section 2.06(a) of the Existing Credit Agreement on a non- pro rata basis with the Class B Revolving Credit Commitments. In connection with any proposed reduction or termination of Class A Revolving Credit Commitments as contemplated in this clause (g), each of the participations in each Swing Line Loan granted to and acquired by Lenders of the Class A Revolving Credit Commitments shall, so long as the Class B Revolving Credit Commitments shall remain outstanding, be reallocated to the Class B Revolving Credit Lenders in accordance with such Class B Revolving Credit Lenders’ respective Pro Rata Shares of the Class B Revolving Credit Commitments (determined after giving effect to any such reduction or termination) provided that to the extent that the amount of such reallocation would cause the aggregate Revolving Credit Exposure of the Class B Revolving Lenders (or any of them) to exceed the aggregate amount of the Class B Revolving Credit Commitments (or the Class B Revolving Credit Commitments of any Lender), immediately prior to such reallocation (determined after giving effect to any such reduction or termination), the amount of the Swing Line Loans to be reallocated equal to such excess shall be repaid or cash collateralized in a manner reasonably satisfactory to the relevant Swing Line Lender.
(h)
The assignments and participations of Class B Revolving Credit Commitments and Class B Revolving Loans shall be governed by the same assignment and participation provisions applicable to the Class A Revolving Credit Commitments and Revolving Credit Loans thereunder.
(i)
The Class B Revolving Credit Commitments shall be subject to the applicable Intercreditor Agreement.
(j)
The Original Borrower shall pay to the Revolving Consenting Lenders the fees set forth in the Fee Letter dated as of May 15, 2017 between, among others, the Original Borrower and the Revolving Consenting Lenders in respect of the Class B Revolving Credit Commitments.

4
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(k)
Except as set forth herein, the Class B Revolving Credit Commitments and/or the Class B Revolving Credit Loans shall have the same terms and conditions as the Initial Revolving Credit Commitments and/or Revolving Credit Loans made pursuant to the Initial Revolving Credit Commitments (as applicable).
2.
Effectiveness of Class B Revolving Credit Commitments. The effectiveness of this Amendment is subject to the satisfaction of the following conditions:
(a)
this Amendment shall have been duly executed by the Initial Borrowers, the Guarantors, the Administrative Agent, the Security Trustee, the Revolving Consenting Lenders, the Swing Line Lender and the L/C Issuer;
(b)
the representations and warranties set forth in Article V of the Existing Credit Agreement shall be true and correct in all material respects (or in all respects to the extent qualified by materiality, Material Adverse Effect or similar language) on and as of the RCF Refinancing Amendment Effective Date (and, for the avoidance of doubt, including in respect of each Refinancing Amendment Document) with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or in all respects to the extent qualified by materiality, Material Adverse Effect or similar language) as of such earlier date; and
(c)
the Administrative Agent’s receipt of the following, to the extent not previously delivered to the Administrative Agent, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of each Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
(i)
a copy of the constitutional documents of each Loan Party (including, for the avoidance of doubt, in respect of a Loan Party incorporated in England and Wales, a copy of its PSC Register);
(ii)
a copy of a resolution of the board of directors or, if applicable, a committee of the board, or the sole member, managing member, general or limited partner, of each Loan Party (A) approving the terms of, and the transactions contemplated by, this Amendment and each other document executed or delivered by such Loan Party in order to give effect to the transactions contemplated hereunder (such documents, collectively, the “ Refinancing Amendment Documents ”) and resolving that it execute, deliver and perform its obligations under the Refinancing Amendment Documents to which it is a party; (B) authorizing a specified person or persons to execute the Refinancing Amendment Documents to

5
62611803_13






which it is a party; and (C) authorizing a specified person or persons, on its behalf, to sign and/or deliver all documents and notices to be signed and/or delivered by it under or in connection with the Refinancing Amendment Documents to which it is a party;
(iii)
a specimen of the signature of each person authorized by the resolution set forth above in relation to the Refinancing Amendment Documents;
(iv)
a certificate of good standing (or equivalent) in respect of each Loan Party issued by the relevant Governmental Authority in its jurisdiction, if available in such jurisdiction;
(v)
a legal opinion from Ropes & Gray International LLP, New York counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent;
(vi)
a legal opinion from Ropes & Gray International LLP, English legal counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; and
(vii)
a legal opinion from Maples and Calder, Cayman Islands counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent.
The Administrative Agent shall, as soon as reasonably practicable, notify each Revolving Consenting Lender once it has received all of the documents and evidence set out in this Section 2, in form and substance satisfactory to the Administrative Agent (acting reasonably).
3.
Amendment and Restatement of Existing Credit Agreement . Each Revolving Consenting Lender:
(a)
hereby irrevocably authorizes, approves and consents to the amendment and restatement of the Existing Credit Agreement (including the Annexes, Exhibits and Schedules thereto) so that it shall, on and following the Amendment Effective Date (as defined in the Amendment and Restatement Agreement referred to below), be in effect in the form set out as Exhibit A to this Amendment (the “ Amended and Restated Credit Agreement ”);
(b)
hereby authorizes the Administrative Agent to execute, on its behalf, the amendment and restatement agreement (the “ Amendment and Restatement Agreement ”) to be dated on or about the RCF Refinancing Amendment Effective Date, pursuant to which the Existing Credit Agreement shall be amended and restated in its entirety by the Amended and Restated Credit Agreement;

6
62611803_13






(c)
hereby irrevocably authorizes, approves, consents, and agrees (if required) to enter into (in the capacity of a Lender and, if it is a Hedge Bank, in the capacity of a Hedge Bank), and shall procure that its Affiliates that are Hedge Banks authorize, approve, consent, and agree (if required) to enter into the amendment and restatement of the Existing Intercreditor Agreement (including the Annexes, Exhibits and Schedules thereto) so that it shall, on and following the New Intercreditor Effective Date (as defined in the Amended and Restated Credit Agreement), be in the form set out as Exhibit G to the Amended and Restated Credit Agreement (the “ New Intercreditor Agreement ”);
(d)
hereby authorizes the Administrative Agent to execute, on its behalf, the New Intercreditor Agreement; and
(e)
hereby agrees (if it is a Hedge Bank, in the capacity of a Hedge Bank) that it shall, and shall procure that its Affiliates that are Hedge Banks shall, enter into (including by way of accession) the New Intercreditor Agreement.
This Amendment shall constitute each Revolving Consenting Lender’s irrevocable and unconditional written consent in respect of the foregoing amendments, consents and modifications to the Loan Documents for the purposes of Section 10.01 (Amendments, Etc.) of the Existing Credit Agreement.
4.
Amendments . This Amendment may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.
5.
Notices . All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Existing Credit Agreement.
6.
Entire Agreement . As of the date hereof, this Amendment, the Existing Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.
7.
Applicable Law . This Amendment shall be subject to the provisions of Sections 10.15 ( Governing Law; Forum; Process Agent ) and 10.16 ( Waiver of Right to Trial by Jury ) of the Existing Credit Agreement, each of which is incorporated by reference herein, mutatis mutandis .
8.
Severability . If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the Parties shall

7
62611803_13






endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
9.
Counterparts . This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page to this Amendment by “.pdf” or other electronic means shall be effective as delivery of an original executed counterpart of this Amendment.
10.
Miscellaneous . Except as expressly amended hereby and by the Amended and Restated Credit Agreement, the Loan Documents remain unmodified and in full force and effect. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. Each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Existing Credit Agreement, and each reference to the “Credit Agreement”, “thereunder”, “thereof”, “therein” or words of like import referring to the Existing Credit Agreement in any other Loan Document shall mean and be a reference to the Existing Credit Agreement as amended hereby. This Amendment shall constitute a Loan Document under the Existing Credit Agreement and the other Loan Documents and, together with the other Loan Documents, constitute the entire agreement among the parties pertaining to the modification of the Loan Documents as herein provided and supersede any and all prior or contemporaneous agreements, promises and amendments relating to the subject matter hereof.
11.
Reaffirmation . The execution by the Loan Parties of this Amendment shall constitute confirmation by each Guarantor that: (i) entry into this Amendment is permitted by the Guaranty and each Collateral Document; (ii) its obligations under the Guaranty and each Collateral Document shall extend to the total of the Class B Revolving Credit Commitments as specified in this Amendment and shall be owed to each Secured Party, including the Revolving Consenting Lenders, but otherwise shall remain in full force and effect and continue unaffected; and (iii) all liabilities and obligations owed by the Loan Parties under the Existing Credit Agreement, this Amendment and the other Loan Documents are:
(a)
Secured Liabilities as defined in and for the purposes of each Collateral Document to which it is a party; and

8
62611803_13






(b)
Secured Debt as defined in and for the purposes of the Existing Intercreditor Agreement.
12.
Acknowledgement and Consent to Bail-In of EEA Financial Institutions .
Notwithstanding any other term of any Loan Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Loan Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:
(a)
any Bail-In Action in relation to any such liability, including (without limitation)
(i)
a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
(ii)
a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
(iii)
a cancellation of any such liability; and
(b)
a variation of any term of any Loan Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.
For the purposes of this Section 12:
“ Bail-In Action ” means the exercise of any Write-down and Conversion Powers.
“ Bail-In Legislation ” means:
(a)
in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and
(b)
in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.
“ EEA Member Country ” means any member state of the European Union, Iceland, Liechtenstein and Norway.
“ EU Bail-In Legislation Schedule ” means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

9
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“ Parties ” mean the Initial Borrowers, the Guarantors, the Administrative Agent, the Consenting Revolving Consenting Lenders, the Swing Line Lender and the L/C Issuer.
“ Resolution Authority ” means any body which has authority to exercise any Write-down and Conversion Powers.
“ Write-down and Conversion Powers ” means:
(a)
in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and
(b)
in relation to any other applicable Bail-In Legislation:
(i)
any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and
(ii)
any similar or analogous powers under that Bail-In Legislation.

[ Signature Pages to Follow ]


10
62611803_13






IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first mentioned above.
SABLE INTERNATIONAL FINANCE LIMITED
as an Initial Borrower and Guarantor
By:     Authorized Signatory
Title:     Director

[Signature Page to Refinancing Amendment Agreement]



CORAL-US CO-BORROWER LLC
as an Initial Borrower and Guarantor
By:     Authorized Signatory
Title:     Managing Director

[Signature Page to Refinancing Amendment Agreement]



THE BANK OF NOVA SCOTIA
as Security Trustee
By:     Authorized Signatory
Title:     Director
Authorized Signatory
Director

[Signature Page to Refinancing Amendment Agreement]



THE BANK OF NOVA SCOTIA
as Administrative Agent
By:     Authorized Signatory
Title:     Director
Authorized Signatory
Director

[Signature Page to Refinancing Amendment Agreement]



SABLE HOLDING LIMITED
as a Guarantor

By:     Authorized Signatory
Title:     Director

[Signature Page to Refinancing Amendment Agreement]



CABLE AND WIRELESS (WEST INDIES) LIMITED
as a Guarantor

By:     Authorized Signatory
Title:     Director

[Signature Page to Refinancing Amendment Agreement]



CABLE & WIRELESS COMMUNICATIONS LIMITED
as a Guarantor

By:     Authorized Signatory
Title:     Director

[Signature Page to Refinancing Amendment Agreement]



CWIGROUP LIMITED
as a Guarantor

By:     Authorized Signatory
Title:     Director


[Signature Page to Refinancing Amendment Agreement]



CABLE & WIRELESS LIMITED
as the Company and Guarantor

By:     Authorized Signatory
Title:     Director

[Signature Page to Refinancing Amendment Agreement]



BANK OF AMERICA, N.A. ,
as a Revolving Consenting Lender
 
By:     Authorized Signatory
Title:     Director

[Signature Page to Refinancing Amendment Agreement]



BARCLAYS BANK PLC ,
as a Revolving Consenting Lender
 
By:     Authorized Signatory
Title:     Managing Director

[Signature Page to Refinancing Amendment Agreement]


BNP PARIBAS FORTIS SA/NV ,
as a Revolving Consenting Lender
 
By:     Authorized Signatory
Title:     Director
Authorized Signatory
Managing Director

EMEA Corporate Debt Platform


[Signature Page to Refinancing Amendment Agreement]


CITIBANK, N.A., LONDON BRANCH
as a Revolving Consenting Lender

 
By:     Authorized Signatory
Title:     Managing Director

[Signature Page to Refinancing Amendment Agreement]



CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH ,
as a Revolving Consenting Lender


By:     Authorized Signatory
Title:     Authorized Signatory


By:     Authorized Signatory
Title:     Authorized Signatory

[Signature Page to Refinancing Amendment Agreement]



FIRSTCARIBBEAN INTERNATIONAL
BANK (BAHAMAS) LIMITED ,
as a Revolving Consenting Lender

By:     Authorized Signatory
Title:     Managing Director


By:     Authorized Signatory
Title:     Asst. Corporate Secretary

[Signature Page to Refinancing Amendment Agreement]



GOLDMAN SACHS BANK USA ,
as a Revolving Consenting Lender
 

By:     Authorized Signatory
Title:     Authorized Signatory



[Signature Page to Refinancing Amendment Agreement]



ING CAPITAL LLC ,
as a Revolving Consenting Lender
 
By:     Authorized Signatory
Title:     Director


By:     Authorized Signatory
Title:     Managing Director

[Signature Page to Refinancing Amendment Agreement]



JPMORGAN CHASE BANK, N.A. –
LONDON BRANCH ,
as a Revolving Consenting Lender


By:     Authorized Signatory
Title:     Executive Director



[Signature Page to Refinancing Amendment Agreement]



ROYAL BANK OF CANADA ,
as a Revolving Consenting Lender


By:     Authorized Signatory
Title:     Managing Director






















[Signature Page to Refinancing Amendment Agreement]



SOCIÉTÉ GÉNÉRALE, LONDON
BRANCH ,
as a Revolving Consenting Lender

By:     Authorized Signatory
Title:     Director



[Signature Page to Refinancing Amendment Agreement]



THE BANK OF NOVA SCOTIA,
as a Revolving Consenting Lender
 
By:     Authorized Signatory
Title:     Director
Authorized Signatory
Director



[Signature Page to Refinancing Amendment Agreement]



THE BANK OF NOVA SCOTIA
as Swing Line Lender
By:     Authorized Signatory
Title:     Director
Authorized Signatory
Director

[Signature Page to Refinancing Amendment Agreement]



THE BANK OF NOVA SCOTIA
as L/C Issuer
By:     Authorized Signatory
Title:     Director
Authorized Signatory
Director



[Signature Page to Refinancing Amendment Agreement]



SCHEDULE 1
CLASS B REVOLVING CREDIT COMMITMENTS
Revolving Consenting Lender
Class B Revolving Credit Commitment
Bank of America N.A.
$56,000,000
Barclays Bank plc
$50,000,000
BNP Paribas Fortis SA/NV
$69,500,000
Citibank N.A., London Branch
$50,000,000
Credit Suisse AG, Cayman Islands Branch
$50,000,000
FirstCaribbean International Bank (Bahamas) Limited
$32,500,000
Goldman Sachs Bank USA
$50,000,000
ING Capital LLC
$50,000,000
JPMorgan Chase Bank, N.A. – London Branch
$40,000,000
Royal Bank of Canada

$57,500,000
Société Générale, London Branch
$50,000,000
The Bank of Nova Scotia
$69,500,000





62611803_13



EXHIBIT A
Form of Amended and Restated Credit Agreement





62611803_13

Exhibit 4.3
CONFORMED COPY

AMENDMENT AND RESTATEMENT AGREEMENT
This AMENDMENT AND RESTATEMENT AGREEMENT, dated as of May 23, 2017 (this “ Amendment ”), is made by and among Sable International Finance Limited and Coral-US Co-Borrower LLC as borrowers (each an “ Initial Borrower ” and together, the “ Initial Borrowers ”), the undersigned Guarantors, The Bank of Nova Scotia as the security trustee (the “ Security Trustee ”), as the administrative agent (the “ Administrative Agent ”), as the Swing Line Lender and as the L/C Issuer. Unless otherwise defined herein, terms used in this Amendment shall have the meanings and construction given to them in the Existing Credit Agreement (as defined below), unless the context otherwise requires.
RECITALS:
WHEREAS, reference is hereby made to the Credit Agreement, dated as of May 16, 2016, by and among (among others) the Initial Borrowers, the Guarantors, the lenders party thereto from time to time and the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time, including pursuant to an Additional Facility Joinder Agreement dated on or about the date hereof (the “ Additional Term B-3 Facility Joinder Agreement ”) relating to Additional Term B-3 Facility Commitments and a Refinancing Amendment Agreement dated on or about the date hereof (the “ RCF Refinancing Amendment Agreement ”) relating to Class B Revolving Credit Commitments (as in effect immediately prior to the Amendment Effective Date, the “ Existing Credit Agreement ”).
WHEREAS, the Additional Facility B-3 Lenders (as defined in the Additional Term B-3 Facility Joinder Agreement) and the Revolving Consenting Lenders (as defined in the RCF Refinancing Amendment Agreement) (collectively, the “ Consenting Lenders ”) have consented to the amendments to the Existing Credit Agreement contemplated by this Amendment, and have authorized the Administrative Agent to execute this Amendment on their behalf.
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
1.
Amendment and Restatement of the Existing Credit Agreement .
(a)
The parties hereto agree that with effect immediately from the Amendment Effective Date, the Existing Credit Agreement will be amended and restated in its entirety by this Amendment so that it shall then be in effect in the form set out as Exhibit A hereto (the “ Amended Credit Agreement ”).
(b)
“ Amendment Effective Date ” means the time when each of the conditions set forth in Section 2 shall have been satisfied or waived. The Administrative Agent shall notify the Company and the Consenting Lenders of the occurrence of the Amendment Effective Date as soon as reasonably practicable thereafter.




2.
Effectiveness of this Amendment. This Amendment shall become effective as of the date hereof upon satisfaction or waiver of the following conditions precedent:
(a)
the Additional Term B-3 Facility Funding Date under, and as defined in, the Additional Term B-3 Facility Joinder Agreement has occurred;
(b)
the RCF Refinancing Amendment Effective Date under, and as defined in, the RCF Refinancing Amendment Agreement has occurred;
(c)
this Amendment shall have been duly executed by the Initial Borrowers, the Guarantors, the Security Trustee, the Administrative Agent (for itself and on behalf of the Consenting Lenders), the Swing Line Lender and the L/C Issuer;
(d)
the representations and warranties set forth in Section 3 below shall be true and correct as of the Amendment Effective Date;
(e)
the Administrative Agent’s receipt of the following, to the extent not previously delivered to the Administrative Agent, each of which shall be originals or pdf copies or other facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of each Loan Party each in form and substance reasonably satisfactory to the Administrative Agent:
(i)
a certificate of a Responsible Officer of each Loan Party attaching:
(A)
a copy of the constitutional documents of each Loan Party (including, for the avoidance of doubt, in respect of a Loan Party incorporated in England and Wales, a copy of its PSC Register);
(B)
a copy of a resolution of the board of directors or, if applicable, a committee of the board, or the sole member, managing member, general or limited partner, of each Loan Party (A) approving the terms of, and the transactions contemplated by, this Amendment and each other document executed or delivered by such Loan Party in order to give effect to the transactions contemplated hereunder and resolving that it execute, deliver and perform its obligations under this Amendment; (B) authorizing a specified person or persons to execute this Amendment; and (C) authorizing a specified person or persons, on its behalf, to sign and/or deliver all documents and notices to be signed and/or delivered by it under or in connection with this Amendment;
(C)
a specimen of the signature of each person authorized by the resolution set forth above in relation to this Amendment;

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(D)
a certificate of good standing (or equivalent) in respect of each Loan Party issued by the relevant Governmental Authority in its jurisdiction, if available in such jurisdiction;
(ii)
a legal opinion from Ropes & Gray International LLP, New York counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent;
(iii)
a legal opinion from Ropes & Gray International LLP, English legal counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; and
(iv)
a legal opinion from Maples and Calder, Cayman Islands counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent.
3.
Representations and Warranties . The Loan Parties hereby represent and warrant that the representations and warranties set forth in Article V of the Amended Credit Agreement are true and correct in all material respects (or in all respects to the extent qualified by materiality, Material Adverse Effect or similar language) on and as of the Amendment Effective Date (and, for the avoidance of doubt, including in respect of this Amendment) with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or in all respects to the extent qualified by materiality, Material Adverse Effect or similar language) as of such earlier date.
4.
Amendments . This Amendment may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.
5.
Notices . All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Existing Credit Agreement.
6.
Entire Agreement . As of the date hereof, this Amendment, the Amended Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.
7.
Applicable Law . This Amendment shall be subject to the provisions of Sections 10.15 ( Governing Law; Forum; Process Agent ) and 10.16 ( Waiver of Right to Trial by Jury )

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of the Existing Credit Agreement, each of which is incorporated by reference herein, mutatis mutandis .
8.
Severability . If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
9.
Counterparts . This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page to this Amendment by “.pdf” or other electronic means shall be effective as delivery of an original executed counterpart of this Amendment.
10.
Miscellaneous . The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided in the Amended Credit Agreement, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. Each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the “Credit Agreement”, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document shall mean and be a reference to the Amended Credit Agreement. This Amendment shall constitute a Loan Document under the Existing Credit Agreement and the other Loan Documents.
11.
Reaffirmation . Subject to any limitation set forth in any Loan Document, (i) each Loan Party hereby (x) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (y) confirms that all Collateral encumbered by the Loan Documents will continue to secure the obligations expressed to be secured thereby pursuant to the applicable Loan Documents and (ii) each Guarantor hereby ratifies and reaffirms its Guaranty of the Obligations (as defined in the Amended Credit Agreement).
12.
Successors . The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns permitted by the Existing Credit Agreement.
13.
No Novation . It is the intention of the parties hereto that the Existing Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement and

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that all Loans, indebtedness and/or other obligations of the Loan Parties under the Existing Credit Agreement and the other Loan Documents shall be secured by the Collateral Documents and that neither this Amendment nor the Amended Credit Agreement constitutes a novation of the obligations and liabilities existing under the Existing Credit Agreement and the other Loan Documents.
14.
Acknowledgement and Consent to Bail-In of EEA Financial Institutions .
Notwithstanding any other term of any Loan Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Loan Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:
(a)
any Bail-In Action in relation to any such liability, including (without limitation)
(i)
a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
(ii)
a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
(iii)
a cancellation of any such liability; and
(b)
a variation of any term of any Loan Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.
For the purposes of this Section 14:
“ Bail-In Action ” means the exercise of any Write-down and Conversion Powers.
“ Bail-In Legislation ” means:
(a)
in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and
(b)
in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.
“ EEA Member Country ” means any member state of the European Union, Iceland, Liechtenstein and Norway.

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“ EU Bail-In Legislation Schedule ” means the document described as such and published by the Loan Market Association (or any successor person) from time to time.
“ Party ” means the Initial Borrowers, the Guarantors, the Administrative Agent, the Swing Line Lender and the L/C Issuer.
“ Resolution Authority ” means any body which has authority to exercise any Write-down and Conversion Powers.
“ Write-down and Conversion Powers ” means:
(a)
in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and
(b)
in relation to any other applicable Bail-In Legislation:
(i)
any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and
(ii)
any similar or analogous powers under that Bail-In Legislation.

[ Signature Pages to Follow ]


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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first mentioned above.
SABLE INTERNATIONAL FINANCE LIMITED
as an Initial Borrower and Guarantor
By:     Authorized Signatory
Title:     Director

[Signature Page to Amendment and Restatement Agreement]


CORAL-US CO-BORROWER LLC
as an Initial Borrower and Guarantor
By:     Authorized Signatory
Title:     Managing Director

[Signature Page to Amendment and Restatement Agreement]


SABLE HOLDING LIMITED
as a Guarantor

By:     Authorized Signatory
Title:     Director

[Signature Page to Amendment and Restatement Agreement]


CABLE AND WIRELESS (WEST INDIES) LIMITED
as a Guarantor

By:     Authorized Signatory
Title:     Director


[Signature Page to Amendment and Restatement Agreement]


CABLE & WIRELESS COMMUNICATIONS LIMITED
as a Guarantor

By:     Authorized Signatory
Title:     Director

[Signature Page to Amendment and Restatement Agreement]


CWIGROUP LIMITED
as a Guarantor

By:     Authorized Signatory
Title:     Director

[Signature Page to Amendment and Restatement Agreement]


CABLE & WIRELESS LIMITED
as the Company and Guarantor

By:     Authorized Signatory
Title:     Director




[Signature Page to Amendment and Restatement Agreement]


THE BANK OF NOVA SCOTIA
as Security Trustee
By:     Authorized Signatory
Title:     Director
Authorized Signatory
Director

[Signature Page to Amendment and Restatement Agreement]


THE BANK OF NOVA SCOTIA
as Administrative Agent
By:     Authorized Signatory
Title:     Director
Authorized Signatory
Director

[Signature Page to Amendment and Restatement Agreement]


THE BANK OF NOVA SCOTIA
as Swing Line Lender
By:     Authorized Signatory
Title:     Director
Authorized Signatory
Director

[Signature Page to Amendment and Restatement Agreement]


THE BANK OF NOVA SCOTIA
as L/C Issuer
By:     Authorized Signatory
Title:     Director
Authorized Signatory
Director

[Signature Page to Amendment and Restatement Agreement]


EXHIBIT A
FORM OF AMENDED AND RESTATED CREDIT AGREEMENT


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