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•	each share of common stock of Virgin Media was converted into the right to receive (a) 0.2582 Class A ordinary shares of Liberty Global, (b) 0.1928 Class C ordinary shares of Liberty Global and (c) $17.50 in cash; and

•	each share of Series A common stock of LGI was converted into the right to receive one Class A ordinary share of Liberty Global, each share of Series B common stock of LGI was converted into the right to receive one Class B ordinary share of Liberty Global, and each share of Series C common stock of LGI was converted into the right to receive one Class C ordinary share of Liberty Global.

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VTR Financing Transactions. On January 24, 2014, we completed a reorganization of our credit pools. VTR GlobalCom and VTR Wireless were placed in a separate credit pool with their parent and one of our wholly-owned subsidiaries, VTR Finance B.V. (VTR Finance). In connection with the reorganization, VTR Finance and certain of its subsidiaries (including VTR GlobalCom) were extracted from the UPC Holding credit pool and VTR Finance and certain of its subsidiaries entered into the financing transactions described below. In connection with these transactions, we disclosed that we are exploring opportunities with respect to our Latin American operations (which include VTR GlobalCom, VTR Wireless and Liberty Puerto Rico), including a possible spin-off of those operations to our shareholders. Our evaluation of such opportunities is at a preliminary stage, and any alternative pursued would be subject to approval by our board of directors. We are unable to predict the timing or terms of any spin-off or other transaction that might be pursued, or whether such a transaction will eventually occur. On January 24, 2014, VTR Finance issued $1.4 billion principal amount of 6.875% senior secured notes due January 15, 2024 (the VTR Senior Secured Notes). The net proceeds from the issuance of the VTR Senior Secured Notes were used, together with existing cash of our subsidiaries, to repay all of the outstanding indebtedness under Facilities R, S and AE of the senior secured credit facility of UPC Broadband Holding BV, a wholly-owned subsidiary of UPC Holding, in connection with the extraction of VTR Finance and its subsidiaries from the UPC Holding credit pool.

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Virgin Media Credit Facility. In connection with the execution of the Virgin Media Merger Agreement, we entered into various debt financing arrangements. On June 7, 2013, Virgin Media Investment Holdings Limited, a subsidiary of Virgin Media, together with other subsidiaries of Virgin Media as borrowers and guarantors, entered into a new senior secured credit facility agreement. Under the agreement, the lenders agreed to provide the borrowers with (1) a £375.0 million ($621.3 million) term loan, (2) a $2,755.0 million term loan, (3) a £600.0 million ($994.0 million) term loan and (4) a £660.0 million ($1,093.4 million) revolving credit facility. With the exception of the revolving credit facility, all available amounts were borrowed in June 2013.

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Virgin Media Notes. In February 2013, also in connection with the execution of the Virgin Media Merger Agreement, certain of our subsidiaries issued $1.0 billion principal amount of 5.375% senior secured notes and £1.1 billion ($1.8 billion) principal amount of 6.0% senior secured notes; and $530.0 million principal amount of 6.375% senior notes and £250.0 million ($414.2 million) principal amount of 7.0% senior notes. The net proceeds (after deducting certain transaction expenses) of these notes were placed into escrow pending the closing of the Virgin Media Acquisition at which time they were released.

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Virgin Media Convertible Notes. Prior to the Virgin Media Acquisition, Virgin Media issued $1.0 billion principal amount of 6.50% convertible senior notes (the VM Convertible Notes) pursuant to an indenture, as supplemented. The VM Convertible Notes mature on November 15, 2016, unless the VM Convertible Notes are exchanged or repurchased prior thereto pursuant to the terms the indenture. As of December 31, 2013, an aggregate of $944.2 million principal amount of VM Convertible Notes had been exchanged following the Virgin Media Acquisition for 13.1 million Class A and 9.8

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Share Repurchases. Pursuant to our various share repurchase programs, during 2013 we repurchased a total of 6,550,197 shares of Liberty Global Class A ordinary shares or LGI Series A common stock at a weighted average price of $73.82 per share and 9,105,600 shares of Liberty Global Class C ordinary shares or LGI Series C common stock at a weighted average price of $73.41 per share, for an aggregate cash purchase price of $1,151.9 million, including direct acquisition costs and the effects of derivative instruments. On June 11, 2013, our board of directors authorized a new program of up to $3.5 billion (before direct acquisition costs) for the repurchase of Liberty Global Class A and/or Class C ordinary shares, through open market or privately negotiated transactions, which may include derivative transactions. The timing of the repurchase of shares pursuant to this program is dependent on a variety of factors, including market conditions. This program may be suspended or discontinued at any time. At December 31, 2013, the remaining amount authorized for share repurchases was $2,522.1 million. In conjunction with our share repurchase program, we entered into a number of call option contracts during 2013. Subsequent to December 31, 2013, our board of directors increased the amount authorized under our current repurchase program by $1.0 billion. We currently intend to complete this repurchase program by the end of 2015.

•	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;

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•	consumer acceptance of our existing service offerings, including our digital 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 digital 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 present and any future conditions imposed in connection with the acquisition of Kabel BW GmbH (KBW) on our operations in Germany;

•	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 acquire, such as the Virgin Media Acquisition and the recently announced Ziggo Offer;

•	changes in laws or treaties relating to taxation, or the interpretation thereof, in the U.S. or in 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 to timely deliver quality products, equipment, software and services;

•	the availability of attractive programming for our digital 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;

•	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;

•	leakage of sensitive customer data;

•	the outcome of any pending or threatened litigation;

•	the loss of key employees and the availability of qualified personnel;

•	changes in the nature of key strategic relationships with partners and joint venturers; 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.

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(1)

Homes Passed are homes, residential multiple dwelling units or commercial units that can be connected to our networks without materially extending the distribution plant, except for DTH and MMDS homes. Our Homes Passed counts are based on census data that can change based on either revisions to the data or from new census results. We do not count homes passed for DTH. With respect to MMDS, one MMDS customer is equal to one Home Passed. Due to the fact that we do not own the partner networks (defined below) used in Switzerland and the Netherlands (see note 11 below), we do not report homes passed for Switzerland’s and the Netherlands’ partner networks.

(2)	Two-way Homes Passed are Homes Passed by those sections of our networks that are technologically capable of providing two-way services, including video, internet and fixed-line telephony services.

(3)

Customer Relationships are the number of customers who receive at least one of our video, internet or fixed-line telephony services that we count as Revenue Generating Units (RGUs), without regard to which or to how many services they subscribe. To the extent that RGU counts include equivalent billing unit (EBU) adjustments, we reflect corresponding adjustments to our Customer Relationship counts. For further information regarding our EBU calculation, see Additional General Notes to Tables below. Customer Relationships generally are counted on a unique premises basis. Accordingly, if an individual receives our services in two premises (e.g., a primary home and a vacation home), that individual generally will count as two Customer Relationships. We exclude mobile customers from Customer Relationships. For Belgium, Customer Relationships only include customers who subscribe to an analog or digital cable service due to billing system limitations.

(4)

Revenue Generating Unit is separately an Analog Cable Subscriber, Digital Cable Subscriber, DTH Subscriber, MMDS Subscriber, Internet Subscriber or Fixed-line Telephony Subscriber. A home, residential multiple dwelling unit, or commercial unit may contain one or more RGUs. For example, if a residential customer in our Austrian system subscribed to our digital cable service, fixed-line telephony service and broadband internet service, the customer would constitute three RGUs. Total RGUs is the sum of Analog Cable, Digital Cable, DTH, MMDS, Internet and Fixed-line Telephony Subscribers. RGUs generally are counted on a unique premises basis such that a given premises does not count as more than one RGU for any given service. On the other hand, if an individual receives one of our services in two premises (e.g., a primary home and a vacation home), that individual will count as two RGUs for that service. Each bundled cable, internet or fixed-line telephony service is counted as a separate RGU regardless of the nature of any bundling discount or promotion. Non-paying subscribers are counted as subscribers during their free promotional service period. Some of these subscribers may choose to disconnect after their free service period. Services offered without charge on a long-term basis (e.g., VIP subscribers, free service to employees) generally are not counted as RGUs. We do not include subscriptions to mobile services in our externally reported RGU counts. In this regard, our December 31, 2013 RGU counts exclude our separately reported postpaid and prepaid mobile subscribers in the U.K., Belgium, Germany, Chile, Poland, Hungary and the Netherlands of 2,990,200, 750,500, 239,500, 71,300, 16,500, 7,700 and 3,000, respectively. Our mobile subscriber count represents the number of active subscriber identification module (SIM) cards in service.

(5)

Analog Cable Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our analog cable service over our broadband network. Our Analog Cable Subscriber counts also include subscribers who may use a purchased set-top box or other means to receive our basic digital cable channels without subscribing to any services that would require the payment of recurring monthly fees in addition to the basic analog service fee (Basic Digital Cable Subscriber). Our Basic Digital Cable Subscribers are attributable to the fact that our basic digital cable channels are not encrypted in certain portions of our footprint and the use of purchased digital set-top boxes in Belgium. In Europe, we have approximately 108,100 “lifeline” customers that are counted on a per connection basis, representing the least expensive regulated tier of video cable service, with only a few channels.

(6)

Digital Cable Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our digital cable service over our broadband network or through a partner network. We count a subscriber with one or more digital converter boxes that receives our digital cable service in one premises as just one subscriber. A Digital Cable Subscriber is not counted as an Analog Cable Subscriber. As we migrate customers from analog to digital cable services, we report a decrease in our Analog Cable Subscribers equal to the increase in our Digital Cable Subscribers. As discussed in further detail in note 5 above, Basic Digital Cable Subscribers are not included in the respective Digital Cable Subscriber counts. Subscribers to digital cable services provided by our operations in Switzerland and the Netherlands over partner networks receive analog cable services from the partner networks as opposed to our operations.

(7)	DTH Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our video programming broadcast directly via a geosynchronous satellite.

(8)	MMDS Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our video programming via MMDS.

(9)

Internet Subscriber is a home, residential multiple dwelling unit or commercial unit that receives internet services over our networks, or that we service through a partner network. Our Internet Subscribers exclude 134,800 asymmetric digital subscriber line (ADSL) subscribers within our U.K. segment and 73,800 digital subscriber line (DSL) subscribers within our Austria segment that are not serviced over our networks. Our Internet Subscribers do not include customers that receive services from dial-up connections. In Switzerland, we offer a 2 Mbps internet service to our Analog and Digital Cable Subscribers without an incremental recurring fee. Our Internet Subscribers in Switzerland include 27,600 subscribers who have requested and received a modem that enables the receipt of this 2 Mbps internet service.

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(10)

Fixed-line Telephony Subscriber is a home, residential multiple dwelling unit or commercial unit that receives voice services over our networks, or that we service through a partner network. Fixed-line Telephony Subscribers exclude mobile telephony subscribers. Our Fixed-line Telephony Subscribers exclude 94,800 and 53,700 subscribers within our segments in the U.K. and Austria, respectively, that are not serviced over our networks.

(11)

Pursuant to service agreements, Switzerland and, to a much lesser extent, the Netherlands offer digital cable, broadband internet and fixed-line telephony services over networks owned by third-party cable operators (partner networks). A partner network RGU is only recognized if there is a direct billing relationship with the customer. At December 31, 2013, Switzerland’s partner networks account for 131,700 Customer Relationships, 261,500 RGUs, 98,200 Digital Cable Subscribers, 95,200 Internet Subscribers and 68,100 Fixed-line Telephony Subscribers.

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Video. Our cable operations offer a full range of video services, including basic and premium programming, which can be accessed on the television and, in select markets, through internet connected devices in the home and whenever there is internet connectivity. We provide advanced service offerings, such as high definition (HD) channels, digital video recorder (DVR), HD DVR and, in certain markets, video-on-demand (VoD), which give our customers the ability to control when they watch their programming. In several of our markets, we also have enhanced pay-per-view programming on channels we distribute and through VoD. In addition, we offer select programming in three-dimensional (3D) format to our customers who have 3D capable televisions. Several of our operations offer television applications (apps) that allow access to programming on a variety of devices, including laptops and tablets.

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Broadband Internet. We offer multiple tiers of broadband internet service in all of our broadband communications markets. Depending on location, this service includes download speeds ranging from less than 1 Mbps to an ultra high-speed internet service of 250 Mbps. Generally, we provide our broadband internet service without any time or data volume restrictions. Our current core package in most of our Europe operations offers a speed of 120 Mbps, with our operations in the Netherlands, Austria, Ireland, Poland, Hungary, the Czech Republic and Romania offering additional packages with download speeds ranging from up to 200 Mbps to 250 Mbps. To a select market in Switzerland, we also have available an ultra high-speed internet service with download speeds of up to 500 Mbps. Our ultra high-speed internet service is based primarily on Euro DOCSIS 3.0 technology. Our internet service generally includes email, address book, parental controls and on-line audio. We also offer value-added broadband services through certain of our operations for an incremental charge. These services include security (e.g., anti-virus and spam protection) and online storage and web spaces. In certain of our markets, we offer mobile broadband services as described under —Telephony below.

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Telephony. Multi-feature fixed-line telephony services are available through our managed, quality of service based voice-over-internet-protocol (VoIP) technology in all of our broadband communication markets. In the U.K., Chile, Austria and Hungary, we also provide traditional circuit-switched fixed-line telephony services. We pay interconnection fees to telephony providers when calls by our subscribers terminate on another network and receive similar fees from providers when calls by their users terminate on our network through interconnection points. We are also offering mobile services, both data and voice, as a mobile virtual network operator (MVNO) over third-party networks in the U.K., Germany, Belgium, Chile and Poland. In the Netherlands and in Hungary we provide mobile data services through MVNO arrangements. We plan to add MVNO arrangements in certain of our other broadband communication markets, as a complement to our fixed-line telephony services.

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•	recapturing bandwidth and optimizing our networks by increasing the number of nodes in our markets, using digital compression technologies and through cluster splits;

•	expanding our network to accommodate business services;

•	using wireless technologies to extend our services outside the home;

•	offering remote access to our video services through computers, tablets and smartphones; and

•	developing and introducing next-generation platforms through multimedia home gateways or online media sharing and streaming (or cloud TV).

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(1)	Percentage of total HP that are two-way HP.

(2)	Percentage of total HP to which digital video (including digital MMDS), broadband internet or fixed telephony services, as applicable, are made available.

(3)	Percentage of total HP served by a network with the indicated bandwidth. HP for Ireland excludes MMDS HP.

(4)	Percentage of total HP that subscribe to cable television services (Analog Cable or Digital Cable).

(5)	Percentage of cable television subscribers (Analog Cable and Digital Cable Subscribers) that are Digital Cable Subscribers.

(6)

Percentage of Digital Cable Subscribers with HD, DVR or HD DVR. This Percentage would not include subscribers who may use a purchased set-top box or other means to receive our basic digital cable channels without subscribing to any services that would require the payment of recurring monthly fees in addition to the basic analog service fee due to the fact that our basic digital cable channels are not encrypted in certain portions of our footprint.

(7)	Percentage of two-way HP that subscribe to broadband internet or fixed-telephony services, as applicable.

(8)	Percentage of total customers that subscribe to two services (double-play customers) or three services (triple-play customers) offered by our operations (video, broadband internet and fixed-line telephony).

(9)	Assuming the contractual right to serve the building exists in the case of multiple dwelling units.

(10)	Less than 1%.

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(1)	Excludes the lifeline tier.

(2)	Excludes the channels that are also included in basic analog tier.

(3)	Depending on whether the subscriber is located in Baden-Württemberg, North Rhine-Westphalia or Hesse.

(4)	Available to business customers only.

(5)	Available for data only.

(6)	Offers 500 Mbps in a limited area.

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U.K. (Virgin Media). The operations of the European Operations Division in the U.K. are undertaken by Virgin Media. Virgin Media offers triple-play services consisting of video, internet and fixed-line telephony in parts of many metropolitan areas in England, Wales, Scotland and Northern Ireland. Virgin Media also offers quadruple-play services that include mobile voice and data services as a MVNO through an arrangement with a mobile communications provider.

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Germany (Unitymedia KabelBW). The operations of the European Operations Division in Germany are operated by Unitymedia KabelBW. Unitymedia KabelBW’s operations are located in the German federal states of Baden-Württemberg, North Rhine-Westphalia and Hesse and include the major cities of Cologne, Dortmund, Düsseldorf, Essen, Frankfurt, Karlsruhe, Mannheim, Stuttgart and Wiesbaden. Unitymedia KabelBW offers triple-play services consisting of video, internet and fixed-line telephony services in nearly all of its footprint. Unitymedia KabelBW also offers quadruple-play services that includes mobile voice and data services. Unitymedia KabelBW offers the mobile service as a MVNO through an arrangement with a mobile communications provider. Unitymedia KabelBW offers a CI+ module to its video cable customers for an incremental monthly charge. The CI+ module with a smart card allows the customer to access our encrypted digital video service without a set-top box. No set-top box, CI+ module or smart card is, however, required to receive basic digital services because our basic digital service is unencrypted in our Germany footprint. In September 2013, Unitymedia KabelBW launched the next generation set top box Horizon TV and at December 31, 2013, it had over 55,000 connected subscribers.

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Belgium (Telenet). The operations of the European Operations Division in Belgium are conducted by Telenet. At December 31, 2013, we owned 57.4% of Telenet’s outstanding ordinary shares. Telenet offers quadruple-play services consisting of video, broadband internet, fixed-line telephony and mobile voice and data services in Belgium, primarily to residential customers in the Flanders region and approximately one-third of the city of Brussels. In addition, pursuant to an agreement executed on June 28, 2008 (the PICs Agreement), with four associations of municipalities in Belgium (the pure intercommunales or PICs), Telenet leases the PICs broadband communications network and, accordingly, makes its services available to all of the homes passed by the cable network owned by the PICs.

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The Netherlands. The operations of the European Operations Division in the Netherlands (UPC Netherlands) are located in six broad regional clusters, including the major cities of Amsterdam and Rotterdam. UPC Netherlands offers video, internet and fixed-line telephony throughout its footprint. For information regarding UPC Netherlands’ obligation to resell its television services pursuant to laws that became effective January 1, 2013, see Regulatory Matters—Europe—The Netherlands below.

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Switzerland. The operations of the European Operations Division in Switzerland (UPC Cablecom) are located in 24 of the 26 member states (Cantons) of Switzerland, including major cities such as Bern, Zürich, Lausanne and Geneva. UPC Cablecom’s basic video service (digital or analog) is available in any one of three languages (French, German or Italian). At the beginning of 2013, UPC Cablecom launched Horizon TV and at December 31, 2013, it had over 135,000 connected subscribers. As a complement to its digital video service, UPC Cablecom also offers apps that allow its subscribers to remotely manage a DVR, view linear channels and access VoD with a smartphone, tablet or laptop anywhere a broadband or WiFi connection is available. In addition to its video, broadband internet and fixed-line telephony services, UPC Cablecom has entered into a partnership with a mobile communications provider, which will allow it to offer mobile voice and data service as a full MVNO and market quadruple-play packages. UPC Cablecom plans to offer such service in 2014. In addition, UPC Cablecom has launched a pilot Community WiFi in select markets in January 2014 and plans to activate the Community WiFi network throughout its footprint.

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Other Western Europe. The European Operations Division also operates cable and DSL networks in Austria (UPC Austria) and cable and MMDS networks in Ireland (UPC Ireland). The DSL services are provided over an unbundled loop or, in certain cases, over a shared access network. UPC Austria’s DSL operations are available in the majority of Austria, wherever the incumbent telecommunications operator has implemented DSL technology.

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Central and Eastern Europe. The European Operations Division also operates cable networks in Poland (UPC Poland), Hungary (UPC Hungary), the Czech Republic (UPC Czech), Romania (UPC Romania) and Slovakia (UPC Slovakia). VoD service, including catch-up television, is available to our subscribers in Hungary and in major metropolitan areas in Poland. UPC Hungary, UPC Poland and UPC Romania have each launched apps for no charge to subscribers that permit them to view the digital channel programming guide, schedule DVR recordings from any location, and use their smartphones as a television remote control. The European Operations Division also has DTH operations in most of these countries, which it provides through UPC DTH.

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•	Chile. Our broadband distribution business in Chile is conducted primarily through our 80%-owned subsidiary VTR GlobalCom. Our mobile service in Chile is conducted primarily though VTR Wireless, also an 80%-owned subsidiary.

•	Puerto Rico. Our broadband telecommunications service in Puerto Rico is conducted through our indirect 60%-owned subsidiary Liberty Puerto Rico. Liberty Puerto Rico offers only digital broadband services and provides these services

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U. K. (Virgin Media). We are the largest cable television provider in the U.K. in terms of the number of video cable customers and the sole provider of video cable services in substantially all of our network area. Virgin Media’s video cable services are available to approximately 46% of the U.K. television households and it serves 14% of the total U.K. television market. Virgin Media’s digital television services compete primarily with those of BSkyB, which is the primary pay satellite television platform in the U.K. BSkyB has approximately 9.8 million subscribers in the U.K. or 36% of the total television market. BSkyB owns the U.K. rights to various sports and movie programming content. BSkyB is both a principal competitor in the pay-television market and an important supplier of content to us. Virgin Media distributes several basic and premium video channels supplied by BSkyB. This is also the case with BT, which offers VDSL services and is a principal competitor. In August 2013, BT launched its own premium BT Sport channels, providing a range of sports content including football (soccer) from the English Premier League and, commencing in the 2015/2016 football (soccer) season, exclusive rights to the UEFA Champions League and the UEFA Europa League. The BT Sport channels are available over BT’s  IPTV platform, BSkyB’s satellite system and our cable network. BT is currently offering customers who subscribe to their broadband service free access to the SD version of the BT Sport channels. In addition, FTA DTT and internet-connected television services are a competitive factor.

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Germany (Unitymedia KabelBW). We are the second largest cable television provider in Germany and the largest cable television provider in the federal states of Baden-Württemberg, North Rhine-Westphalia and Hesse based on the number of video cable subscribers. Unitymedia KabelBW’s video cable services are available to approximately 33% of the television households in Germany and it serves 18% of the total television market. Unitymedia KabelBW’s primary competition is from FTA television received via satellite. Unitymedia KabelBW also competes with the IPTV services over VDSL and FTTx and DTH of the incumbent telecommunications operator, Deutsche Telekom. Deutsche Telekom has approximately 2.1 million video subscribers in Germany, or 6% of the total television market, for primarily its IPTV services and has announced plans to target a total of 5 million customers with its IPTV services by 2015. Deutsche Telekom offers competitively priced triple-play bundles and promotional discounts for new customers. In addition, Vodafone Group Plc (Vodafone) bundles its IPTV service with its broadband offerings. Deutsche Telekom, Net Cologne GmbH and Professional Operators compete with Unitymedia KabelBW for housing association contracts. Professional Operators typically procure the broadcast signals they distribute from Unitymedia KabelBW or from DTH providers.

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Belgium (Telenet). Telenet is the sole provider of video cable services in its network area. Its video cable service is available to approximately 62% of the television households in Belgium and it serves approximately 45% of the total television market. It is the largest subscription television provider in Belgium based on the number of pay video subscribers. Telenet’s principal competitor is Belgacom NV/SA (Belgacom), the incumbent telecommunications operator, which has interactive digital television, VoD and HD service as part of its video offer, as well as a remote access service. Belgacom also offers double-play, triple-play and quadruple-play packages. It also includes certain sports programming (primarily football (soccer) related) at no additional charge. Approximately 26% of total television households in Belgium subscribe to Belgacom’s IPTV services over its DSL and VDSL networks. To a lesser extent, Telenet faces competition from M7 Group SA, branded TV Vlaanderen Digitaal, which is the largest DTH service provider in Telenet’s network area. Also, with the decision that Telenet and other Belgian cable operators must give alternative providers access to their cable networks, Telenet will be facing increased competition from these providers who may then be able to offer triple- and quadruple-play services as well. Telenet’s multimedia platform YeloTV, together with its extensive cable network, the broad acceptance of its basic cable television services and its extensive additional features, such as HD and DVR functionality and VoD offerings, may allow Telenet to compete effectively against alternative providers. In addition, Telenet offers competitively priced quadruple-play bundles, which include its mobile service. Telenet also continues to enhance its programming and simplified its bundle options to meet the needs of its customers.

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The Netherlands. We are the second largest cable television provider in the Netherlands based on the number of video cable subscribers. UPC Netherlands’s video cable services are available to approximately 38% of the television households in the Netherlands and it serves 22% of the total television market. Competition from the DTT and VDSL services offered by the incumbent telecommunications provider, Royal KPN NV (KPN), is strong with KPN providing subscription video services to 26% of the total television households. KPN is the majority owner of the Netherlands DTT service, Digitenne. It also offers a VDSL service that includes VoD and DVR functionality, including restarting and second screen viewing. In addition, the FTTx networks of Reggefiber Group B.V. (a subsidiary of KPN) are a competitive factor in a number of cities and villages. Reggefiber Group B.V. continues to expand these networks within our service area. With its ability to offer bundled triple-play and quadruple-play services, and promotional discounts when its mobile service is included, KPN is a significant competitor.

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Switzerland. We are the largest cable television provider in Switzerland based on the number of video cable subscribers and the sole provider in substantially all of our network area. UPC Cablecom’s video cable services are available to approximately 64% of the television households in Switzerland and it serves 43% of the total television market. Our main competitor is Swisscom, the incumbent telecommunications operator, which provides IPTV services over DSL or FTTx networks to approximately 28% of all television households in Switzerland. Swisscom offers VoD services, DVR functionality, and HD channels, as well as the functionality to allow remote access to its video services, and has exclusive rights to distribute certain sports programming. In 2013, Swisscom increased the internet speeds available in its bundled

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Other Western Europe. In Austria, we are the largest cable television provider based on the number of video cable subscribers. UPC Austria’s video cable service is available to approximately 37% of the television households in Austria and it serves 15% of the total television market. UPC Austria’s primary competition is from FTA television received via satellite. Competition from the VDSL services provided by the incumbent telecommunications operator, Telekom Austria AG (A1) (Telekom Austria), and from DTH satellite services offered by Sky Deutschland also continue to increase. At various times, Telekom Austria offers promotional discounts for its VDSL service, which includes advanced features, such as VoD, when taken as part of either a double- or triple-play bundle. To stay competitive, UPC Austria offers its basic digital service unencrypted and realigned its bundle offers in 2013 to include additional HD channels and increased internet speeds from 75 Mbps for its core triple-play bundle to a top speed of up to 250 Mbps.

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Central and Eastern Europe. We are the largest cable television provider in Poland based on the number of video cable subscribers. UPC Poland’s video cable services are available to approximately 20% of the television households in Poland and it serves 9% of the total television market. In providing video services, UPC Poland competes primarily with DTH service providers, including the largest DTH providers, Cyfrowy Polsat SA and NC+ platform (owned by the Vivendi Group). Cyfrowy Polsat SA and NC+ serve 26% and 16%, respectively, of the television households in Poland. The DTH service provider Orange Poland, a subsidiary of France Telecom S.A., is another significant competitor. In addition, UPC Poland competes with other cable operators with triple-play services, who have overbuilt portions of UPC Poland’s operations. One of these companies is Vectra SA, which offers aggressively priced double- and triple-play bundles. To enhance its competitive position, UPC Poland realigned its video offers with additional HD channels and increased its broadband internet download speeds in its bundled services and offers mobile service for a quadruple-play. For example, it increased its broadband speeds to 120 Mbps in its core triple-play bundle. In addition, UPC Poland began offering its basic digital service unencrypted in August 2013. Promotional discounts are available, including discounts for bundled services.

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Chile. In Chile, we are the largest cable television provider based on number of video cable subscribers. VTR GlobalCom’s video cable services are available to approximately 61% of the Chilean television households and it serves 21% of the total television market in Chile. VTR GlobalCom competes primarily with DTH service providers in Chile, including the incumbent Chilean telecommunications operator Compañia de Telecomunicaciones de Chile SA using the brand name Movistar (Movistar), Claro Chile S.A., a subsidiary of América Móvil, S.A.B. de C.V. (Claro), and DirecTV Chile. Movistar offers double-play and triple-play packages using DTH for video and ADSL for internet and fixed-line telephony and, with mobile services, quadruple-play packages. On a smaller scale, Movistar also offers IPTV services over FTTx networks in Chile. Claro offers triple-play packages using DTH and, in most major cities in Chile, through a hybrid fiber coaxial cable network. It also offers mobile services for quadruple-play packages. Claro is an aggressive competitor targeting video subscribers, including VTR GlobalCom subscribers, with low priced video packages. Other competition comes from video services offered by or over the networks of fixed-line telecommunications operators using DSL or ADSL technology. Of the Chilean television households, 10%, 7% and 8% subscribe to the DTH services of Movistar, Claro and DirecTV Chile, respectively. To enhance its competitive position, VTR GlobalCom offers VoD, catch-up television, DVR functionality, premium HD channels, pay-per-view and a variety of premium channels as value added services that can be purchased by VTR GlobalCom’s video cable customers. These services and its variety of bundle options, including internet and telephony, enhance VTR GlobalCom’s competitive position.

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Puerto Rico. Liberty Puerto Rico is the largest provider of video cable services in its markets and the third largest provider of video services in Puerto Rico. Its video cable service is available to approximately 58% of the television households in Puerto Rico and it serves 17% of the total television market in Puerto Rico. Liberty Puerto Rico’s primary competition for video customers is from DTH satellite providers DirecTV and Dish Network Corporation. These competitors provide DTH satellite services to an aggregate of 48% of the television households in Puerto Rico. Dish Network Corporation

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Licensing and Exclusivity. The Regulatory Framework requires Member States to abolish exclusivities on communication networks and services in their territory and allow operators into their markets based on a simple registration. The Regulatory Framework sets forth an exhaustive list of conditions that may be imposed on communication networks and services. Possible obligations include, among other things, financial charges for universal service or for the costs of

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Significant Market Power. Certain of the obligations allowed by the Regulatory Framework apply only to operators or service providers with “Significant Market Power” in a relevant market. For example, the provisions of the Access Directive allow EU Member States to mandate certain access obligations only for those operators and service providers that are deemed to have Significant Market Power. For purposes of the Regulatory Framework, an operator or service provider will be deemed to have Significant Market Power where, either individually or jointly with others, it enjoys a position of significant economic strength affording it the power to behave to an appreciable extent independently of competitors, customers and consumers.

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Video Services. The regulation of distribution, but not the content, of television services to the public is harmonized by the Regulatory Framework. Member States are allowed to impose reasonable “must carry” obligations for the transmission of specified radio and television broadcast channels on certain operators under their jurisdiction. Such obligations should be based on clearly defined general interest objectives, be proportionate and transparent and be subject to periodic review. We are subject to “must carry” regulations in all European markets in which we operate. In some cases, these obligations go beyond what we believe is allowable under the Regulatory Framework. To date, however, the EU Commission has taken very limited steps to enforce EU law in this area, leaving intact “must carry” obligations that are in excess of what we believe to be allowed. We do not expect that there will be any reduction in the “must carry” regulations in the foreseeable future.

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Net Neutrality/Traffic Management. Other current regulatory debates at the EU and national level include net neutrality/traffic management, as well as responsibilities for ISPs on illegal content or activities on the internet. With respect to net neutrality/traffic management, the EU Commission confirmed in April 2011 that no additional EU regulation is needed to preserve net neutrality. The EU Commission made this decision after concluding that the existing provisions of the Regulatory Framework on consumer transparency and the ability of regulators to impose a minimum quality of service on an operator should be given time to be tested by Member States. In December 2011, the Body of European Regulators for Electronic Communications (BEREC), the joint body of European telecommunications regulators, published non-binding guidelines on net neutrality and transparency. BEREC believes that transparency and the ability for end-users to easily switch providers is vital and recommends that operators should provide clear end-user information about service limitations and actual speeds. This decision, however, is still subject to ongoing political debate, and European or national regulation in this area may occur. If such regulations are adopted, our ability to offer our own internet services may be restricted.

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Unitymedia KabelBW committed to the distribution of basic digital television channels (as opposed to channels marketed in premium subscription packages) on its entire network in unencrypted form. This commitment, with which we have complied, generally covers free-to-air television channels in SD and HD and is consistent with the practice that had been adopted by KBW prior to the KBW Acquisition. If, however, FTA television broadcasters request their HD content to be distributed in an encrypted HD package, the encryption of FTA HD channels is still possible. In addition, we made a commitment that, through December 31, 2016, the annual carriage fees Unitymedia KabelBW receives for each such FTA television channel distributed in digital or simulcast in digital and analog would not exceed a specified annual amount, determined by applying the applicable rate card systems of Unitymedia KabelBW as of January 1, 2012.

•	Effective January 1, 2012, Unitymedia KabelBW waived its exclusivity rights in access agreements with housing associations with respect to the usage of infrastructures other than its in-building distribution networks to provide television, broadband internet or telephony services within the building.

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•	Effective January 1, 2012, upon expiration of the minimum term of an access agreement with a housing association, Unitymedia KabelBW transferred the ownership rights to the in-building distribution network to the building owner or other party granting access. In addition, Unitymedia KabelBW waived its right to remove its in-building distribution networks.

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A special early termination right was granted with respect to certain of Unitymedia KabelBW’s existing access agreements (the Remedy HA Agreements) with the largest housing associations that cover more than 800 dwelling units and which had a remaining term of more than three years as of December 15, 2011. The total number of dwelling units covered by the Remedy HA Agreements was approximately 340,000 as of December 15, 2011. The special termination right may be exercised on or before September 30 of each calendar year up to the expiration of the current contract term, with termination effective as of January 1 or July 1 of the following year. If the special termination right is exercised, compensation will be paid to partially reimburse Unitymedia KabelBW for its unamortized investments in modernizing the in-building network based on an agreed formula. To the extent Unitymedia KabelBW is successful in obtaining renewals of the Remedy HA Agreements, we expect that these renewed contracts will contain pricing and other provisions that are somewhat less favorable to Unitymedia KabelBW than those in previous agreements. At December 31, 2013, approximately 14% of the dwelling units covered by the Remedy HA Agreements remain subject to the special termination right.

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Bundling. On December 18, 2012, the Chilean Antitrust Authority issued its regulation governing the on-net/off-net pricing practice in the mobile telephone industry and the offering of bundled telecommunication services. Pursuant to the terms of this regulation, as revised by the Chilean Supreme Court, mobile services may be sold jointly with fixed-line services. However, promotional discounts were not permitted for these double play offers. As for traditional bundling over the same platform (e.g., bundled fixed-line services such as our double- and triple-play packages, or bundled mobile services), this regulation provides that such services may be bundled, subject to certain price limitations. These limitations require that the total price for a bundle must be greater than the stand-alone price for the most expensive service included in the bundle. Also, when three or more services are bundled, the price for the bundle must be greater than the sum of the stand-alone prices for each service in the bundle, excluding the lowest priced service.

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Telecommunication Services Proposal. In November 2011, SubTel published a proposal for a General Telecommunication Services Ruling. The purpose of this proposal is to regulate the offer of telecommunication services, including voice, internet access, and pay television, either alone or in bundles, from a consumer protection point of view. If enacted, the new regulation could involve significant changes in contracts with customers, new requirements regarding compensation in case of service failure, and new rules regarding treatment of customers’ personal information.

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Minimum Standards on Quality of Service and Operation. From August 5 to September 4, 2013, SubTel submitted for public comment a draft of the Technical Fundamental Plan on Maintenance and Public Service Telecommunications Network Managing. This draft seeks to impose minimum standards on quality of service and operation of telecommunications networks, in general, and in some particular services: voice services; text and multimedia messages services; data transmission services; minimum coverage for mobile services; and digital terrestrial television minimum coverage. We are uncertain when SubTel will publish the final version of the plan.

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•	risks that relate to the competition we face and the technology used in our businesses;

•	risks that relate to our operating in overseas markets and being subject to foreign regulation, including risks that relate to our redomiciliation in the U.K.;

•	risks that relate to certain financial matters; and

•	other risks, including risks that, among other things, relate to our capitalization and the obstacles faced by anyone who may seek to acquire us.

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•	fluctuations in foreign currency exchange rates;

•	difficulties in staffing and managing international operations;

•	potentially adverse tax consequences;

•	export and import restrictions, custom duties, tariffs and other trade barriers;

•	increases in taxes and governmental fees;

•	economic and political instability; and

•	changes in foreign and domestic laws and policies that govern operations of foreign-based companies.

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•	impair our ability to use our bandwidth in ways that would generate maximum revenue and operating cash flow;

•	create a shortage of capacity on our networks, which could limit the types and variety of services we seek to provide our customers;

•	strengthen our competitors by granting them access and lowering their costs to enter into our markets; and

•	have a significant adverse impact on our profitability.

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•	incur or guarantee additional indebtedness;

•	pay dividends or make other upstream distributions;

•	make investments;

•	transfer, sell or dispose of certain assets, including subsidiary stock;

•	merge or consolidate with other entities;

•	engage in transactions with us or other affiliates; or

•	create liens on their assets.

•	fund property and equipment additions or acquisitions that could improve their value;

•	meet their loan and capital commitments to their business affiliates;

•	invest in companies in which they would otherwise invest;

•	fund any operating losses or future development of their business affiliates;

•	obtain lower borrowing costs that are available from secured lenders or engage in advantageous transactions that monetize their assets; or

•	conduct other necessary or prudent corporate activities.

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•	authorizing a capital structure with multiple series of ordinary shares: a Class B that entitles the holders to 10 votes per share; a Class A that entitles the holders to one vote per share; and a Class C that, except as otherwise required by applicable law, entitles the holder to no voting rights;

•	authorizing the issuance of “blank check” shares (both ordinary and preferred), which could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt;

•	classifying our board of directors with staggered three-year terms, which may lengthen the time required to gain control of our board of directors, although under English law, shareholders of our company can remove a director without cause by ordinary resolution;

•	prohibiting shareholder action by written resolution, thereby requiring all shareholder actions to be taken at a meeting of the shareholders;

•	requiring the approval of 75% in value of the shareholders (or class of shareholders) and/or English court approval for certain statutory mergers or schemes of arrangements; and

•	establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted upon by shareholders at shareholder meetings.

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Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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(a)	Average price paid per share includes direct acquisition costs and the effects of derivative instruments, where applicable.

(b)

As of December 31, 2013, the remaining amount authorized for share repurchases was $2,522.1 million. For additional information, see note 11 to our consolidated financial statements. Subsequent to December 31, 2013, our board of directors increased the amount authorized under our current repurchase program by $1.0 billion. We currently intend to complete this repurchase program by the end of 2015.

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(a)	Prior to the June 7, 2013 completion of the Virgin Media Acquisition, amounts represent market prices for LGI Series A, Series B, and Series C common stock.

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(a)

We acquired Virgin Media on June 7, 2013, OneLink on November 8, 2012, KBW on December 15, 2011, Aster on September 16, 2011 and Unitymedia KabelBW on January 28, 2010. On October 28, 2013, we entered into the Chellomedia Transaction, which was completed on January 31, 2014. We sold Austar on May 23, 2012 and the J:COM Disposal Group on February 18, 2010. Accordingly, our summary statement of operations data presents the Chellomedia Disposal Group, Austar, the J:COM Disposal Group and a less significant entity as discontinued operations during the applicable periods. We also completed a number of less significant acquisitions during the years presented. For information regarding our acquisitions and dispositions during the past three years, see notes 3 and 4 to our consolidated financial statements.

(b)	Includes earnings from continuing operations attributable to noncontrolling interests of $55.6 million, $39.8 million, $39.5 million, $87.5 million and $174.6 million, respectively.

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Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

•	Overview. This section provides a general description of our business and recent events.

•	Results of Operations. This section provides an analysis of our results of operations for the years ended December 31, 2013, 2012 and 2011.

•	Liquidity and Capital Resources. This section provides an analysis of our corporate and subsidiary liquidity, consolidated statements of cash flows and contractual commitments.

•	Critical Accounting Policies, Judgments and Estimates. This section discusses those material accounting policies that contain uncertainties and require significant judgment in their application.

•	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.

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(i)	organic declines in total subscription revenue and overall revenue in the Netherlands during the fourth quarter of 2013, as compared to the fourth quarter of 2012;

(ii)	organic declines in subscription revenue from video and fixed-line telephony services in the Netherlands during the fourth quarter of 2013, as compared to the fourth quarter of 2012;

(iii)	organic declines in subscription revenue from fixed-line telephony services in Belgium during the fourth quarter of 2013, as compared to the third quarter of 2013;

(iv)	organic declines in (a) video RGUs in Germany, Switzerland, the Netherlands, Belgium and the several of our other markets and (b) fixed-line telephony RGUs in the U.K. and Chile during the fourth quarter of 2013;

(v)	organic declines in ARPU from (a) video services in Chile and several of our other markets, (b) broadband internet services in the Netherlands and several of our other markets and (c) telephony services in Belgium, Switzerland, the Netherlands, Germany and most of our other markets during the fourth quarter of 2013, as compared to the fourth quarter of 2012; and

(vi)	organic declines in overall ARPU in the Netherlands, Belgium and most of our other markets during the fourth quarter of 2013, as compared to the fourth quarter of 2012.

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(a)	The amount presented for 2013 reflects the post-acquisition revenue of Virgin Media from June 8, 2013 through December 31, 2013.

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(a)

Unitymedia KabelBW’s 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 nearly two-thirds of Unitymedia KabelBW’s video subscribers. Unitymedia KabelBW’s bulk agreements are, to a significant extent, medium- and long-term contracts, although bulk agreements related to approximately 16% of the video subscribers that Unitymedia KabelBW serves through these agreements expire by the end of 2015. During 2013, Unitymedia KabelBW’s 20 largest bulk agreement accounts generated approximately 7% of its total revenue (including estimated amounts billed directly to the building occupants for premium cable, broadband internet and fixed-line telephony services). No assurance can be given that Unitymedia KabelBW’s bulk agreements will be renewed or extended on financially equivalent terms or at all, particularly in light of the commitments we made to the FCO in connection with the December 15, 2011 acquisition of KBW. In this regard, we have, among other items, agreed to grant a special termination right with respect to the Remedy HA Agreements. The total number of dwelling units covered by the Remedy HA Agreements was approximately 340,000 as of December 15, 2011. At December 31, 2013, approximately 14% of the dwelling units covered by the Remedy HA Agreements remain subject to special termination rights. These dwelling units (which include agreements that are not among the 20 largest bulk agreements) as of December 31, 2013 accounted for less than 1% of Unitymedia KabelBW’s total revenue during the three months ended December 31, 2013. During the third quarter of 2013, the Düsseldorf Court of Appeal decided to overturn the FCO’s decision to clear our acquisition of KBW. For additional information, see note 16 to our consolidated financial statements.

(b)

Unitymedia KabelBW’s other non-subscription revenue includes fees received for the carriage of certain channels included in Unitymedia KabelBW’s analog and digital cable offerings.  This carriage fee revenue is subject to contracts that expire or are otherwise terminable by either party on various dates ranging from 2014 through 2018.  The aggregate amount of revenue related to these carriage contracts represented approximately 5% of Unitymedia KabelBW’s total revenue during the three months ended December 31, 2013.  In 2012, public broadcasters sent us notices purporting to terminate their carriage fee arrangements effective December 31, 2012. While we are seeking to negotiate with the public broadcasters to reach acceptable agreements, we have rejected the termination notices and filed lawsuits for payment of carriage fees against the public broadcasters. Until such time as we resolve these disputes or obtain favorable outcomes in our lawsuits, we don’t believe we meet the criteria to recognize the impacted revenue for 2013 and future periods. The aggregate amount of

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(c)

The increase in Unitymedia KabelBW’s cable subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers of broadband internet, fixed-line telephony and digital cable RGUs that were only partially offset by a decline in the average number of analog cable RGUs. The decline in Unitymedia KabelBW’s average number of analog cable RGUs led to a decline in the average number of Unitymedia KabelBW’s total video RGUs during 2013, as compared to 2012.

(d)

The increase in Unitymedia KabelBW’s cable subscription revenue related to a change in ARPU is due to (i) a net increase resulting primarily from the following factors: (a) higher ARPU from broadband internet services and digital cable services, (b) lower ARPU from fixed-line telephony services due to the net impact of (1) a decrease in ARPU associated with lower fixed-line telephony call volumes for customers on usage-based calling plans and (2) an increase in ARPU associated with the migration of customers to fixed-rate plans and related value-added services, (c) higher ARPU due to lower negative impacts from free bundled services provided to new subscribers during promotional periods and (d) higher ARPU from analog cable services, as price increases more than offset lower ARPU due to a higher proportion of subscribers receiving discounted analog cable services through bulk agreements and (ii) an improvement in RGU mix attributable to a higher proportion of fixed-line telephony and broadband internet RGUs.

(e)	The increase in Unitymedia KabelBW’s mobile subscription revenue is primarily due to the net effect of (i) an increase in the average number of mobile subscribers, (ii) a reduction in billable usage and (iii) lower ARPU due to the impact of an increase in the proportion of subscribers receiving lower-priced tiers of mobile services.

(f)

The decrease in Unitymedia KabelBW’s other non-subscription revenue is primarily attributable to the net effect of (i) a decrease in carriage fee revenue as described above, (ii) an increase in installation revenue, due to a higher number of installations and increases in the average installation fee, and (iii) a decrease in interconnect revenue. We expect that our interconnect revenue in Germany in 2014 will be adversely impacted by a November 2013 decrease in fixed-telephony termination rates. We believe that most of this adverse impact will be offset by corresponding decreases in Germany's interconnect expense.

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(a)

The increase in Telenet’s cable subscription revenue related to a change in the average number of RGUs is attributable to increases in the average number of digital cable, fixed-line telephony and broadband internet RGUs that were only partially offset by a decline in the average number of analog cable RGUs. The decline in the average number of analog cable RGUs led to a decline in the average number of Telenet’s total video RGUs during 2013, as compared to 2012.

(b)

The decrease in Telenet’s cable subscription revenue related to a change in ARPU is due to the net effect of (i) a net decrease resulting primarily from following factors: (a) higher ARPU due to price increases associated with (1) higher-priced tiers of service in our bundles and (2) February 2013 increases for certain existing broadband internet, fixed-line telephony and digital cable services, (b) lower ARPU due to the impacts of higher bundling and promotional discounts, (c) lower ARPU due to the impact of an increase in the proportion of subscribers receiving lower-priced tiers of broadband internet services and (d) lower ARPU from fixed-line telephony services due to (I) lower fixed-line telephony call volume for customers on usage-based plans and (II) a higher proportion of customers migrating to fixed-rate calling plans and (ii) an improvement in RGU mix, attributable to higher proportions of digital cable, broadband internet and fixed-line telephony RGUs. In addition, the increase in Telenet’s subscription revenue was offset by a nonrecurring adjustment recorded during the fourth quarter of 2012 to recognize $6.0 million of revenue following the implementation of billing system improvements. Most of this nonrecurring adjustment relates to revenue earned in years prior to 2012.

(c)	The increase in Telenet’s mobile subscription revenue is due primarily to an increase in the average number of mobile subscribers.

(d)	The decrease in Telenet’s B2B revenue is attributable to a net decrease associated with (i) a $7.7 million negative impact associated with changes in how Telenet recognizes certain up-front fees and (ii) increases in other elements of Telenet’s B2B revenue.

(e)

The increase in Telenet’s other non-subscription revenue is due primarily to the net effect of (i) an increase in interconnect revenue of $59.1 million, primarily associated with growth in mobile services, (ii) an increase in mobile handset sales of $12.8 million and (iii) a decrease of $2.4 million associated with a change in how Telenet recognizes certain up-front fees. The increase in Telenet’s mobile handset sales, which typically generate relatively low margins, is due primarily to (a) an increase in contract termination fees applicable to subsidized handsets and (b) an increase in sales to third-party retailers.

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(a)

The increase in the Netherlands’ cable subscription revenue related to a change in the average number of RGUs is attributable to the net effect of (i) increases in the average numbers of fixed-line telephony, broadband internet and digital cable RGUs and (ii) a decline in the average number of analog cable RGUs. The decline in the average number of analog cable RGUs led to a decline in the average number of the Netherlands’ total video RGUs during 2013, as compared to 2012.

(b)

The decrease in the Netherlands’ cable subscription revenue related to a change in ARPU is due to the net effect of (i) a decrease resulting primarily from the following factors: (a) lower ARPU due to a decrease in fixed-line telephony call volume and (b) lower ARPU due to the impact of higher bundling and promotional discounts that more than offset the positive impacts of (1) the inclusion of higher-priced tiers of digital cable, broadband internet and fixed-line telephony services in our promotional bundles and (2) July 2012 price increases for bundled services and a January 2013 price increase for certain analog cable services and (ii) an improvement in RGU mix, attributable to higher proportions of digital cable, broadband internet and fixed-line telephony RGUs.

(c)	The decrease in the Netherlands’ B2B revenue is primarily related to lower revenue from telephony and data services.

(d)	The increase in the Netherlands’ other non-subscription revenue is primarily attributable to the net effect of (i) an increase in installation revenue, (ii) a decrease in interconnect revenue, due primarily to the impact of reductions in fixed termination rates that became effective on August 1, 2012 and September 1, 2013, and (iii) a decrease in revenue from late fees.

(a)

The increase in Switzerland’s cable subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers of digital cable, broadband internet and fixed-line telephony RGUs that were only partially offset by a decline in the average number of analog cable RGUs. The decline in the average number of analog cable RGUs led to a decline in the average number of Switzerland’s total video RGUs during 2013, as compared to 2012.

(b)

The increase in Switzerland’s cable subscription revenue related to a change in ARPU is due to (i) an improvement in RGU mix, attributable to higher proportions of digital cable, broadband internet and fixed-line telephony RGUs, and (ii) a net increase resulting primarily from the following factors: (a) higher ARPU due to the inclusion of higher-priced tiers of broadband internet services and, to a lesser extent, digital cable services in our promotional bundles, (b) lower ARPU due to the impact of bundling discounts, (c) higher ARPU due to a January 2013 price increase for a basic cable connection, as discussed below, and, to a lesser extent, a June 2013 price increase for broadband internet services and (d) lower ARPU due to a decrease in fixed-line telephony call volume for customers on usage-based calling plans.

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(c)

The increase in Switzerland’s other non-subscription revenue is primarily attributable to the net effect of (i) an increase in installation revenue of $8.4 million, (ii) a decrease in sales of customer premises equipment, primarily due to the unencryption described below, (iii) a decline in revenue from usage-based wholesale residential fixed-line telephony services and (iv) an increase in advertising revenue. The increase in installation revenue includes an increase of $7.1 million associated with a change in how we recognize installation revenue in Switzerland as a result of a change in how we market and deliver services upon the November 2012 unencryption of the basic tier of digital television channels, as further described below.

(a)	In connection with the Virgin Media Acquisition, we determined that we would no longer externally report DSL subscribers as RGUs. Accordingly, we have reclassified the revenue from our DSL subscribers in Austria from broadband internet and fixed-line telephony subscription revenue to other non-subscription revenue for all periods presented.

(b)

The increase in Other Western Europe’s cable subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers of fixed-line telephony, broadband internet and digital cable RGUs in each of Ireland and Austria that were only partially offset by a decline in the average number of analog cable RGUs in each of Austria and Ireland and, to a lesser extent, MMDS video RGUs in Ireland. The declines in the average numbers of analog cable and MMDS video RGUs led to a decline in the average number of total video RGUs in each of Ireland and Austria during 2013, as compared to 2012.

(c)

The decrease in Other Western Europe’s cable subscription revenue related to a change in ARPU is attributable to a decrease in ARPU in each of Ireland and Austria. Other Western Europe’s overall ARPU was impacted by an adverse change in RGU mix, primarily attributable to a lower proportion of digital cable RGUs in Ireland. The lower ARPU in Ireland is also due to the net effect of (i) lower ARPU due to the impact of bundling discounts and (ii) higher ARPU due to the inclusion of higher-priced tiers of broadband internet and digital cable services in our promotional bundles. The decrease in Austria’s ARPU is primarily due to the net effect of (a) lower ARPU due to the impact of bundling discounts, (b) higher ARPU due to January 2013 price increases for digital and analog cable and broadband internet services and (c) lower ARPU due to a higher proportion of subscribers receiving lower-priced tiers of broadband internet services in our promotional bundles.

(d)	The decrease in Other Western Europe’s non-subscription revenue is due to individually insignificant changes in various non-subscription revenue categories.

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(a)

The increase in Central and Eastern Europe’s cable subscription revenue related to a change in the average number of RGUs is primarily attributable to increases in the average numbers of digital cable, fixed-line telephony and broadband internet RGUs in Poland, Romania, Hungary and Slovakia that were only partially offset by a decline in the average numbers of (i) analog cable RGUs in each country within our Central and Eastern Europe segment and (ii) digital cable, fixed-line telephony and broadband internet RGUs in the Czech Republic. As a result of the declines in analog cable RGUs, each country within our Central and Eastern Europe segment experienced a decline in the average number of total video RGUs during 2013, as compared to 2012.

(b)

The decrease in Central and Eastern Europe’s cable subscription revenue related to a change in ARPU is primarily due to the net effect of (i) lower ARPU due to the impact of higher bundling discounts, (ii) higher ARPU due to the inclusion of higher-priced tiers of digital cable and broadband internet services in our promotional bundles, (iii) lower ARPU from incremental digital cable services and (iv) lower ARPU due to a decrease in fixed-line telephony call volume for customers on usage-based calling plans. In addition, Central and Eastern Europe’s overall ARPU was positively impacted by an improvement in RGU mix, primarily attributable to higher proportions of digital cable and, to a lesser extent, broadband internet RGUs.

(c)	The increase in Central and Eastern Europe’s non-subscription revenue is due to individually insignificant changes in various non-subscription revenue categories.

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(a)	The increase in the VTR Group’s cable subscription revenue related to a change in the average number of RGUs is due to increases in the average numbers of digital cable, broadband internet and fixed-line telephony RGUs that were only partially offset by a decline in the average number of analog cable RGUs.

(b)

The increase in the VTR Group’s cable subscription revenue related to a change in ARPU is due to (i) a net increase resulting from the following factors: (a) higher ARPU due to the impact of lower bundling and promotional discounts, (b) higher ARPU due to semi-annual inflation and other price adjustments for video, broadband internet and fixed-line telephony services, (c) lower ARPU from analog and digital cable services, largely due to a higher proportion of subscribers receiving lower-priced tiers of services, (d) higher ARPU from broadband internet services and (e) lower ARPU due to a decrease in fixed-line telephony call volume for customers on usage-based plans and (ii) improvements in RGU mix, primarily attributable to a higher proportion of digital cable RGUs.

(c)	The increase in the VTR Group’s mobile subscription revenue is primarily due to the May 2012 launch of mobile services at VTR Wireless.

(d)

The increase in the VTR Group’s non-subscription revenue is attributable to the net effect of (i) an increase in mobile interconnect revenue primarily due to the May 2012 launch of mobile services at VTR Wireless, (ii) an increase in advertising revenue, (iii) a decrease in fixed-line telephony interconnect revenue, (iv) a decrease in installation revenue and (v) a net decrease resulting from individually insignificant changes in various other non-subscription revenue categories.

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(a)

The increase in Unitymedia KabelBW’s cable subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers of broadband internet, fixed-line telephony and digital cable RGUs that were only partially offset by a decline in the average number of analog cable RGUs. The decline in Unitymedia KabelBW’s average number of analog cable RGUs led to a decline in the average number of total video RGUs during 2012, as compared to 2011.

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(b)

The increase in Unitymedia KabelBW’s cable subscription revenue related to a change in ARPU is due to (i) an improvement in RGU mix, attributable to higher proportions of fixed-line telephony, broadband internet and digital cable RGUs, and (ii) a net increase resulting primarily from the following factors: (a) lower ARPU due to a decrease in fixed-line telephony call volume for customers on usage-based calling plans, (b) higher ARPU from digital cable services, (c) higher ARPU from broadband internet services, (d) higher ARPU due to a lower negative impact from free bundled services provided to new subscribers during promotional periods and (e) lower ARPU due to higher proportions of customers receiving discounted analog cable services through bulk agreements. For information concerning our commitment to distribute basic digital television channels in unencrypted form in Unitymedia KabelBW commencing January 1, 2013, see note 3 to our consolidated financial statements.

(c)	The increase in Unitymedia KabelBW’s mobile subscription revenue is primarily due to an increase in the average number of mobile subscribers.

(d)	The increase in Unitymedia KabelBW’s non-subscription revenue is primarily attributable to (i) an increase in installation revenue, due to a higher number of installations and an increase in the average installation fee, (ii) an increase in interconnect revenue and (iii) an increase in network usage revenue, most of which relates to the settlement of prior year amounts.

(a)

The increase in Telenet’s cable subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers of digital cable, broadband internet and fixed-line telephony RGUs that were only partially offset by a decline in the average number of analog cable RGUs. The decline in the average number of Telenet’s analog cable RGUs led to a decline in the average number of total video RGUs during 2012, as compared to 2011.

(b)

The increase in Telenet’s cable subscription revenue related to a change in ARPU is due to the net effect of (i) an improvement in RGU mix, attributable to higher proportions of digital cable, broadband internet and fixed-line telephony RGUs, and (ii) a net decrease resulting primarily from the following factors: (a) lower ARPU from broadband internet services, largely due to a higher proportion of subscribers receiving lower-priced tiers of services, (b) higher ARPU due to October 2011 price increases for certain analog and digital cable services and an August 2011 price increase for certain broadband internet services, (c) lower ARPU due to a decrease in fixed-line telephony call volume for customers on usage-based plans and the negative impact of higher proportions of customers migrating to fixed-rate calling plans and (d) higher ARPU from digital cable services, due in part to an increase in the number of subscribers to Telenet’s premium sporting channel following the third quarter 2011 acquisition of certain Belgian football (soccer) rights. In addition, Telenet’s subscription revenue was positively impacted by a nonrecurring adjustment during the fourth quarter of 2012 to recognize $6.3 million of revenue following the implementation of billing system improvements. Most of this nonrecurring adjustment relates to revenue earned in prior years.

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(c)	The increase in Telenet’s mobile subscription revenue is due primarily to an increase in the average number of mobile subscribers.

(d)

The increase in Telenet’s other non-subscription revenue is due primarily to (i) an increase in interconnect revenue of $21.2 million, primarily associated with growth in mobile services, and (ii) an increase in mobile handset sales of $10.3 million. The increase in Telenet’s mobile handset sales, which sales typically generate relatively low margins, is primarily due to an increase in sales to third-party retailers.

(a)

The increase in the Netherlands’ cable subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers of fixed-line telephony, digital cable and broadband internet RGUs that were only partially offset by a decline in the average number of analog cable RGUs. The decline in the average number of analog cable RGUs in the Netherlands led to a decline in the average number of total video RGUs during 2012, as compared to 2011.

(b)

The increase in the Netherlands’ cable subscription revenue related to a change in ARPU is due to the net effect of (i) an improvement in RGU mix, attributable to higher proportions of digital cable, broadband internet and fixed-line telephony RGUs, and (ii) a net decrease resulting primarily from the following factors: (a) lower ARPU due to a decrease in fixed-line telephony call volume, including the impact of higher proportions of customers selecting usage-based calling plans, (b) lower ARPU due to the impact of bundling and promotional discounts and (c) higher ARPU due to January 2012 price increases for certain video services and, to a lesser extent, July 2012 price increases for bundled services.

(c)	The increase in the Netherlands’ B2B revenue is primarily related to higher revenue from business telephony services.

(d)	The increase in the Netherlands’ other non-subscription revenue is primarily attributable to the net effect of (i) an increase in revenue from late fees, (ii) an increase in installation revenue and (iii) a decrease in interconnect revenue, due primarily to the impact of an August 1, 2012 reduction in fixed termination rates.

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(a)

The increase in Switzerland’s cable subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers of digital cable, broadband internet and fixed-line telephony RGUs that were only partially offset by a decline in the average number of analog cable RGUs. The decline in the average number of Switzerland’s analog cable RGUs led to a decline in the average number of total video RGUs during 2012, as compared to 2011.

(b)

The increase in Switzerland’s cable subscription revenue related to a change in ARPU is due to the net effect of (i) an improvement in RGU mix, attributable to higher proportions of digital cable, broadband internet and fixed-line telephony RGUs, and (ii) a net decrease resulting primarily from the following factors: (a) higher ARPU from broadband internet services and, to a lesser extent, digital cable services, largely due to a higher proportion of subscribers receiving lower-priced tiers of services, (b) lower ARPU due to the impact of bundling discounts and (c) lower ARPU due to a decrease in fixed-line telephony call volume for customers on usage-based calling plans.

(c)	The slight decrease in Switzerland’s B2B revenue is primarily attributable to the net effect of (i) lower revenue from construction and equipment sales and (ii) growth in B2B broadband internet and fixed-line telephony services.

(d)	The increase in Switzerland’s other non-subscription revenue is attributable to the net effect of (i) an increase in installation revenue, (ii) a decline in revenue from usage-based wholesale residential fixed-line telephony services and (iii) a net increase resulting from various individually insignificant changes.

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(a)	In connection with the Virgin Media Acquisition, we determined that we would no longer externally report DSL subscribers as RGUs. Accordingly, we have reclassified the revenue from our DSL subscribers in Austria from broadband internet and fixed-line telephony subscription revenue to other non-subscription revenue for all periods presented.

(b)

The increase in Other Western Europe’s cable subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers of fixed-line telephony, broadband internet and digital cable RGUs in each of Ireland and Austria that were only partially offset by a decline in the average number of analog cable RGUs in each of Austria and Ireland and, to a lesser extent, MMDS video RGUs in Ireland. The declines in the average numbers of analog cable and MMDS video RGUs led to a decline in the average number of total video RGUs in each of Ireland and Austria during 2012, as compared to 2011.

(c)

The decrease in Other Western Europe’s cable subscription revenue related to a change in ARPU is attributable to a decrease in ARPU in each of Ireland and Austria. The decrease in Ireland’s ARPU is mostly due to (i) lower ARPU due to the impact of bundling discounts, (ii) lower ARPU from digital cable services and (iii) lower ARPU due to a decrease in fixed-line telephony call volume for customers on usage-based calling plans, including the impact of higher proportions of customers selecting usage-based calling plans. The decrease in Austria’s ARPU is primarily due to (a) lower ARPU due to the impact of bundling discounts, (b) lower ARPU from broadband internet services, largely due to a higher proportion of subscribers receiving lower-priced tiers of services, (c) higher ARPU due to the third quarter 2011 implementation of an additional charge for broadband internet services and (d) lower ARPU due to a decrease in fixed-line telephony call volume for customers on usage-based calling plans. In addition, Other Western Europe’s overall ARPU was impacted by adverse changes in RGU mix, primarily attributable to a lower proportion of digital cable RGUs in Ireland.

(d)	The decrease in Other Western Europe’s B2B revenue is primarily due to a decrease in revenue from data services in Austria.

(e)	The increase in Other Western Europe’s other non-subscription revenue is due primarily to an increase in installation revenue in each of Austria and Ireland.

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(a)

The increase in Central and Eastern Europe’s cable subscription revenue related to a change in the average number of RGUs is primarily attributable to increases in the average numbers of digital cable, fixed-line telephony and broadband internet RGUs that were only partially offset by declines in the average numbers of analog cable and, to a much lesser extent, MMDS video RGUs in Slovakia. In each country within our Central and Eastern Europe segment, a decline in the average number of analog cable RGUs led to a decline in the average number of total video RGUs during 2012, as compared to 2011.

(b)

The decrease in Central and Eastern Europe’s cable subscription revenue related to a change in ARPU is primarily due to (i) lower ARPU from video, broadband internet and fixed-line telephony services, largely due to a higher proportion of subscribers receiving lower-priced tiers of services, (ii) lower ARPU due to the impact of higher bundling discounts and (iii) lower ARPU due to a decrease in fixed-line telephony call volume for customers on usage-based calling plans. In addition, Central and Eastern Europe’s overall ARPU was positively impacted by an improvement in RGU mix, primarily attributable to a higher proportion of digital cable and, to a lesser extent, broadband internet RGUs.

(c)	The decrease in Central and Eastern Europe’s other non-subscription revenue is due primarily to the net effect of (i) an increase in sales of customer premises equipment, primarily in the Czech Republic, (ii) a decrease in installation revenue, primarily in Poland, and (iii) a net decrease resulting from individually insignificant changes in other non-subscription revenue categories.

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(a)	The increase in the VTR Group’s cable subscription revenue related to a change in the average number of RGUs is primarily due to increases in the average numbers of digital cable, broadband internet and fixed-line telephony RGUs that were only partially offset by a decline in the average numbers of analog cable RGUs.

(b)

The increase in the VTR Group’s cable subscription revenue related to a change in ARPU is primarily due to the positive impact of an improvement in RGU mix, attributable to a higher proportion of digital cable RGUs. Excluding the positive impact related to RGU mix, ARPU remained relatively unchanged due to the net effect of the following factors: (i) higher ARPU from digital cable services, (ii) higher ARPU due to semi-annual inflation and other price adjustments for video, broadband internet and fixed-line telephony services, (iii) lower ARPU due to the impact of promotional and bundling discounts and (iv) lower ARPU from fixed-line telephony services, due in part to the net effect of (a) the negative impact of a lower volume of calls subject to usage-based charges and (b) the positive impact of a higher proportion of customers on fixed-rate calling plans.

(c)	The increase in the VTR Group’s mobile subscription revenue is attributable to the May 2012 launch of mobile services by VTR Wireless.

(d)	The increase in the VTR Group’s non-subscription revenue is attributable to the net effect of (i) an increase in mobile handset sales in connection with the launch of mobile services by VTR Wireless and (ii) decreases in installation and interconnect revenue at VTR GlobalCom.

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(a)	The amount presented for 2013 reflects the post-acquisition operating expenses of Virgin Media from June 8, 2013 through December 31, 2013.

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An increase in programming and copyright costs of $80.7 million or 9.3%, due primarily to growth in digital video services in Germany, the Netherlands, Belgium, Ireland and the U.K. In the U.K. and, to a lesser extent, Belgium, increased costs for sports rights also contributed to the increase. In addition, accrual releases related to the settlement or reassessment of operational contingencies gave rise to an increase in programming and copyright costs of $10.5 million, as the impact of net accrual releases that reduced the 2012 costs in Germany, the Netherlands, Poland and Belgium more than offset the impact of net accrual releases that reduced the 2013 costs in the Netherlands;

•	An increase in interconnect costs of $72.7 million or 23.1%, due primarily to the net effect of (i) increased costs in Belgium attributable to (a) mobile subscriber growth and (b) increased mobile voice and data volumes on a per subscriber basis and (ii) decreased costs due to lower rates in Germany and the Netherlands and lower call volumes in Switzerland;

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An increase in outsourced labor and professional fees of $19.5 million or 12.0%, due primarily to (i) higher call center costs in Germany, Switzerland and the Netherlands, and (ii) higher consulting costs related to (a) the Horizon TV platform incurred in the European Operations Division's central operations and (b) a customer retention project in Germany. These increases were partially offset by lower call center costs in Belgium, Hungary and the U.K. due primarily to reduced proportions of calls handled by third parties;

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An increase in personnel costs of $14.3 million or 2.9%, due primarily to (i) annual wage increases, primarily in Germany, Belgium and the Netherlands, (ii) increased staffing levels, primarily in the European Operations Division’s central operations, the Netherlands and Belgium, (iii) higher costs of $3.8 million due to the impact of reimbursements received from the Belgian government during the third and fourth quarters of 2012 with respect to the employment of certain individuals with advanced degrees and (iv) higher costs of $3.1 million due to favorable reassessments of certain post-employment benefit obligations during the third and fourth quarters of 2012 in Belgium. These increases were partially offset by a decrease in personnel costs related to lower staffing levels in Germany and Ireland;

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An increase in network-related expenses of $12.8 million or 2.4%, due primarily to (i) increased network and customer premises equipment maintenance costs, primarily in the Netherlands and Germany, (ii) higher outsourced labor costs associated with customer-facing activities in Germany and (iii) an increase of $2.9 million due to the net impact of favorable settlements during 2013 and 2012 for claims of costs incurred in connection with faulty customer premises equipment, primarily in Switzerland and the Netherlands. These increases were partially offset by lower costs in Belgium associated with customer-facing activities;

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An increase in bad debt and collection expenses of $9.5 million or 11.0%, due to the net impact of (i) increases in bad debt expenses in Germany, Belgium and Hungary, (ii) decreases in bad debt expenses in the Netherlands due to improved collection experience and (iii) an increase of $3.0 million due to the impact of a favorable nonrecurring adjustment recorded in the second quarter of 2012 related to the settlement of an operational contingency in Belgium; and

•	Higher costs of $4.6 million associated with the impact of favorable nonrecurring adjustments recorded by Telenet during the third and fourth quarters of 2012 resulting from the reassessment of a social tariff obligation.

•	An increase in programming and copyright costs of $13.3 million or 9.0%, primarily associated with growth in digital cable services;

•	An increase in mobile access and interconnect costs of $9.1 million or 12.5%, due primarily to the impact of VTR Wireless’ mobile services, which launched in May 2012;

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•	An increase in personnel costs of $7.3 million or 14.8%, due largely to higher bonus accruals at VTR GlobalCom;

•	A decrease in facilities expenses of $5.5 million or 25.3%, due primarily to lower tower and real estate rental costs, as the discounted fair value of all remaining payments due under these leases was included in the restructuring charges recorded by VTR Wireless during the third and fourth quarters of 2013, as further described in note 8 to our consolidated financial statements;

•	An increase in bad debt and collection expenses of $3.7 million or 9.8%, primarily at VTR Wireless. This increase is largely a function of the May 2012 launch of VTR Wireless’ mobile services;

•	An increase in outsourced labor and professional fees of $3.3 million or 17.8%. This increase is primarily attributable to a $3.0 million non-recurring charge recorded during the second quarter of 2013 to provide for VTR GlobalCom’s mandated share of severance and other labor-related obligations that were incurred by a VTR GlobalCom contractor in connection with such contractor’s bankruptcy; and

•	A decrease in VTR Wireless’ mobile handset costs of $0.7 million, primarily attributable to the net effect of (i) an aggregate increase of $4.4 million related to the liquidation or write-off of slow-moving or obsolete handsets and wireless network adaptors and (ii) a decrease of $5.4 million in mobile handset sales due largely to a reduced emphasis on prepaid mobile plans.

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An increase in programming and copyright costs of $83.4 million or 10.4%, primarily due to (i) growth in digital video services, predominantly in Germany, Switzerland, Belgium, Austria and the Netherlands, and (ii) a $25.3 million increase resulting from Telenet’s acquisition of the rights to broadcast certain Belgian football (soccer) matches for the three years that began in the third quarter of 2011. In addition, accrual releases related to the settlement or reassessment of operational contingencies gave rise to a decrease in programming and copyright costs of $9.6 million, as the impact of net accrual releases that reduced the 2012 costs in Germany, the Netherlands, Poland and Belgium more than offset the impact of net accrual releases that reduced the 2011 costs in the Netherlands and Germany;

•	An increase in mobile costs of $36.6 million in Belgium, due primarily to (i) higher costs associated with subscriber promotions involving free or heavily-discounted handsets and (ii) increased mobile handset sales to third-party retailers;

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An increase in network-related expenses of $25.7 million or 5.2%, primarily due to (i) higher outsourced labor costs associated with customer-facing activities in Germany, Ireland and Switzerland, (ii) increased network maintenance costs, primarily in Germany and Poland, (iii) higher duct and pole rental costs, primarily in Germany and Romania, with the higher costs in Germany primarily attributable to the negative impact of a fourth quarter 2011 settlement of an operational contingency, (iv) lower costs associated with the refurbishment of customer premises equipment in Belgium due primarily to the benefit of claims taken related to faulty set-top boxes, partially offset by an increase in costs related to the refurbishment of customer premises equipment, primarily in Germany, (v) higher energy costs in Germany due in part to the release of accruals in connection with the settlement of operational contingencies during the second and fourth quarters of 2011, (vi) increased encryption costs, due largely to increased numbers of installed digital set-top boxes, primarily in Switzerland and Germany, and (vii) higher costs of $1.4 million due to the net impact of settlements in 2012 and 2011 of claims for costs incurred in connection with faulty customer premises equipment, primarily in the Netherlands,

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•	An increase in interconnect costs of $19.2 million or 6.6%, due primarily to higher costs in Belgium associated with the net effect of (i) subscriber growth, (ii) increased mobile voice and data volumes and (iii) lower mobile termination rates;

•	An increase in outsourced labor and professional fees of $11.5 million or 8.7%, primarily due to the net effect of (i) higher call center costs due to increased call volumes in Germany and Belgium and (ii) lower call center costs in Switzerland;

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An increase in costs of $10.0 million in Belgium associated with a campaign to retain customers following the move of certain channels from the analog to the basic digital channel package. This campaign involved the sale and rental of used digital set-top boxes at relatively low prices. In connection with this campaign, Telenet experienced (i) increases in the costs of set-top boxes that were sold and (ii) higher outsourced labor and professional fees due primarily to increased customer-facing activities;

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A decrease in bad debt and collection expenses of $9.8 million or 10.9%, primarily in Poland, the Czech Republic, Ireland and Austria. The decrease in bad debt and collection expenses is primarily attributable to (i) improved collection experience and (ii) the $3.3 million impact associated with a nonrecurring adjustment recorded in Belgium during the second quarter of 2012 related to the settlement of an operational contingency and (iii) the $2.6 million impact of a nonrecurring increase to bad debt expense that was recorded in the Netherlands during the first quarter of 2011;

•	Higher costs in Belgium of (i) $4.1 million due to the impact of reimbursements received from the Belgian government during the third and fourth quarters of 2012 with respect to the employment of certain individuals with advanced degrees and (ii) $3.4 million due to reassessments of certain post-employment benefit obligations during the third and fourth quarters of 2012; and

•	Lower costs of $5.0 million associated with the impact of nonrecurring adjustments recorded by Telenet during the third and fourth quarters of 2012 resulting from the reassessment of a social tariff obligation.

•	An increase in VTR Wireless’ mobile handset costs of $21.1 million;

•	An increase in programming and copyright costs of $14.5 million or 10.9%, primarily associated with growth in digital cable services;

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An increase in interconnect and access costs of $12.7 million or 21.1%, due primarily to (i) higher costs associated with VTR Wireless, primarily attributable to (a) the impact of the May 2012 launch of mobile services and (b) the initiation of minimum payments under a roaming agreement during the first quarter of 2012, and (ii) higher costs associated with VTR GlobalCom’s broadband internet services, as the impact of higher traffic was only partially offset by lower average rates;

•	An increase in facilities expenses of $10.5 million, due primarily to higher site and tower rental costs incurred by VTR Wireless, including $1.9 million of fees incurred in connection with the termination of certain leases;

•	A decrease in personnel costs of $5.7 million or 10.4%, primarily related to lower bonus costs at VTR GlobalCom; and

•	An increase in outsourced labor and professional fees of $5.5 million or 19.1%, resulting from the net effect of (i) increased costs associated with VTR Wireless’ network operating center and (ii) a decrease in VTR GlobalCom’s customer-facing activities.

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(a)	The amount presented for 2013 reflects the post-acquisition SG&A expenses of Virgin Media from June 8, 2013 through December 31, 2013.

•	A decrease in sales and marketing costs of $43.6 million or 8.6%, due primarily to (i) lower costs associated with advertising campaigns and rebranding, primarily in the U.K., Germany, and the European Operations Division’s central operations, and (ii) lower third-party sales commissions, primarily in the Netherlands, Switzerland, Hungary, Austria and the Czech Republic;

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An increase in personnel costs of $22.7 million or 4.3%, due largely to (i) increased staffing levels, primarily in Belgium, Switzerland, Germany, Hungary and the European Operations Division’s central operations, (ii) annual wage increases, primarily in the Netherlands, the European Operations Division’s central operations, Belgium, Germany and Switzerland, and (iii) higher costs of $1.4 million due to the favorable reassessment of certain post-employment benefit obligations during the third quarter of 2012 in Belgium;

•	An increase in information technology-related expenses of $17.4 million or 26.8%, due primarily to (i) higher software and other information technology-related maintenance costs, primarily in the European Operations Division’s central operations, Hungary and Germany and (ii) costs incurred in connection with the migration of operating systems in Germany;

•	An increase in facilities expenses of $8.4 million, due largely to higher rental expense in Germany and the European Operations Division’s central operations;

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An increase in outsourced labor and professional fees of $8.3 million or 8.5%, due largely to the net effect of (i) higher consulting costs associated with certain strategic initiatives in Belgium, the European Operations Division’s central operations and the Netherlands, and (ii) a decrease in consulting costs in Germany, primarily associated with integration activities during 2012 related to the KBW Acquisition; and

•	A net decrease resulting from individually insignificant changes in other SG&A expense categories.

•	A decrease in sales and marketing costs of $8.8 million or 14.5%, primarily due to lower advertising costs at each of VTR Wireless and VTR GlobalCom;

•	An increase in personnel costs of $2.9 million or 4.7%, primarily attributable to the net effect of (i) an increase at VTR GlobalCom, due primarily to (a) higher bonus accruals, (b) a combination of increased staffing levels and higher salaries and (c) higher severance, and (ii) a decrease at VTR Wireless, due primarily to lower staffing levels and bonus accruals; and

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A decrease in facilities expenses of $2.3 million or 8.2%, primarily attributable to (i) a decrease at VTR GlobalCom, due primarily to (a) lower rental costs and (b) lower insurance expenses and (ii) a decrease at VTR Wireless, as the discounted fair value of all remaining payments due under certain facilities-related contracts were included in the restructuring charges recorded by VTR Wireless during the third and fourth quarters of 2013, as further described in note 8 to our consolidated financial statements.

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An increase in sales and marketing costs of $48.6 million or 10.8%, largely due to (i) higher third-party sales commissions in Germany and Belgium, (ii) increased costs associated with rebranding and other advertising campaigns in Germany, (iii) higher marketing costs in connection with promotional and operational initiatives in Belgium and (iv) increased sales call center costs in Belgium. The increase in third-party sales commissions and sales call center costs in Belgium is mostly related to (a) increased sales of mobile services and (b) the aforementioned campaign to retain customers following the move of channels from the analog to the basic digital channel package. Lower sales and marketing costs in Austria, the Czech Republic and Switzerland, partially offset the increased costs in Germany and Belgium;

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An increase in personnel costs of $37.2 million or 7.3%, due largely to the net effect of (i) increased staffing levels in the European Operations Division’s central operations due largely to increased numbers of strategic initiatives, (ii) annual wage increases, predominantly in Belgium, the Netherlands, the European Operations Division’s central operations, Germany and Switzerland, (iii) lower costs of $1.6 million in Belgium due to the reassessment of certain post-employment benefit obligations during the third quarter of 2012 and (iv) lower bonus costs in Belgium. The increases in personnel costs also include the impact of a new employee wage tax in the Netherlands. This new employee wage tax, which was authorized in September 2012, is based on wages for the year ended December 31, 2012;

•	An increase in facilities expenses of $8.5 million or 9.0%, due primarily to increases in costs related to the rental of office space in Germany, the European Operations Division’s central operations and the Netherlands;

•	An increase of $7.6 million in delivery and postage costs, including higher costs associated with (i) the delivery of mobile handsets to retail locations in Belgium, (ii) the delivery of customer premises equipment to retail locations in Germany and (iii) postage for customer communications in Switzerland; and

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A decrease in outsourced labor and professional fees of $6.4 million or 6.2%, due primarily to the net effect of (i) a decrease in consulting costs associated with strategic and regulatory initiatives in Belgium, (ii) an increase in consulting costs incurred in Germany, primarily associated with integration activities related to the KBW Acquisition, and (iii) an increase in consulting costs incurred by the European Operations Division’s central operations in connection with the European Operations Division’s mobile and other strategic initiatives.

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An increase in sales and marketing costs of $9.0 million or 17.4%, due primarily to the net effect of (i) higher third-party sales commissions, (ii) increased advertising campaigns at VTR Wireless, primarily associated with the launch of mobile services in May 2012, and (iii) decreased advertising campaigns at VTR GlobalCom. The higher sales commissions are primarily attributable to (a) an increase at VTR GlobalCom, due primarily to a higher proportion of sales generated by third-party dealers, and (b) an increase at VTR Wireless, due primarily to higher sales volumes resulting from the May 2012 launch of mobile services;

•	An increase in facilities expenses of $6.4 million, due primarily to higher rental and related costs associated with (i) an increase in retail space used by VTR Wireless and (ii) an increase in office and other space used by VTR GlobalCom; and

•	An increase in personnel costs of $0.7 million or 1.2%, resulting from the net effect of (i) higher staffing levels and other personnel costs at VTR Wireless and (ii) lower bonus costs and, to a lesser degree, lower staffing levels at VTR GlobalCom.

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(a)	The amount presented for 2013 reflects the post-acquisition operating cash flow of Virgin Media from June 8, 2013 through December 31, 2013.

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(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.

(b)	In connection with the Virgin Media Acquisition, we determined that we would no longer externally report DSL subscribers as RGUs. Accordingly, we have reclassified the revenue from our DSL subscribers in Austria from broadband internet and fixed-line telephony subscription revenue to other revenue for all periods presented.

(c)	Mobile subscription revenue excludes $175.2 million and $35.1 million, respectively, of mobile interconnect revenue. Mobile interconnect revenue and revenue from mobile handset sales are included in other revenue.

(d)

These amounts include B2B revenue from business broadband internet, video, voice, wireless 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 or fixed-line telephony services that are the same or similar to the mass marketed products offered to our residential subscribers. Revenue from SOHO subscribers, which aggregated $147.2 million and $59.7 million, respectively, is included in cable subscription revenue.

(e)	Other revenue includes, among other items, interconnect, installation and carriage fee revenue.

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(a)	Includes share-based compensation expense related to Liberty Global PSUs for both years presented and the Challenge Performance Awards for the applicable 2013 period.

(b)

In accordance with the terms of the Virgin Media Merger Agreement, we issued Virgin Media Replacement Awards to employees and former directors of Virgin Media in exchange for corresponding Virgin Media awards. In connection with the Virgin Media Acquisition, the Virgin Media Replacement Awards were remeasured as of June 7, 2013, resulting in an aggregate estimated fair value attributable to the post-acquisition period of $188.5 million. During 2013, Virgin Media recorded share-based compensation expense of $134.3 million, primarily related to the Virgin Media Replacement Awards, including $80.1 million that was charged to expense in recognition of the Virgin Media Replacement Awards that were fully vested on June 7, 2013 or for which vesting was accelerated pursuant to the terms of the Virgin Media Merger Agreement on or prior to December 31, 2013. The remaining June 7, 2013 estimated fair value will be amortized over the remaining service periods of the unvested Virgin Media Replacement Awards, subject to forfeitures and the satisfaction of performance conditions.

(c)

During the second quarters of 2013 and 2012, Telenet modified the terms of certain of its share-based incentive plans to provide for anti-dilution adjustments in connection with its shareholder returns, as further described in note 11 to our consolidated financial statements. In connection with these anti-dilution adjustments, Telenet recognized share-based compensation expense of $32.7 million and $12.6 million, respectively, and continues to recognize additional share-based compensation expense as the underlying options vest. In addition, during the first quarter of 2013, Telenet recognized expense of $6.2 million related to the accelerated vesting of options granted under the Telenet 2010 SSOP.

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(a)

The loss during 2013 is primarily attributable to the net effect of (i) losses associated with increases in the values of the British pound sterling, euro and Swiss franc relative to the U.S. dollar, (ii) gains associated with increases in market interest rates in the British pound sterling, euro and Swiss franc markets, (iii) losses associated with increases in market interest rates in the U.S. dollar market, (iv) gains associated with decreases in the values of the Chilean peso, Czech koruna, Swiss franc, Polish zloty and Hungarian forint relative to the euro, and (v) gains associated with a decrease in the value of the Chilean peso relative to the U.S. dollar. In addition, the loss during 2013 includes a net gain of $15.3 million resulting from changes in our credit risk valuation adjustments. The loss during 2012 is primarily attributable to the net effect of (i) losses associated with decreases in market interest rates in the euro, Hungarian forint, Polish zloty, Swiss franc, and Czech koruna markets, (ii) losses associated with increases in the values of the Polish zloty, Hungarian forint, Chilean peso, Swiss

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(b)	For information concerning the factors that impact the valuations of our equity-related derivative instruments, see note 7 to our consolidated financial statements.

(c)	Primarily includes activity related to deal contingent foreign currency forward contracts that were settled in connection with the Virgin Media Acquisition and the foreign currency forward contracts of LGE Financing.

(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., Europe and Chile.

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(a)	For additional information regarding our investments and fair value measurements, see notes 5 and 7 to our consolidated financial statements.

(b)	The 2013 amount includes decreases in the fair values of our investments in Cyfra+ and O3B Networks Limited that are attributable to negative developments in the respective business plans of these entities. The 2012 amount primarily includes an increase in the fair value of our investment in Cyfra+.

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aggregate losses of $112.5 million during the first and fourth quarters related to the redemption of all of Unitymedia KabelBW’s euro-denominated 8.125% senior secured notes, including (i) $75.0 million representing the difference between the principal amount and redemption price of the debt redeemed and (ii) $37.5 million associated with the write-off of deferred financing costs and an unamortized discount;

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an $85.5 million loss during the first quarter, which includes (i) $35.6 million of aggregate redemption premiums related to the UPC Holding 8.0% Senior Notes and the UPC Holding 9.75% Senior Notes, (ii) the write-off of $24.5 million of unamortized discount related to the UPC Holding 9.75% Senior Notes, (iii) the write-off of $19.0 million of aggregate deferred financing costs associated with the UPC Holding 8.0% Senior Notes and the UPC Holding 9.75% Senior Notes and (iv) $6.4 million of aggregate interest incurred on the UPC Holding 8.0% Senior Notes and the UPC Holding 9.75% Senior Notes between the respective dates that we and the trustee were legally discharged; and

•	an $11.9 million loss during the second quarter in connection with the prepayment of amounts outstanding under certain facilities of the UPC Broadband Holding Bank Facility, including (i) $7.7 million of third-party costs and (ii) $4.2 million associated with the write-off of deferred financing costs and an unamortized discount.

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a $175.8 million loss during the fourth quarter associated with the redemption and repurchase of all of the 2009 UM Dollar Senior Secured Notes and a portion of the 2009 UM Euro Senior Secured Notes, including a loss of (i) $125.9 million representing the difference between the principal amount and redemption price of the debt redeemed and (ii) $49.4 million associated with the write-off of deferred financing costs and an unamortized discount;

•	a $16.3 million loss associated with the repayment of borrowings under the UPC Broadband Holding Bank Facility, including a $12.4 million loss during the fourth quarter associated with the write-off of deferred financing costs and an unamortized discount in connection with the prepayment of Facility AB;

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•	a $10.2 million loss during the third quarter representing the difference between the carrying value and redemption price of the UM Senior Secured Floating-Rate Exchange Notes; and

•	a $7.0 million loss incurred by Unitymedia KabelBW associated with the Unitymedia KabelBW Exchange and the Special Optional Redemptions, including $5.6 million of third-party costs and a loss of $1.4 million representing the difference between the carrying value and redemption price of the debt redeemed pursuant to the Special Optional Redemptions.

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(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.

(b)	In connection with the Virgin Media Acquisition, we determined that we would no longer externally report DSL subscribers as RGUs. Accordingly, we have reclassified the revenue from our DSL subscribers in Austria from broadband internet and fixed-line telephony subscription revenue to other revenue for all periods presented.

(c)	Mobile subscription revenue excludes $35.1 million and $13.4 million, respectively, of mobile interconnect revenue. Mobile interconnect revenue and revenue from mobile handset sales are included in other revenue.

(d)

These amounts include B2B revenue from business broadband internet, video, voice, wireless 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 or fixed-line telephony services that are the same or similar to the mass marketed products offered to our residential subscribers. Revenue from SOHO subscribers, which aggregated $59.7 million and $50.4 million, respectively, is included in cable subscription revenue.

(e)	Other revenue includes, among other items, interconnect, installation and carriage fee revenue.

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(a)	Includes share-based compensation expense related to the Liberty Global PSUs for both years presented and the Liberty Global Performance Plans for 2011.

(b)

During the second quarters of 2012 and 2011, Telenet modified the terms of certain of its share-based incentive plans to provide for anti-dilution adjustments in connection with its shareholder returns, as further described in note 11 to our consolidated financial statements. In connection with these anti-dilution adjustments, Telenet recognized share-based compensation expense of $12.6 million and $15.8 million, respectively, and continues to recognize additional share-based compensation expense as the underlying options vest.

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(a)	The loss during 2012 is primarily attributable to the net effect of (i) losses associated with decreases in market interest rates in the euro, Hungarian forint, Polish zloty, Swiss franc, and Czech koruna markets, (ii) losses associated with increases in

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(b)	For information concerning the factors that impact the valuations of our equity-related derivative instruments, see note 7 to our consolidated financial statements.

(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., Europe and Chile.

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(a)	For additional information regarding our investments and fair value measurements, see notes 5 and 7 to our consolidated financial statements.

(b)	The 2012 amount primarily includes an increase in the fair value of our investment in Cyfra+. The 2011 amount includes decreases in the fair value of (i) our investment in a broadband communications operator in Switzerland and (ii) Cyfra+.

(c)	Represents the change in the fair value of the UGC Convertible Notes prior to their conversion into LGI common stock in April 2011.

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a $175.8 million loss during the fourth quarter associated with the redemption and repurchase of all of the 2009 UM Dollar Senior Secured Notes and a portion of the 2009 UM Euro Senior Secured Notes, including a loss of (a) $125.9 million representing the difference between the principal amount and redemption price of the debt redeemed and (b) $49.4 million associated with the write-off of deferred financing costs and an unamortized discount;

•	a $16.3 million loss associated with the repayment of borrowings under the UPC Broadband Holding Bank Facility, including a $12.4 million loss during the fourth quarter associated with the write-off of deferred financing costs and an unamortized discount in connection with the prepayment of Facility AB;

•	a $10.2 million loss during the third quarter representing the difference between the carrying value and redemption price of the UM Senior Secured Floating-Rate Exchange Notes; and

•	a $7.0 million loss incurred by Unitymedia KabelBW associated with the Unitymedia KabelBW Exchange and the Special Optional Redemptions, including $5.6 million of third-party costs and a loss of $1.4 million representing the difference between the carrying value and redemption price of the debt redeemed pursuant to the Special Optional Redemptions.

•	a $187.2 million debt conversion loss of recognized primarily during the second quarter of 2011 related to the exchange of substantially all of the LGI Convertible Notes for LGI common stock and cash;

•	a $15.7 million loss during the first quarter of 2011 related to the write-off of deferred financing costs and an unamortized discount in connection with the prepayment of amounts outstanding under Facilities M, P, T and U of the UPC Broadband Holding Bank Facility; and

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•	$14.8 million loss associated with the prepayment of amounts outstanding under Facilities K, L1, G and J under the Telenet Credit Facility, representing (i) a $9.5 million write-off of deferred financing costs and (ii) the incurrence of $5.3 million of third-party costs.

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(a)	Represents cash and cash equivalents held by the Virgin Media Borrowing Group. The $518.8 million of cash and cash equivalents of Virgin Media are included in the amount shown for Liberty Global’s non-operating subsidiaries.

(b)	Represents the cash and cash equivalents of Chellomedia at December 31, 2013 that are not attributed to the Chellomedia Disposal Group. For information regarding the Chellomedia Transaction, see note 4 to our consolidated financial statements.

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(a)

The commitments reflected in this table do not reflect any liabilities that are included in our December 31, 2013 consolidated balance sheet other than debt and capital lease obligations.  Our liability for uncertain tax positions in the various jurisdictions in which we operate ($371.1 million at December 31, 2013) 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 December 31, 2013. 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, discounts or premiums, all of which affect our overall cost of borrowing.

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•	Impairment of property and equipment and intangible assets (including goodwill);

•	Costs associated with construction and installation activities;

•	Useful lives of long-lived assets;

•	Fair value measurements; and

•	Income tax accounting.

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Item 7A	. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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(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 £498 million ($825 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 Virgin Media cross-currency and interest rate derivative contracts by approximately £57 million ($94 million).

(i)	an instantaneous increase of 10% in the value of the euro relative to the U.S. dollar would have decreased the aggregate fair value of the LGE Financing foreign currency forward contracts by approximately €48 million ($66 million) and conversely, a decrease of 10% would have increased the aggregate fair value by approximately €57 million ($79 million); and

(ii)	an instantaneous increase of 10% in the value of the euro relative to the British pound sterling would have increased the aggregate fair value of the LGE Financing foreign currency forward contracts by approximately €24 million ($33 million) and conversely, a decrease of 10% would have decreased the aggregate fair value by approximately €32 million ($44 million).

(i)	an instantaneous increase (decrease) of 10% in the value of the Swiss franc, Polish zloty, Hungarian forint, Czech koruna and Chilean peso 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 €411 million ($567 million);

(ii)	an instantaneous increase (decrease) of 10% in the value of the Swiss franc, Chilean peso, 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 €146 million ($201 million);

(iii)	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 €238 million ($328 million);

(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 €107 million ($148 million) and conversely, a decrease of 50 basis points (0.50%) would have decreased the aggregate fair value by approximately €111 million ($153 million); and

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(v)	an instantaneous increase (decrease) in UPC Broadband Holding’s credit spread of 50 basis points (0.50%) would have increased (decreased) the aggregate fair value of the UPC Broadband Holding cross-currency and interest rate derivative contracts by approximately €16 million ($22 million).

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(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 cross-currency interest rate swap contracts.

(b)	Includes the principal-related cash flows of our cross-currency and cross-currency interest rate swap contracts.

(c)	Includes amounts related to our equity-related derivative instruments and, to a lesser extent, our 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 Sumitomo Collar Loan and the Ziggo Collar Loan.

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Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Item 9A.	CONTROLS AND PROCEDURES

Item 9B.	OTHER INFORMATION

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•	Each share of common stock of Virgin Media was converted into the right to receive (i) 0.2582 Class A ordinary shares of Liberty Global, (ii) 0.1928 Class C ordinary shares of Liberty Global and (iii) $17.50 in cash (collectively, the Virgin Media Merger Consideration); and

•	Each share of Series A common stock of LGI was converted into the right to receive one Class A ordinary share of Liberty Global; each share of Series B common stock of LGI was converted into the right to receive one Class B ordinary share of Liberty Global; and each share of Series C common stock of LGI was converted into the right to receive one Class C ordinary share of Liberty Global.

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(a)

Represents the value assigned to the 70,233,842 Class A and 52,444,170 Class C ordinary shares issued to Virgin Media shareholders in connection with the Virgin Media Acquisition. These amounts are based on (i) the exchange ratios specified by the Virgin Media Merger Agreement, (ii) the closing per share price on June 7, 2013 of Series A and Series C LGI common stock of $76.24 and $71.51, respectively, and (iii) the 272,013,333 outstanding shares of Virgin Media common stock at June 7, 2013.

(b)	Represents the cash consideration paid in connection with the Virgin Media Acquisition. This amount is based on (i) the $17.50 per share cash consideration specified by the Virgin Media Merger Agreement and (ii) the 272,013,333 outstanding shares of Virgin Media common stock at June 7, 2013.

(c)

Represents the portion of the estimated fair value of the Virgin Media stock incentive awards that are attributable to services provided prior to the June 7, 2013 acquisition date. The estimated fair value is based on the attributes of the 13.03 million outstanding Virgin Media stock incentive awards at June 7, 2013, including the market price of the underlying Virgin Media common stock. The outstanding Virgin Media stock incentive awards at June 7, 2013 include 9.86 million stock options that have been valued using Black Scholes option valuations. In addition, Virgin Media’s stock incentive awards at June 7, 2013 included 3.17 million restricted stock units that included performance conditions and, in certain cases, market conditions. Those restricted stock units with market conditions have been valued using Monte Carlo simulation models.

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(a)

The goodwill recognized in connection with the Virgin Media Acquisition is primarily attributable to (i) the ability to take advantage of Virgin Media’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 Virgin Media with our other broadband communications operations in Europe.

(b)	Amount primarily includes intangible assets related to customer relationships. At June 7, 2013, the weighted average useful life of Virgin Media’s intangible assets was approximately seven years.

(c)	No amounts have been allocated to deferred revenue with respect to the ongoing performance obligations associated with Virgin Media’s B2B service contracts, as our view is that the remaining fees to be received under these contracts approximate fair value given our estimates of the costs associated with these ongoing obligations.

(d)

Amount includes a $35.6 million liability that was recorded to adjust an unfavorable capacity contract to its estimated fair value. This amount will be amortized through the March 31, 2014 expiration date of the contract as a reduction of Virgin Media’s operating expenses so that the net effect of this amortization and the payments required under the contract approximate market rates. During the period from June 8, 2013 through December 31, 2013, $22.8 million of this liability was amortized as a reduction of operating expenses in our consolidated statement of operations.

(e)	Represents the equity component of the VM Convertible Notes (as defined and described in note 9). During the period from June 7, 2013 through December 31, 2013, 94.4% of the VM Convertible Notes were exchanged for Liberty Global Class A and Class C ordinary shares and cash pursuant to the terms of the VM Convertible Notes Indenture. For additional information, see note 9.

(f)	Excludes direct acquisition costs of $50.3 million, which are included in impairment, restructuring and other operating items, net, in our consolidated statements of operations.

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(a)	Other current liabilities include an accrual for a loss contingency that was measured based on our best estimate of the probable loss. The Seller partially indemnified us for the outcome of this loss contingency and, accordingly, other current assets includes an indemnification asset, measured using the same basis as the associated loss contingency.

(b)	Amount primarily includes intangible assets related to customer relationships. At November 8, 2012, the weighted average useful life of OneLink’s intangible assets was approximately 10 years.

(c)

The goodwill recognized in connection with the Puerto Rico Transaction is primarily attributable to (i) the ability to take advantage of the existing advanced broadband communications networks of OneLink to gain immediate access to potential customers and (ii) substantial synergies that are expected to be achieved through the integration of OneLink with our existing broadband communications operations in Puerto Rico.

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(a)

Unitymedia KabelBW committed to the distribution of basic digital television channels (as opposed to channels marketed in premium subscription packages) on its entire network in unencrypted form. This commitment, with which we have complied, generally covers free-to-air television channels in standard definition and high definition (HD) and is consistent with the practice that had been adopted by KBW prior to the KBW Acquisition. If, however, free-to-air television broadcasters request their HD content to be distributed in an encrypted HD package, the encryption of free-to-air HD channels is still possible. In addition, we made a commitment that, through December 31, 2016, the annual carriage fees Unitymedia KabelBW receives for each such free-to-air television channel distributed in digital or simulcast in digital and analog would not exceed a specified annual amount, determined by applying the applicable rate card systems of Unitymedia KabelBW as of January 1, 2012;

(b)	Effective January 1, 2012, Unitymedia KabelBW waived its exclusivity rights in access agreements with housing associations with respect to the usage of infrastructures other than its in-building distribution networks to provide television, broadband internet or fixed-line telephony services within the building;

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(c)	Effective January 1, 2012, upon expiration of the minimum term of an access agreement with a housing association, Unitymedia KabelBW transferred the ownership rights to the in-building distribution network to the building owner or other party granting access. In addition, Unitymedia KabelBW waived its right to remove its in-building distribution networks; and

(d)

A special early termination right was granted with respect to certain of Unitymedia KabelBW’s existing access agreements (the Remedy HA Agreements) with the largest housing associations that cover more than 800 dwelling units and which had a remaining term of more than three years as of December 15, 2011. The total number of dwelling units covered by the Remedy HA Agreements was approximately 340,000 as of December 15, 2011. The special termination right may be exercised on or before September 30 of each calendar year up to the expiration of the current contract term, with termination effective as of January 1 or July 1 of the following year. If the special termination right is exercised, compensation will be paid to partially reimburse Unitymedia KabelBW for its unamortized investments in modernizing the in-building network based on an agreed formula. To the extent Unitymedia KabelBW is successful in obtaining renewals of the Remedy HA Agreements, we expect that these renewed contracts will contain pricing and other provisions that are somewhat less favorable to Unitymedia KabelBW than those in previous agreements. At December 31, 2013, approximately 14% of the dwelling units covered by the Remedy HA Agreements remain subject to special termination rights.

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(a)

The goodwill recognized in connection with the KBW and Aster Acquisitions is primarily attributable to (i) the ability to take advantage of the existing advanced broadband communications networks of KBW and Aster to gain immediate access to potential customers and (ii) substantial synergies that are expected to be achieved through the integration of KBW and Aster with our other broadband communications operations in Germany and Poland, respectively. We expect that $382.7 million of the goodwill associated with the KBW Acquisition will be deductible for tax purposes.

(b)	Amounts primarily include intangible assets related to customer relationships. At December 15, 2011, the weighted average useful life of KBW’s intangible assets was approximately ten years. At September 16, 2011, the weighted average useful life of Aster’s intangible assets was approximately seven years.

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(a)	The 2012 amounts reflect the impact of a $4,144.9 million release of valuation allowances on Virgin Media’s deferred tax assets. This release was included in Virgin Media’s historical results for the fourth quarter of 2012.

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(a)	Excludes intercompany payables and receivables that are eliminated within Liberty Global’s consolidated financial statements.

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(a)	Excludes the Chellomedia Disposal Group's intercompany revenue and expenses that are eliminated within Liberty Global's consolidated financial statements.

(b)	Includes the operating results of Austar through May 23, 2012, the date the Austar Transaction was completed.

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

(b)

We consider credit risk in our fair value assessments. As of December 31, 2013 and 2012, (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 $9.8 million and $17.2 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 $173.0 million and $156.5 million, respectively. The adjustments to our derivative assets relate to the 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 net gains (losses) of $15.3 million, ($57.3 million) and $42.9 million during 2013, 2012 and 2011, respectively. These amounts are included in realized and unrealized losses on derivative instruments, net, in our consolidated statements of operations. For further information concerning our fair value measurements, see note 7.

(c)

Our equity-related derivative instruments include the fair value of (i) the share collar (the Sumitomo Collar) with respect to the Sumitomo shares held by our company at December 31, 2013 and 2012 and (ii) the Ziggo Collar and the Virgin Media Capped Calls (each as defined and described below) at December 31, 2013. The fair values of the Sumitomo Collar and the Ziggo Collar do not include credit risk valuation adjustments as we have assumed that any losses incurred by our company in

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(a)

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. For derivative instruments that were in effect as of December 31, 2013, we present a single date that represents the applicable final maturity date.  For derivative instruments that become effective subsequent to December 31, 2013, we present a range of dates that represents the period covered by the applicable derivative instruments.

(b)	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.

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(a)

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. For derivative instruments that were in effect as of December 31, 2013, we present a single date that represents the applicable final maturity date.  For derivative instruments that become effective subsequent to December 31, 2013, we present a range of dates that represents the period covered by the applicable derivative instruments.

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(a)

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. For derivative instruments that were in effect as of December 31, 2013, we present a single date that represents the applicable final maturity date.  For derivative instruments that become effective subsequent to December 31, 2013, we present a range of dates that represents the period covered by the applicable derivative instruments.

(a)

For each subsidiary, the notional amount of multiple derivative instruments that mature within the same calendar month are shown in the aggregate. For derivative instruments that were in effect as of December 31, 2013, we present a single date that represents the applicable final maturity date.  For derivative instruments that become effective subsequent to December 31, 2013, we present a range of dates that represents the period covered by the applicable derivative instruments.

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

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

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(a)

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. For derivative instruments that were in effect as of December 31, 2013, we present a single date that represents the applicable final maturity date.  For derivative instruments that become effective subsequent to December 31, 2013, we present a range of dates that represents the period covered by the applicable derivative instruments.

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

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

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(a)	Amount includes (i) $566.8 million representing the estimated fair value of the Virgin Media Capped Calls on June 7, 2013 and (ii) $51.0 million representing the amount paid to enter into the Ziggo Collar.

(b)	Substantially all of these net losses relate to assets and liabilities of our continuing operations that we continue to carry on our consolidated balance sheet as of December 31, 2013.

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(a)	With the exception of Other Western Europe, Central and Eastern Europe and our corporate and other category, our reporting units for purposes of goodwill impairment testing correspond to our reportable segments, as set forth in the above table. For information concerning the reporting units included within the Other Western Europe and Central and Eastern Europe reportable segments, see note 17.

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(a)

Represents the weighted average interest rate in effect at December 31, 2013 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 our interest rate derivative contracts, deferred financing costs, original issue premiums or discounts or commitment fees, all of which affect our overall cost of borrowing. Including the effects of derivative instruments, original issue premiums and 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 6.6% at December 31, 2013.  For information concerning our derivative instruments, see note 6.

(b)

Unused borrowing capacity represents the maximum availability under the applicable facility at December 31, 2013 without regard to covenant compliance calculations or other conditions precedent to borrowing. At December 31, 2013, the full amount of unused borrowing capacity was available to be borrowed under each of the respective subsidiary facilities based on the applicable leverage and other financial covenants, except as noted below. At December 31, 2013, our availability under the VM Credit Facility, the UPC Broadband Holding Bank Facility and the Unitymedia KabelBW Revolving Credit Facilities (each credit facility as defined and described below) was limited to £653.6 million ($1,082.8 million), €432.3 million ($596.1 million) and €214.5 million ($295.8 million), respectively. When the relevant December 31, 2013 compliance reporting requirements have been completed and assuming no changes from December 31, 2013 borrowing levels, we anticipate that our availability under the VM Credit Facility, the UPC Broadband Holding Bank Facility and the Unitymedia KabelBW Revolving Credit Facilities will be limited to £622.0 million ($1,030.5 million), €726.7 million ($1,002.1 million) and €417.5 million ($575.7 million), respectively. In January 2014, the CLP 60.0 billion ($114.2 million) term loan bank facility of VTR Wireless (the VTR Wireless Bank Facility) was repaid in full and canceled. In addition to the limitations noted above, 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 December 31, 2013, 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 Virgin Media and Unitymedia KabelBW to other Liberty Global subsidiaries and ultimately to Liberty Global was limited to £305.2 million ($505.6 million) and €134.5 million ($185.5 million), respectively, and none of the liquidity of Liberty Puerto Rico was available to be loaned or distributed. When the relevant December 31, 2013 compliance reporting requirements have been completed and assuming no changes from December 31, 2013 borrowing levels, we anticipate that the availability of Virgin Media and Unitymedia KabelBW will be limited to £139.4 million ($230.9 million) and €367.4 million ($506.6 million), respectively, and none of the liquidity of Liberty Puerto Rico, will be available under these tests to be loaned or distributed.

(c)

The estimated fair values of our debt instruments were 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 concerning fair value hierarchies, see note 7.

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

(e)	The amount reported in the estimated fair value column for the VM Convertible Notes represents the estimated fair value of the remaining VM Convertible Notes outstanding as of December 31, 2013, including both the debt and equity components.

(f)	For information regarding the Sumitomo Collar Loan, see note 6.

(g)	For information regarding the Ziggo Collar Loan, see note 6.

(h)

Represents amounts owed pursuant to interest-bearing vendor financing arrangements that are generally due within one year. At December 31, 2013 and 2012, the amounts owed pursuant to these arrangements include $47.3 million and $29.1 million, respectively, of value-added taxes that were 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 consolidated statements of cash flows.

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(i)	Includes outstanding borrowings under the VTR Wireless Bank Facility of $113.1 million and $91.9 million at December 31, 2013 and 2012, respectively. In January 2014, all outstanding amounts under the VTR Wireless Bank Facility were repaid and the VTR Wireless Bank Facility was canceled.

(j)

Primarily represents Unitymedia KabelBW’s obligations under duct network lease agreements with Deutsche Telekom AG (Deutsche Telekom) as the lessor. The original contracts were concluded in 2000 and 2001 and have indefinite terms, subject to certain mandatory statutory termination rights for either party after a term of 30 years. With certain limited exceptions, the lessor generally is not entitled to terminate these leases. For information regarding litigation involving these duct network lease agreements, see note 16.

(k)

At December 31, 2013 and 2012, Telenet’s capital lease obligations included €309.0 million ($426.1 million) and €284.4 million ($392.2 million), respectively, associated with Telenet’s lease of the broadband communications network of the four associations of municipalities in Belgium, which we refer to as the pure intercommunalues or the “PICs.” All capital expenditures associated with the PICs network are initiated by Telenet, but are executed and financed by the PICs through additions to this lease that are repaid over a 15-year term. These amounts do not include Telenet’s commitment related to certain operating costs associated with the PICs network. For additional information regarding this commitment, see note 16.

•	$507.1 million principal amount of 8.375% senior notes (the 2019 VM Dollar Senior Notes) and £253.5 million ($420.0 million) principal amount of 8.875% senior notes (the 2019 VM Sterling Senior Notes and, together with the 2019 VM Dollar Senior Notes, the 2019 VM Senior Notes). The 2019 VM Senior Notes were issued by Virgin Media Finance;

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$1.0 billion principal amount of 6.50% senior secured notes (the 2018 VM Dollar Senior Secured Notes) and £875.0 million ($1,449.6 million) principal amount of 7.0% senior secured notes (the 2018 VM Sterling Senior Secured Notes and, together with the 2018 VM Dollar Senior Secured Notes, the 2018 VM Senior Secured Notes). The 2018 VM Senior Secured Notes were issued by Virgin Media Secured Finance PLC (Virgin Media Secured Finance), a wholly-owned subsidiary of Virgin Media;

•

$447.9 million principal amount of 5.25% senior secured notes (the January 2021 VM Dollar Senior Secured Notes) and £628.4 million ($1,041.1 million) principal amount of 5.50% senior secured notes (the January 2021 VM Sterling Senior Secured Notes and, together with the January 2021 VM Dollar Senior Secured Notes, the January 2021 VM Senior Secured Notes). The January 2021 VM Senior Secured Notes were issued by Virgin Media Secured Finance;

•	$95.0 million principal amount of 5.25% senior notes (the 2022 VM 5.25% Dollar Senior Notes);

•	$118.7 million principal amount of 4.875% senior notes (the 2022 VM 4.875% Dollar Senior Notes) and £44.1 million ($73.1 million) principal amount of 5.125% senior notes (the 2022 VM Sterling Senior Notes and, together with the 2022 VM 4.875% Dollar Senior Notes and the 2022 VM 5.25% Dollar Senior Notes, the 2022 VM Senior Notes). The 2022 VM Senior Notes were issued by Virgin Media Finance;

•	$1.0 billion principal amount of 5.375% senior secured notes (the April 2021 VM Dollar Senior Secured Notes) and £1.1 billion ($1.8 billion) principal amount of 6.0% senior secured notes (the April 2021 VM Sterling Senior Secured Notes and, together with the April 2021 VM Dollar Senior Secured Notes, the April 2021 VM Senior Secured Notes); and

•	$530.0 million principal amount of 6.375% senior notes (the 2023 VM Dollar Senior Notes) and £250.0 million ($414.2 million) principal amount of 7.0% senior notes (the 2023 VM Sterling Senior Notes and, together with the 2023 VM Dollar Senior Notes, the 2023 VM Senior Notes).

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

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(a)

At December 31, 2013, our availability was limited to £653.6 million ($1,082.8 million). When the relevant December 31, 2013 compliance reporting requirements have been completed and assuming no changes from December 31, 2013 borrowing levels, we anticipate that our availability will be limited to £622.0 million ($1,030.5 million). The VM Revolving Facility has a commitment fee on unused and uncanceled balances of 1.3% per year.

(b)	The carrying values of VM Facilities B and C include the impact of discounts.

(c)	VM Facilities B and C have a LIBOR floor of 0.75%.

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(a)	Except as described in (d) below, amounts represent total third-party facility amounts at December 31, 2013 without giving effect to the impact of discounts.

(b)

At December 31, 2013, our availability under the UPC Broadband Holding Bank Facility was limited to €432.3 million ($596.1 million). When the relevant December 31, 2013 compliance reporting requirements have been completed, we anticipate that our availability under the UPC Broadband Holding Bank Facility will be limited to €726.7 million ($1,002.1 million). Facilities Q and AI have commitment fees on unused and uncanceled balances of 0.75% and 1.3% per year, respectively.

(c)	The carrying values of Facilities AF, AG and AH include the impact of discounts.

(d)	As further discussed in the below description of the UPCB SPE Notes, the amounts outstanding under Facilities V, Y, Z, AC and AD are eliminated in Liberty Global’s consolidated financial statements.

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(e)	Subsequent to December 31, 2013, all of the borrowings under Facilities R, S and AE were repaid . For additional information, see note 19.

(f)	Facilities AF and AH have LIBOR floors of 1.00% and 0.75%, respectively.

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(a)	Amounts include the impact of discounts, where applicable.

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(a)	Amounts include the impact of discounts, where applicable.

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(a)	Translations are calculated as of the May 4, 2012 transaction date.

(b)	The KBW Senior Notes tendered for exchange were exchanged for an equal principal amount of 9.5% senior notes issued by Unitymedia KabelBW due March 15, 2021 (the UM Senior Exchange Notes).

(c)	The KBW Euro Senior Secured Notes tendered for exchange were exchanged for an equal principal amount of 7.5% senior secured notes issued by Unitymedia Hessen and Unitymedia NRW GmbH (Unitymedia NRW) (each a subsidiary of Unitymedia KabelBW and together, the UM Senior Secured Notes Issuers) due March 15, 2019 (the UM Euro Senior Secured Exchange Notes).

(d)	The KBW Dollar Senior Secured Notes tendered for exchange were exchanged for an equal principal amount of 7.5% senior secured notes issued by the UM Senior Secured Notes Issuers due March 15, 2019 (the UM Dollar Senior Secured Exchange Notes and, together with the UM Euro Senior Secured Exchange Notes, the UM Senior Secured Fixed-Rate Exchange Notes).

(e)

The KBW Senior Secured Floating-Rate Notes tendered for exchange were exchanged for an equal principal amount of senior secured floating-rate notes issued by the UM Senior Secured Notes Issuers due March 15, 2018 (the UM Senior Secured Floating-Rate Exchange Notes and, together with the UM Senior Secured Fixed-Rate Exchange Notes, the UM Senior Secured Exchange Notes). The UM Senior Secured Floating-Rate Exchange Notes, prior to their redemption as described below, bore interest at a rate of EURIBOR plus 4.25%. We refer to the UM Senior Exchange Notes and the UM Senior Secured Exchange Notes collectively as the “UM Exchange Notes.”

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

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(a)	Except as described in (c) below, amounts represent total third-party facility amounts at December 31, 2013.

(b)	Telenet Facility S has a commitment fee on unused and uncanceled balances of 1.10% per year.

(c)	As described below, the amounts outstanding under Telenet Facilities M, N, O, P, U and V are eliminated in Liberty Global’s consolidated financial statements.

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(a)	The carrying amount includes the impact of a premiums.

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(a)	Amounts include the UPCB SPE Notes and the Telenet SPE Notes issued by the UPCB SPEs and the Telenet SPEs, respectively. As described above, the UPCB SPEs are consolidated by UPC Holding and the Telenet SPEs are consolidated by Telenet.

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(a)	Includes federal and state income taxes. Our U.S. state income taxes were not material during any of the years presented.

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(a)	The statutory or “expected” tax rate is the U.K. rate of 23% for 2013 and the U.S. rate of 35% for 2012 and 2011.

(b)	During the first quarter of 2013, it was announced that the U.K. corporate income tax rate will change to 21% in April 2014 and 20% in April 2015. This change in law was enacted in July 2013, and accordingly, the amount presented for 2013 reflects the impact of these future rate changes.

(c)	Amounts reflect statutory rates in jurisdictions in which we operate outside of the U.K. for 2013 and outside of the U.S. for 2012 and 2011.

(a)	Our current deferred tax assets and liabilities are included in other current assets and other accrued and current liabilities, respectively, and our non-current deferred tax assets and liabilities are included in other assets, net, and other long-term liabilities, respectively, in our consolidated balance sheets.

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(a)	Includes direct acquisition costs and the effects of derivative instruments, where applicable.

(b)	Excludes $186.7 million of aggregate cash consideration paid (excluding cash paid for accrued but unpaid interest) in connection with the LGI Notes Exchange, as further described in note 9. These cash payments reduced our availability under the share repurchase program in place at the time the payments were made.

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(a)	Includes share-based compensation expense related to Liberty Global performance-based restricted share units (PSUs) for all periods presented, the Challenge Performance Awards (as defined and described below) for the applicable 2013 period and our five-year performance-based incentive plans for our senior executives and certain key employees (the Liberty Global Performance Plans) for 2011.

(b)

In accordance with the terms of the Virgin Media Merger Agreement, we issued Liberty Global share-based incentive awards (Virgin Media Replacement Awards) to employees and former directors of Virgin Media in exchange for corresponding Virgin Media awards. In connection with the Virgin Media Acquisition, the Virgin Media Replacement Awards were remeasured as of June 7, 2013, resulting in an aggregate estimated fair value attributable to the post-acquisition period of $188.5 million. During the 2013 period following the Virgin Media Acquisition, Virgin Media recorded share-based compensation expense of $134.3 million, primarily related to the Virgin Media Replacement Awards, including $80.1 million that was charged to expense in recognition of the Virgin Media Replacement Awards that were fully vested on June 7, 2013 or for which vesting was accelerated pursuant to the terms of the Virgin Media Merger Agreement on or prior to December 31, 2013. The remaining June 7, 2013 estimated fair value will be amortized over the remaining service periods of the unvested Virgin Media Replacement Awards, subject to forfeitures and the satisfaction of performance conditions.

(c)

During the second quarters of 2013, 2012 and 2011, Telenet modified the terms of certain of its share-based incentive plans to provide for anti-dilution adjustments in connection with its shareholder returns. In connection with these anti-dilution adjustments, Telenet recognized share-based compensation expense of $32.7 million, $12.6 million and $15.8 million, respectively, and continues to recognize additional share-based compensation expense as the underlying options vest. In addition, during the first quarter of 2013, Telenet recognized expense of $6.2 million related to the accelerated vesting of options granted under the Telenet 2010 SSOP (as defined and described below).

(d)	Amounts relate to (i) the share-based compensation expense associated with the Liberty Global share-based incentive awards held by certain employees of the Chellomedia Disposal Group and (ii) during 2011, Austar’s long-term incentive plan.

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(a)

Amounts relate to awards granted or assumed by Liberty Global under (i) the Liberty Global, Inc. 2005 Incentive Plan (as amended and restated effective June 7, 2013) (the Liberty Global Incentive Plan), (ii) the Liberty Global, Inc. 2005 Nonemployee Director Incentive Plan (as amended and restated effective June 7, 2013) (the Liberty Global Director Incentive Plan), (iii) the Virgin Media Inc. 2010 Stock Incentive Plan (as amended and restated effective June 7, 2013) (the VM Incentive Plan) and (iv) certain other incentive plans of Virgin Media pursuant to which awards may no longer be granted. The Liberty Global Incentive Plan, the Liberty Global Director Incentive Plan and the VM Incentive Plan are described below.

(b)	Amounts relate to various equity incentive awards granted to employees of Telenet as described below.

(a)	The 2013 ranges shown for these assumptions exclude the awards for certain former employees of Virgin Media who were expected to exercise their awards immediately or soon after the Virgin Media Acquisition. For these awards, the assumptions used for expected life and volatility were essentially nil.

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(a)	The amounts shown as the grant-date fair values per share for these awards represent the June 7, 2013 market prices of the applicable LGI Series A or Series C common stock that were assigned to these awards when they were remeasured in connection with the Virgin Media Acquisition.

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(a)

Represents the number of options for which the performance criteria was set during the period. The fair value of these options was calculated on the date that the performance criteria was set using an expected volatility ranging from 20.5% to 23.3%, an expected life ranging from 3.3 years to 4.1 years, and a risk-free return ranging from 0.33% to 1.07%. The grant date fair value of these options ranged from €7.91 ($10.91) to €18.24 ($25.15).

(b)	Amount relates to options granted under the Telenet 2010 SSOP.

(c)	All of the vested options pursuant to the Telenet 2010 SSOP become exercisable during defined exercise periods following January 1, 2014 and have an expiration date of September 4, 2017. Vested options pursuant to the Telenet 2013 SSOP become exercisable during defined exercise periods following July 4, 2016 and have an expiration date of July 4, 2018.

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(a)	Amounts relate to the Virgin Media Acquisition.

(b)	The net liability related to our defined benefit plans is included in other long-term liabilities in our consolidated balance sheet.

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(a)

Relates to the purchase of an insurance contract by a trustee of one of our defined benefit plans. The insurance contract will pay an income stream to the plan which is expected to match all future cash outflows in respect of certain liabilities. The fair value of this insurance contract is presented as an asset of the plan and is measured based on the future cash flows to be received under the contract discounted using the same discount rate used to measure the associated liabilities.

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(a)	Amount relates to the Virgin Media Acquisition.

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(a)	Amounts primarily represent the noncontrolling interest owners’ share of our foreign currency translation adjustments.

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(a)	Amounts consist primarily of programming obligations.

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•	European Operations Division:

•	U.K. (Virgin Media)

•	Germany (Unitymedia KabelBW)

•	Belgium (Telenet)

•	The Netherlands

•	Switzerland

•	Other Western Europe

•	Central and Eastern Europe

•	Chile (VTR Group)

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(a)	The amounts presented for 2013 reflect the post-acquisition revenue and operating cash flow of Virgin Media from June 8, 2013 through December 31, 2013.

(b)

The intersegment eliminations that are applicable to revenue are related primarily to transactions between our European Operations Division and our continuing programming operations. The intersegment eliminations that are applicable to operating cash flow are related to transactions between our European Operations Division and the Chellomedia Disposal Group, which eliminations will no longer be recorded following the completion of the Chellomedia Transaction on January 31, 2014.

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(a)	At December 31, 2013, the long-lived assets and total assets of the Chellomedia Disposal Group are presented in long-term assets of discontinued operation in our consolidated balance sheet.

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(a)	The amount presented for 2013 reflects the post-acquisition property and equipment additions of Virgin Media from June 8, 2013 through December 31, 2013.

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(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.

(b)	In connection with the Virgin Media Acquisition, we determined that we would no longer externally report digital subscriber line (DSL) subscribers as revenue generating units (RGUs). Accordingly, we have reclassified the revenue from our DSL subscribers in Austria from broadband internet and fixed-line telephony subscription revenue to other revenue for all periods presented.

(c)	Mobile subscription revenue excludes $175.2 million, $35.1 million and $13.4 million, respectively, of mobile interconnect revenue. Mobile interconnect revenue and revenue from mobile handset sales are included in other revenue.

(d)

These amounts include B2B revenue from business broadband internet, video, voice, wireless 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 or fixed-line telephony services that are the same or similar to the mass marketed products offered to our residential subscribers. Revenue from SOHO subscribers, which aggregated $147.2 million, $59.7 million and $50.4 million, respectively, is included in cable subscription revenue.

(e)	Other revenue includes, among other items, interconnect, installation and carriage fee revenue.

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(a)	The amount presented for 2013 reflects the post acquisition revenue of Virgin Media from June 8, 2013 through December 31, 2013.

(b)	Primarily represents revenue of UPC DTH from customers located in Hungary, the Czech Republic, Romania and Slovakia.

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(a)	Primarily represents long-lived assets of the European Operations Division’s central operations, which are located in the Netherlands.

(b)	Primarily represents the assets of our corporate category.

(c)	At December 31, 2013, the long-lived assets of the Chellomedia Disposal Group are presented in long-term assets of discontinued operation in our consolidated balance sheet.

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Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

(1)

This table includes SARs with respect to 4,168,758 and 4,134,386 shares of Liberty Global Class A and Class C ordinary shares, respectively and PSARs with respect to 2,817,498 and 2,817,498 shares of Liberty Global Class A and Class C ordinary shares, respectively. Upon exercise, the appreciation of a SAR, which is the difference between the base price of the SAR and the then-market value of the underlying series of Liberty Global ordinary shares or in certain cases, if lower, a specified price, may be paid in shares of the applicable series of Liberty Global ordinary shares. Based upon the respective market prices of Liberty Global Class A and Class C ordinary shares at December 31, 2013 and excluding any related tax effects, 1,858,987 and 1,826,332 shares of Liberty Global Class A and Class C ordinary shares, respectively, would have been issued if all outstanding SARs had been exercised on December 31, 2013. For further information, see note 12 to our consolidated financial statements.

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(2)	In addition to the option, SAR and PSAR information included in this table, there are outstanding under the various incentive plans restricted shares and RSU awards (including PSUs) with respect to an aggregate of 1,650,324 shares of Liberty Global Class A ordinary shares and 1,519,298 shares of Liberty Global Class C ordinary shares.

(3)

The Liberty Global Incentive Plan permits grants of, or with respect to, Liberty Global Class A, Class B or Class C ordinary shares subject to a single aggregate limit of 50 million shares (of which no more than 25 million shares may consist of Class B shares), subject to anti-dilution adjustments. As of December 31, 2013, an aggregate of 238,907 ordinary shares were available for issuance pursuant to the incentive plan. For additional information, see note 7.

(4)

The non-employee Liberty Global Director Incentive Plan permits grants of, or with respect to, Liberty Global Class A, Class B or Class C ordinary shares subject to a single aggregate limit of 10 million shares (of which no more than five million shares may consist of Liberty Global Class B shares), subject to anti-dilution adjustments. As of December 31, 2013, an aggregate of 8,814,423 ordinary shares were available for issuance pursuant to the non-employee Liberty Global Director Incentive Plan. For additional information, see note 7.

(5)	The VM Incentive Plan permits grants of, or with respect to, any class of Liberty Global ordinary shares. As of December 31, 2013, an aggregate of 12,017,912 ordinary shares were available for issuance pursuant to the incentive plan. For additional information, see note 7.

(6)

Subsequent to December 31, 2013, our shareholders approved the Liberty Global 2014 Incentive Plan and the Liberty Global 2014 Nonemployee Director Incentive Plan (collectively, the Liberty Global 2014 Incentive Plans). The maximum number of Liberty Global shares with respect to which awards may be issued under the Liberty Global 2014 Incentive Plan and the Liberty Global 2014 Nonemployee Director Incentive Plan is 50 million (of which no more than 25 million shares may consist of Class B ordinary shares) and five million, respectively, in each case, subject to anti-dilution and other adjustment provisions in the respective plan. As the Liberty Global 2014 Incentive Plans have now been approved by our shareholders, no further awards will be granted under the Liberty Global Incentive Plan, the Liberty Global Director Incentive Plan or the VM Incentive Plan.

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Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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1.	DEFINITIONS AND INTERPRETATIONS    1

2.	THE FACILITIES    50

3.	CONDITIONS    59

4.	UTILISATION    61

5.	OPTIONAL CURRENCIES    63

6.	REPAYMENT OF REVOLVING FACILITY OUTSTANDINGS    64

7.	REPAYMENT OF TERM FACILITY OUTSTANDINGS    65

8.	CANCELLATION    66

9.	VOLUNTARY PREPAYMENT    68

10.	MANDATORY PREPAYMENT AND CANCELLATION    70

11.	INTEREST ON REVOLVING FACILITY ADVANCES    74

12.	INTEREST ON TERM FACILITY ADVANCES    75

13.	MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES    77

14.	COMMISSION AND FEES    79

15.	TAX GROSS-UP AND INDEMNITIES    81

16.	INCREASED COSTS    86

17.	ILLEGALITY    88

18.	MITIGATION    88

19.	REPRESENTATIONS AND WARRANTIES    89

20.	FINANCIAL COVENANTS    96

21.	UNDERTAKINGS    101

22.	ACCEDING GROUP COMPANIES    129

23.	EVENTS OF DEFAULT    130

24.	DEFAULT INTEREST    136

25.	GUARANTEE AND INDEMNITY    137

26.	ROLE OF THE FACILITY AGENT, THE ARRANGERS AND OTHERS    141

27.	BORROWERS’ INDEMNITIES    150

28.	CURRENCY OF ACCOUNT    151

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29.	PAYMENTS    152

30.	SET-OFF    155

31.	SHARING AMONG THE FINANCE PARTIES    155

32.	CALCULATIONS AND ACCOUNTS    157

33.	ASSIGNMENTS AND TRANSFERS    158

34.	COSTS AND EXPENSES    171

35.	REMEDIES AND WAIVERS    173

36.	NOTICES AND DELIVERY OF INFORMATION    173

37.	ENGLISH LANGUAGE    176

38.	PARTIAL INVALIDITY    176

39.	AMENDMENTS    176

40.	THIRD PARTY RIGHTS    181

41.	COUNTERPARTS    182

42.	GOVERNING LAW    182

43.	JURISDICTION    182

44.	COMPLETE AGREEMENT    184

SCHEDULE 1	185

SCHEDULE 2 MEMBERS OF THE BANK GROUP	188

SCHEDULE 3 CONDITIONS PRECEDENT	189

SCHEDULE 4 FORM OF UTILISATION REQUEST	196

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SCHEDULE 5 FORM OF TRANSFER DEED	198

SCHEDULE 6 FORM OF TRANSFER AGREEMENT	203

SCHEDULE 7 FORM OF ACCESSION NOTICE	210

SCHEDULE 8 ACCESSION DOCUMENTS	215

SCHEDULE 9	218

SCHEDULE 10 FORM OF INCREASE CONFIRMATION	224

SCHEDULE 11 TIMETABLE	226

SCHEDULE 12 LIST OF DESIGNATED ENTITIES	227

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(1)	LGE HOLDCO VII B.V. (the “Original Borrower” and “Original Guarantor”);

(1)	BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED, CREDIT SUISSE AG, LONDON    BRANCH. (the “Global Coordinator”);

(2)	CERTAIN BANKS AND FINANCIAL INSTITUTIONS AS SET OUT IN PART 2 OF SCHEDULE 1 (each a “Bookrunner” and together, the “Bookrunners”);

(3)	CERTAIN BANKS AND FINANCIAL INSTITUTIONS AS SET OUT IN PART 3 OF SCHEDULE 1 (each a “Mandated Lead Arranger” and together, the “Mandated Lead Arrangers”);

(4)	THE BANK OF NOVA SCOTIA (as facility agent for an on behalf of the Finance Parties, the “Facility Agent”);

(5)	ING BANK N.V. (as security agent for and on behalf of the Finance Parties, the “Security Agent”); and

(6)	THE LENDERS (as defined below).

1.	DEFINITIONS AND INTERPRETATIONS

1.1	Definitions

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(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 Bidco).

(a)	if the 1992 Master Agreement is used, “Second Method” and either “Loss” or “Market Quotation” are specified as the payment method applicable;

(b)	if the 2002 Master Agreement is used, the relevant agreement provides for two way payments; and

(c)	the governing Law is English or New York Law.

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(a)	the date specified in the relevant Additional Facility Accession Deed; and

(b)	the date on which the conditions set out in paragraph (c) of Clause 2.6 Additional Facilities) are satisfied.

(a)	that are issued by Bidco Parent after the date of this Agreement pursuant to an Additional Senior Unsecured 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 issuance 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 and cross-acceleration;

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(d)	that are unsecured except that they may be secured by a pledge of the shares in the relevant issuer or, in each case, one of their parent companies;

(e)	that, if guaranteed, are not guaranteed by any member of the Group; and

(f)	that are designated as “Additional Senior Unsecured Notes” and “Bidco Parent Debt” by written notice from Bidco to the Facility Agent and the Security Agent by the date when the consolidated financial statements are due to be provided pursuant to Clause 21.2 (Financial Information) for the first full Financial Quarter after the issuance of the relevant notes.

(a)	when designated “US$ B4 Facility”, the principal amount of each advance made or to be made under the US$ B4 Facility or arising in respect of the US$ B4 Facility under Clause 12.3 (Consolidation and Division of Term Facility Advances);

(b)	when designated “EUR B4 Facility”, the principal amount of each advance made or to be made under the EUR B4 Facility or arising in respect of the EUR B4 Facility under Clause 12.3 (Consolidation and Division of Term Facility Advances);

(c)	when designated “Revolving Facility”, the principal amount of each advance made or to be made under the Revolving Facility;

(d)	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 12.3 (Consolidation and Division of Term Facility Advances); or

(e)	without any such designation, the “Additional Facility Advance”, the “US$ B4 Facility Advance”, the “EUR B4 Facility Advance” and/or the “Revolving Facility Advance”, as the context requires,

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(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 updates or replacements to the laws listed above in paragraphs (a) to (c) which are enacted in the United States subsequent to the date of this Agreement.

(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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(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,

(a)	in respect of the US$ B4 Facility and the EUR B4 Facility, the period from and including the Acquisition Unconditional Date to and including the earlier to occur of: (i) the date falling 15 months and two weeks from the Signing Date; and (ii) 60 Business Days from the Closing Date; and

(b)	in respect of the Revolving Facility, the period from and including the Acquisition Unconditional Date to and including the date falling one month prior to the Final Maturity Date.

(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 Advance under that Additional Facility, the amount of its share of (i) such Additional Facility Advance (converted into the currency of that Additional Facility Commitment at the Facility Agent’s Spot Rate of Exchange at that time if required) which, pursuant to any other Utilisation Request is to be made on or before the proposed Utilisation Date and (ii) any Additional Facility Advance (converted into the currency of that Additional Facility Commitment at the Facility Agent’s Spot Rate of Exchange at that time if

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(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 Euro Amount of its share of (i) such Revolving Facility Advance which pursuant to any other Utilisation Request is to be made, and (ii) any Revolving Facility Advance which is due to be repaid or prepaid on or before the proposed Utilisation Date,

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(a)	Senior Unsecured Notes;

(b)	the Subordinated Bridge Facility Agreement; and/or

(c)

any Financial Indebtedness incurred after the Signing Date where the incurrence of such Financial Indebtedness would not result in the pro forma ratio (giving effect to such incurrence and the ultimate use of proceeds thereof) on the Quarter Date prior to such incurrence (giving pro forma effect to any movement of cash out of the Group since such date pursuant to any Permitted Payments) exceeding the ratio set out in Clause 20.2(b) (Financial Ratios) for the Quarter Date following such incurrence,

(a)	may not be required to 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 not required to be cash paid or is paid 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 Bidco Intercreditor Agreement; and

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(a)	which is subordinated to the Facilities pursuant to the terms of the Bidco Intercreditor Agreement; and

(b)	if not already subject to Security created under the Bidco Security Documents, Security in favour of the Security Agent on terms satisfactory to the Security Agent is promptly granted by the relevant creditor over its rights.

(a)	the Bidco Share Pledge and the Bidco Proceeds Loan Pledge;

(b)	any security documents required to be delivered in respect of an Acceding Obligor pursuant to Clauses 22 (Acceding Group Companies);

(c)	any other document executed at any time by Bidco Parent, a Borrower or any other person conferring or evidencing any Security Interest for or in respect of any of the obligations of the Borrower under this Agreement in favour of the Security Agent whether or not specifically required by this Agreement; and

(d)	any other document executed at any time pursuant to paragraph (b) of Clause 21.14 (Further Assurance),

(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;

(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

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(b)	for the purposes of Clause 9.5 (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 9.5 (Notice of Prepayment or Cancellation).

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

(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.

(a)	all Cash Equivalent Investments; and

(b)	cash (in cleared balances) denominated in euro (or any other currency freely convertible into euro) and credited to an account in the name of a member of the Group or Bidco Parent with an Acceptable Bank and to which such member of the Group or Bidco Parent is alone (or together with other members of the Group) 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 2 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 Total Net Debt,

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(A)	repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of the Group or Bidco Parent 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 Group or Bidco Parent in the ordinary course of their banking arrangements and any security interest granted in connection therewith; and

(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 Group or Bidco Parent (as applicable).

(a)	debt securities which are freely negotiable and marketable:

(iii)	which mature not more than 12 months from the relevant date of calculation; and

(iv)	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% of whose assets constitute Cash Equivalent Investments of the type described in paragraphs (a) to (d) of this definition;

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(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 Group or Bidco Parent 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 Economic Area, any Participating Member State or any country in which a member of the Group or Bidco Parent 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 A3 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 than seven days from underlying securities of the types described in (e), (f) and (g) entered into with an Acceptable Bank; or

(j)	any other debt security approved by the Instructing Group,

(a)	the date falling 60 Business Days from the Closing Date; or

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(b)	the date falling 15 months and two weeks from the Signing Date.

(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 out 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; and

(iii)	any amount of that Additional Facility assumed by it in accordance with Clause 2.2 (Increase);

(b)	when designated “US$ B4 Facility” in relation to a Lender and a US$ B1 Facility at any time and save as otherwise provided in this Agreement:

(i)	in relation to an Original Lender, the amount set out opposite its name in the relevant column of Schedule 1 (Lenders and Commitments) and any amount of any other US$ B4 Facility Commitment transferred to it under this Agreement or the amount assumed by it in accordance with Clause 2.2 (Increase); and

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(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 and any amount of any other US$ B4 Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase);

(c)	when designated “EUR B4 Facility” in relation to a Lender and a EUR B4 Facility at any time and save as otherwise provided in this Agreement:

(i)	in relation to an Original Lender, the amount set out opposite its name in the relevant column of Schedule 1 (Lenders and Commitments) and any amount of any other EUR B4 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 and any amount of any other EUR B4 Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase);

(d)	when designated “Revolving Facility” save as otherwise provided in this Agreement:

(i)	in relation to an Original Lender, the amount set out opposite its name in the relevant column 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, as specified in the Transfer Deed or the Transfer Agreement pursuant to which such Lender becomes a Party 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),

(a)	not cancelled, reduced or transferred by it under this Agreement; and

(b)	without any such designation, means “Additional Facility Commitment”, “US$ B4 Facility Commitment”, “EUR B4 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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(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);

(b)	which has otherwise rescinded or repudiated a Finance Document; or

(c)	with respect to which an Insolvency Event has occurred and is continuing,

(i)	its failure to pay is caused by:

(A)	administrative or technical error; or

(B)	a Disruption Event,

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(ii)	the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

(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.

(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 Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; 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 Finance Party to this Agreement preventing that, or any other Finance Party:

(i)	from performing its payment obligations under the Finance Documents; or

(ii)	from communicating with other parties in accordance with the terms of the Finance Documents,

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(a)	the rate per annum for deposits in euro which appears on the Relevant Page for such period at or about 11.00 a.m. (Brussels time) on the Quotation Date for such period;

(b)	if no such rate is displayed and the Facility Agent shall not have selected an alternative service on which such rate is displayed as contemplated by the definition of “Screen Rate”, the Interpolated Screen Rate; or

(c)

if no such rate is displayed and the Facility Agent shall not have selected an alternative service on which such rate is displayed as contemplated by the definition of “Screen Rate” and it is not possible to calculate an Interpolated Screen Rate, the arithmetic mean (rounded upwards, if not already such a multiple, to 4 decimal places) of the rates (as notified to the Facility Agent) at which each of the Reference Banks was offering to prime banks in the European Interbank Market deposits in euro for such period at or about 11.00 a.m. (Brussels time) on the Quotation Date for such period,

(a)	in relation to an Advance denominated in euro, the amount thereof, and in relation to any other Advance, the euro equivalent of the amount specified in the Utilisation Request (as at the date thereof) for that Advance, in each case, as

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(b)	in relation to any Outstandings, the aggregate of the Euro Amounts (calculated in accordance with paragraphs (a) above) of each outstanding Advance, made under the relevant Facility or Facilities (as the case may be).

(a)	sections 1471 to 1474 of the Code or any associated regulations or other official guidance;

(b)	any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or

(c)	any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

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(a)	in respect of the Revolving Facility, 30 June 2020;

(b)	in respect of the EUR B4 Facility and the US$ B4 Facility, 15 January 2022; and

(c)	in respect of an Additional Facility, as agreed by Bidco and the relevant Additional Facility Lenders in the relevant Additional Facility Accession Deed, but subject to Clause 2.6 (Additional Facilities).

(a)	this Agreement and any Accession Notice;

(b)	the Fee Letter;

(c)	the Bidco Intercreditor Agreement;

(d)	the Bidco Security Documents;

(e)	each Additional Facility Accession Deed;

(f)	each Utilisation Request; and

(g)	any Selection Notice.

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(a)	money borrowed or raised and debit balances at banks or other financial institutions;

(b)	any bond, note, loan stock, debenture or similar debt instrument;

(c)	acceptance or documentary credit facilities;

(d)	receivables sold or discounted (otherwise than on a non-recourse basis and other than in the normal course of business for collection);

(e)	payments for assets acquired or services supplied deferred for a period of over 180 days (or 360 days if such deferral is in accordance with the terms pursuant to which the relevant assets were or are to be acquired or services were or are to be supplied) after the relevant assets were or are to be acquired or the relevant services were or are to be supplied, or after the relevant invoice date;

(f)	any other transaction (including without limitation forward sale or purchase agreements) having the commercial effect of a borrowing or raising of money or any of (a) to (e) above;

(g)	guarantees in respect of indebtedness of any person falling within any of paragraphs (a) to (f) above (including for the avoidance of doubt, without double counting, guarantees given by a member of the Group for the indebtedness of the type falling within (a) to (f) above of another member of the Group);

(h)

(for the purposes of Clause 23.5 (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);

(i)	any indebtedness which has been cash-collateralised, to the extent so cash-collateralised;

(ii)	any deposits or prepayments received by any member of the Group from a customer or subscriber for its service;

(iii)	indebtedness which is in the nature of equity (other than redeemable shares);

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(iv)	obligations under Finance Leases;

(v)

any indebtedness in respect of any transaction or series of transactions that may be entered into by any member of the Bank Group pursuant to which any member of the Bank Group may sell, convey or otherwise transfer to (1) an Asset Securitisation Subsidiary (in the case of a transfer by any member of the Bank Group) and (2) any other person (in the case of a transfer by an Asset Securitisation Subsidiary) may grant a security interest in, any receivables (whether now existing or arising in the future) of any member of the Bank Group, and any assets related thereto including, without limitation, all collateral securing such receivables, all contracts and all guarantees or other obligations in respect of such accounts receivable, the proceeds of such receivables and other assets which are customarily transferred, or in respect of which security interests are customarily granted, in connection with asset securitisation involving receivables; and

(vi)	any “parallel debt” obligations to the extent such obligations mirror other Financial Indebtedness.

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(a)

costs (including all professional fees and expenses) incurred by any Holding Company of Bidco 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 or instrument relating to Financial Indebtedness of Bidco or any member of the Bank Group;

(b)	indemnification obligations of any Holding Company of Bidco 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 its ownership of Bidco or the conduct of the business of the Group and the Bank Group;

(c)	obligations of any Holding Company of Bidco from time to time in respect of director and officer insurance (including premiums therefor) with respect to its ownership of Bidco or the conduct of the business of the Group and the Bank Group;

(d)	general corporate overhead expenses, including professional fees and expenses and other operational expenses of any Holding Company of Bidco from time to time related to the ownership or operation of the business of Bidco (or its Holding

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(e)

fees and expenses payable by any Holding Company of Bidco in connection with any transactions to effect or consummate the Ziggo Acquisition, including transactions to consolidate the holding of share capital in Ziggo N.V., which may include the contribution of an Affiliate entity by a Holding Company of Bidco (“Contributed Entity”) which Contributed Entity holds share capital in Ziggo N.V., (2) intercompany indebtedness (A) by LGE HoldCo VI B.V., the Contributed Entity or a Restricted Subsidiary to an Affiliate or (B) by an Affiliate to the Contributed Entity or a Restricted Subsidiary, in each case, to effect or consummate the Ziggo Acquisition, including transactions to consolidate the holding of share capital in Ziggo N.V., (3) any intercompany Financial Indebtedness by LGE HoldCo VI B.V. to any of its Affiliates as part of any pushdown of LGE HoldCo VI B.V.’s notes (provided that such Financial Indebtedness is extinguished upon, or shortly after, completion such pushdown, (4) the other transactions contemplated by such pushdown, (5) any transaction to effect or consummate the Post-Closing Reorganisation and (6) payment of fees, costs and expenses in connection with the Ziggo Acquisition (including transactions to consolidate the holding of share capital in Ziggo N.V.), such pushdown and the Post-Closing Reorganisation; and

(f)	to the extent that it would not constitute unlawful financial assistance within the meaning of sections 2:98c of the Dutch Civil Code (provided that this limitation shall cease to be applicable to a Dutch limited liability company upon the abolishment of sections 2:98c of the Dutch Civil Code), all costs, liabilities and expenses of Bidco and Bidco Parent in relation to the Ziggo Acquisition.

(a)	it has failed to make (or has notified a Finance Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b)	the Facility Agent otherwise rescinds or repudiates a 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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(i)	its failure to pay is caused by:

(A)	administrative or technical error; or

(B)	a Disruption Event,

(ii)	the Facility Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

(a)	any reduction in the rate of return from a Facility or on a 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 Finance Document,

(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;

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(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;

(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.

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(a)	the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the relevant period on which interest is to accrue; and

(b)	the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the relevant period on which interest is to accrue,

(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 or any central bank or other fiscal, monetary, regulatory or administrative authority.

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(a)	an Original Lender;

(b)	a person which has become a Party as a Lender in accordance with the provisions of Clause 33 (Assignments and Transfers); and

(c)	a person which has become a party to this Agreement as a Lender by executing an Additional Facility Accession Deed,

(a)	the rate per annum which appears on the Relevant Page for such period at the Specified Time on the Quotation Date for such period;

(b)	if no such rate is displayed and the Facility Agent shall not have selected an alternative service on which such rate is displayed as contemplated by the definition of “Screen Rate”, the Interpolated Screen Rate; or

(c)

if no such rate is displayed and the Facility Agent shall not have selected an alternative service on which such rate is displayed as contemplated by the definition of “Screen Rate” and it is not possible to calculate an Interpolated Screen Rate, the arithmetic mean (rounded upwards, if not already such a multiple, to the nearest 4 decimal places) of the rates (as notified to the Facility Agent) at which each of the Reference Banks was offering to prime banks in the London interbank market deposits in the relevant currency for such period at or about 11.00 a.m. on the Quotation Date for such period,

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(a)	Bidco or the Facility Agent has requested the Lenders to consent to an amendment to, or waiver, of any provision of the Finance Documents;

(b)	the consent or amendment in question requires the agreement of the Lenders affected thereby pursuant to Clause 39.2 (Consents) (and such Lender is one of the Lenders affected thereby);

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(c)	Lenders representing not less than 80% of the Commitments or Outstandings, as the case may be, of the Lenders affected thereby have agreed to such consent or amendment; and

(d)	Bidco has notified the Lender it will treat it as a Non-Consenting Lender.

(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% of the relevant Commitments have agreed to comply with their obligations to participate in such Advance; and

(iii)	Bidco 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.

(a)	is readily available to banks in the London interbank market, and is freely convertible into euro 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.

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(a)	any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security given, or other transaction arising, under the Finance Documents;

(b)	transactions (other than (i) any sale or acquisition, 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;

(c)	any payments, loans, guarantees, indemnities, acquisitions, disposals, Financial Indebtedness, liabilities or other transactions contemplated by or required to achieve the Ziggo Acquisition, or any of the steps set out in the Structure Memorandum or the Funds Flow Memorandum;

(d)	the Post-Closing Reorganisation;

(e)	the Debt Pushdown;

(f)	the Spin-Off; and

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(g)	any transaction with the prior consent of the Instructing Group.

(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 Borrower 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 Euro Amount of such Advance or Advances to the total Euro 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 Euro Amount of the Outstandings to the Euro Amount of all the Outstandings for the time being.

(a)	if the relevant currency is USD, the first day of that period;

(b)	if the relevant currency is euro, 2 TARGET Days before the first day of that period; or

(c)	in relation to any other currency, 2 Business Days before the first day of that period,

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(a)	in relation to any Revolving Facility Advance or Additional Facility Advance in relation to a revolving facility, the last day of its Term;

(b)	in respect of any Additional Facility Outstandings (other than in relation any Additional Facility that is a revolving facility), the EUR B4 Facility Outstandings and the US$ B4 Facility Outstandings, on the relevant Final Maturity Date,

(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.

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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% of the Available Revolving Facility; and

(b)	thereafter, a Lender or group of Lenders to whom in aggregate more than 50% 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,

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(a)	in relation to LIBOR, the London interbank offered rate administered by the British Bankers Association (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 Reuters screen (or any replacement Reuters page which displays that rate); and

(b)	in relation to EURIBOR, the euro interbank offered rate administered by the Banking Federation of the European Union (or any other person which takes over the administration of that rate) for the relevant period displayed on page EURIBOR01 of the Reuters screen (or any replacement Reuters page which displays that rate),

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(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) unless any excess principal amount constitutes Additional Senior Unsecured Notes;

(b)	it is unsecured, except that where such Financial Indebtedness is issued by Bidco Parent, it may be secured by a pledge of the shares in Bidco Parent or one of its Holding Companies; and

(c)	if such Financial Indebtedness is guaranteed, it is not guaranteed by any member of the Group,

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(a)	constitutes Bidco Parent Intercompany Debt; or

(b)	constitutes Bidco Parent Equity Equivalent Funding,

(i)	an on-loan from Bidco Parent to Bidco is subordinated pursuant to the Bidco Intercreditor Agreement and the rights of Bidco Parent in respect of the on loan (or the rights of the relevant member of the Wider Group in respect of the loan to the Group) are secured pursuant to the Bidco

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(ii)	in respect of any loan advanced directly to a member of the Group that is a member of the Bidco Group, the creditor of such loan promptly provides Security in respect of its rights in relation to the loan in favour of the Security Agent on substantially similar terms as the Bidco Proceeds Loan Pledge.

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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;

(b)	in relation to the EUR B4 Facility and the US$ B4 Facility, the date which is 15 days prior to the Final Maturity Date in respect of the EUR B4 Facility and the US$ B4 Facility (as applicable); and

(c)	in relation to each Additional Facility, the Additional Facility Termination Date specified in the relevant Additional Facility Accession Deed.

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(a)	value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature imposed in compliance with the Council Directive 2006/112/EC on the common system of value added tax as implemented by a member state of the European Union; and

(b)	any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

(a)	shares in Ziggo N.V. pursuant to the Ziggo Acquisition Agreement that together with any other shares in Ziggo N.V. held by Affiliates of Liberty Global plc, represent at least 65 per cent. of the outstanding shares in Ziggo N.V. (the “Initial Acquisition”); and

(b)	after the Initial Acquisition, any additional shares in Ziggo N.V. from minority shareholders in that entity and the acquisition of any other related assets to facilitate the occurrence of the Full Ownership Date.

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1.2	Accounting Expressions

1.3	Construction

(a)	“Bidco”, “Bidco Parent”, the “Facility Agent”, the “Ziggo Facility Agent”, the “Global Coordinator”, a “Mandated Lead Arranger”, a “Bookrunner”, the “Security Agent”, a “Hedge Counterparty” 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 Bidco on or 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

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(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

(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,

(g)

“guarantee” means (other than in Clause 25 (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

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(i)	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);

(j)	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, department or of any regulatory or other authority;

(k)	a “repayment” shall include a “prepayment” and references to “repay” or “prepay” shall be construed accordingly;

(l)	“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;

(m)

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;

(n)	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;

(o)	when determining the euro equivalent amount for the purposes of the “Instructing Group” and/or “Non-Consenting Lender” and for all other purposes other than under Clause 20 (Financial Covenants), the Facility Agent shall determine the amount of:

(i)	any undrawn commitments denominated in 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 EUR B4 Facility and the US$ B4 Facility or the Revolving Facility) or on the date of the relevant Additional Facility Accession Deed (in the case of an Additional Facility); and

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(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

1.5	Statutes

1.6	Time

1.7	References to Agreements

(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	Borrowers

1.9	No Personal Liability

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1.10	Bidco Intercreditor Agreement

(a)	This Agreement is entered into subject to, and with the benefit of, the terms of the Bidco Intercreditor Agreement.

(b)	Notwithstanding anything to the contrary in this Agreement, the terms of the Bidco Intercreditor Agreement will prevail if there is a conflict between the terms of this Agreement and the terms of the Bidco Intercreditor Agreement.

1.11	Dutch Terms

(a)	a “necessary actions to authorise” where applicable, includes without limitation:

(i)	any action required to comply with the Works Councils Act of The Netherlands (Wet op de ondernemingsraden); and

(ii)	obtaining an unconditional positive or neutral advice (advies) from the competent works council(s).

(b)	“financial assistance” means any act not permitted by Article 2:98c of the Dutch Civil Code;

(c)	a “Security Interest” includes any mortgage (hypotheek), pledge (pandrecht), retention of title arrangement (eigendomsvoorbehoud), right of retention (recht van retentie), right to reclaim goods (recht van reclame), and, in general, any right in rem (beperkt recht), created for the purpose of granting security (goederenrechtelijk zekerheidsrecht);

(d)	a “winding-up”, “administration” or “dissolution” includes a Dutch entity being declared bankrupt (failliet verklaard) or dissolved (ontbonden);

(e)	a “moratorium” includes surseance van betaling and “granted a moratorium” includes surseance verleend;

(f)	any step or procedure taken in connection with insolvency proceedings includes a Dutch entity having filed a notice under Section 36 of the Tax Collection Act of The Netherlands (Invorderingswet 1990);

(g)	a “trustee in bankruptcy” includes a curator;

(h)	an “administrator” includes a bewindvoerder;

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(i)	an “attachment” includes a beslag;

(j)	“gross negligence” means grove schuld;

(k)	“negligence” means schuld;

(l)	“wilful misconduct” means opzet; and

(m)	a “merger” means a fusie.

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2.	THE FACILITIES

2.1	The Facilities

(a)	US$ B4 Facility: to the US Borrower only, a Dollar term loan facility in a maximum amount of the aggregate US$ B4 Facility Commitments (being an amount of US$ 0 (nil) on the date of this Agreement) (“US$ B4 Facility”);

(b)	EUR B4 Facility: to the Borrower (other than to the US Borrower), a euro term loan facility in a maximum amount of the aggregate EUR B4 Facility Commitments (being an amount of €434,000,000 on the date of this Agreement) (“EUR B4 Facility”); and

(c)

to the Borrower (other than to the US Borrower), a multi-currency revolving loan facility, 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 €650,000,000 on the date of this Agreement) (the “Revolving Facility”), which shall be available for drawing in euro, Dollars or any Optional Currency.

2.2	Increase

(a)

Notwithstanding Clause 2.1 (The Facilities) above, and in addition to paragraph (b) below, Bidco may with the prior consent of a Lender, any bank, financial institution, trust, fund or any other entity selected by Bidco (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)	it shall be a condition to any Utilisation of any new Commitment that Bidco 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 on a pro forma basis (taking into account such drawing and the use of proceeds of such drawing);

(iii)	the provisions of Clause 21.21 (Debt Incurrence Pre-Debt Pushdown Date) would be complied with; and

(iv)	each Increase Lender provides its prior consent and confirms its willingness to assume and 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 by executing an Increase Confirmation.

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(b)	Bidco 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 8.6 (Right of Cancellation in relation to a Defaulting Lender); or

(ii)	the Commitments of a Lender in accordance with Clause 17 (Illegality),

(c)	Bidco may pay to any Increase Lender a fee in the amount and at the times agreed between Bidco and the Increase Lender.

(d)	Each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those 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 relating to a Facility shall take effect on the date specified by Bidco in any relevant notice referred to in paragraph (a) or (b) above (as applicable) or any later date on which the conditions set out in paragraph (f) below are satisfied.

(g)	An increase in the Commitments relating to a Facility will only be effective on:

(i)	the execution by the Facility Agent of an Increase Confirmation from the relevant Increase Lender; and

(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 Bidco Intercreditor Agreement and the Loss Sharing Deed; and

(B)	the performance by the Facility Agent of all necessary “know your client” or other similar checks under all applicable laws and

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(h)	Each Increase Lender, by executing an 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.

(i)	The execution by Bidco of an Increase Confirmation constitutes confirmation by each Guarantor that its obligations under Clause 25 (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.

(j)	Clause 33.8 (Limitation of Responsibility of Transferor) shall apply mutatis mutandis in this Clause 2.2 (Increase) in relation to any 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 US$ B4 Facility and the EUR B4 Facility shall be applied:

(i)	towards financing:

(A)

a portion of the purchase price payable in relation to the Ziggo Acquisition (including, without limitation, the acquisition of any shares in Ziggo N.V. from its minority shareholders after the Closing Date for the purposes of the acquisition of any additional shares in Ziggo N.V. following the Closing Date and the acquisition of assets to facilitate the occurrence of the Full Ownership Date); and

(B)	directly or indirectly the repayment, redemption or refinancing of any other Financial Indebtedness used directly or indirectly to acquire shares in Ziggo N.V.;

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(ii)

towards financing any original issue discount, fees, costs and expenses (including, without limitation, legal fees, interest payments, make-whole or other premiums and any other redemption amounts) due and payable in connection with (a)(i) above and any other fees, costs and expenses (including, without limitation, legal fees) incurred by the Obligors or Bidco Parent or any of their Affiliates in connection with the negotiation and preparation of the Finance Documents; and

(iii)	for the general corporate purposes of the Group.

(b)	The Revolving Facility shall be applied for the purposes of financing any original issue discount, towards any purpose set out in paragraph (a) above, the ongoing working capital requirements and the general corporate purposes of the Group and may be utilised by way of Revolving Facility Advances.

(c)	The Borrower shall apply all amounts borrowed under this Agreement in or towards satisfaction of the purposes referred to in paragraphs (a) to (b) above (as applicable) and none of the Finance Parties shall be obliged to concern themselves with such application.

2.4	Refinancing Rollover

(a)	Each Lender under the Term Facilities shall, promptly and in accordance with a timetable specified in writing by Bidco:

(i)

(if the Ziggo Parent has notified the Ziggo Facility Agent that it wishes to establish an Additional Facility under (and as defined in) the Refinancing Facilities Agreement for the purposes of refinancing the Term Facilities) accede to the Refinancing Facilities Agreement as an Additional Facility Lender thereunder by the execution of an Additional Facility Accession Deed (substantially in the form set out in part 1 of schedule 9 of the Refinancing Facilities Agreement with such amendments as may be agreed between the Ziggo Parent and such Lender). Immediately upon such accession, the Commitments of each Lender will be rolled over (on a cashless basis) into Commitments (as defined in the Refinancing Facilities Agreement) in respect of an Additional Facility (as defined in the Refinancing Facilities Agreement) made available under the Refinancing Facilities Agreement (the “Additional Refinancing Facilities”), whereupon the Term Facilities will be deemed to be cancelled and repaid up to the amount notified by the Ziggo Parent to the Ziggo Facility Agent in accordance with clause 2.6 (Acquisition Facilities Refinancing) of the Acquisition Facilities Agreement by a simultaneous deemed borrowing in that amount under the Additional Refinancing Facilities pursuant to terms of the Refinancing Facilities Agreement (the “Additional Refinancing Rollover”); and

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(ii)

(if the Ziggo Parent has notified the Facility Agent that it wishes to increase the commitments under clause 2.2 (Increase) of the Refinancing Facilities Agreement for the purposes of refinancing the Term Facilities) accede to the Refinancing Facilities Agreement as an Increase Lender thereunder by the execution of an Increase Confirmation (substantially in the form set out in, schedule 16 of (and as defined in) the Refinancing Facilities Agreement). Immediately upon the execution of such Increase Confirmation, the Commitments of each Lender under the Term Facilities will be rolled over (on a cashless basis) into new Commitments under (and as defined in) the Refinancing Facilities Agreement (the “Increase Refinancing Facilities” and together with the Additional Refinancing Facilities, the “Refinancing Facilities”), whereupon the Term Facilities will be deemed to be cancelled and repaid up to the amount notified by the Ziggo Parent to the Ziggo Facility Agent in accordance with clause 2.2(a)(iv) (Increase) of the Acquisition Facilities Agreement by a simultaneous deemed borrowing in that amount under the Increase Financing Facilities pursuant to terms of, the Refinancing Facilities Agreement (the “Increase Refinancing Rollover”, and together with the Additional Refinancing Rollover, the “Refinancing Rollover”);

(iii)	if not already a party thereto in that capacity, accede to the Ziggo Intercreditor Agreement as a Senior Secured Creditor (as defined in the Ziggo Intercreditor Agreement) by the execution of a Creditor/Agent Accession Undertaking (substantially in the form set out in schedule 4 of (and as defined in) the Ziggo Intercreditor Agreement).

(b)

The notice provisions of Clause 8.1 (Voluntary Cancellation) and Clause 9.1 (Voluntary Prepayment) shall not apply to any cancellation or prepayment effected pursuant to the operations of this Clause 2.4. For the avoidance of doubt, following the completion of a Refinancing Rollover, the terms applicable to the Commitments will be replaced by the terms set out in the Refinancing Facilities Agreement and the Additional Refinancing Facilities or the Increase Refinancing Facilities, as applicable

(c)	A Refinancing Rollover shall not be subject to any conditionality other than as set out in this Clause 2.4 and in the Refinancing Facilities Agreement and for the avoidance of doubt, there shall be no requirement to meet any incurrence test or to certify compliance with any financial covenants contained in this Agreement (or the Refinancing Facilities Agreement).

(d)	Each Lender hereby acknowledges and agrees that the Facility Agent shall, and shall be permitted to, execute and deliver on behalf of such Lender all documentation (including accession agreements), and each other notice, certificate or document necessary to give effect to the Refinancing Rollover without additional notice to or consent by the Lenders. Each Lender hereby agrees

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(e)	On the occurrence of a Refinancing Rollover:

(i)

accrued interest on each relevant Advance will be carried forward into the Additional Refinancing Facilities or the Increase Refinancing Facility, in each case, under the Refinancing Facilities Agreement. The first interest period payment date under the Additional Refinancing Facility or the Increase Refinancing Facility shall correspond with the end of the Interest Period or Term selected in the relevant Utilisation Request for that Advance under this Agreement;

(ii)	each borrower under the Refinancing Facilities shall be, or become, a Ziggo Borrower in accordance with the Refinancing Facilities Agreement and the Borrower shall be released from any further obligations under the Finance Documents, including any guarantee obligations whether or not any claims have been made against the Borrower;

(iii)

provided that all amounts outstanding under the Facilities have been repaid or prepaid in full at such time, all Security under the Finance Documents shall automatically, without any further action or notice, be released and cancelled and security shall be granted over assets of the Bank Group to the rolled Lenders in accordance with the terms and conditions of the Ziggo Intercreditor Agreement upon their accession thereto. The Facility Agent or the Security Agent shall promptly execute and deliver any documents and certificates that are necessary or desirable to evidence such releases and cancellations; and

(iv)

each Lender that has acceded (or is otherwise party) to the Refinancing Facilities Agreement and the Ziggo Intercreditor Agreement in accordance with this Clause 2.4 shall acquire and assume the same rights and obligations in respect of any Transaction Security (as defined in the Ziggo Intercreditor Agreement) as the other lenders under the Refinancing Facilities Agreement in accordance with the Ziggo Intercreditor Agreement.

(f)	To the extent that a Refinancing Rollover is effected in respect of only part of the outstanding Term Facilities, the Borrower shall procure that any amounts that remain outstanding under the Term Facilities shall, on the Debt Push Down Date, be immediately prepaid or repaid in full.

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2.5	Finance Parties’ Rights and Obligations

(a)	The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b)	The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

(c)	A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

2.6	Additional Facilities

(a)

The execution by Bidco and any Additional Facility Borrower of an Additional Facility Accession Deed constitutes confirmation by each Guarantor that its obligations under Clause 25 (Guarantee and Indemnity) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Finance Party including the relevant Lender.

(b)

Bidco may notify the Facility Agent by no less than 2 Business Days’ notice that it wishes to establish one or more additional facilities (each an “Additional Facility”) by delivery to the Facility Agent of a duly completed Additional Facility Accession Deed, duly executed by Bidco, 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:

(iii)	no Event of Default is continuing;

(iv)	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;

(v)	it shall be a condition to any Utilisation of any Additional Facility that Bidco (or from the Closing Date Bidco shall procure that Ziggo Parent) 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 on a pro forma basis (taking into account such drawing and the use of proceeds of such drawing);

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(vi)	the provisions of Clause 21.21 (Debt Incurrence Pre-Debt Pushdown Date) would be complied with;

(vii)	each Additional Facility Borrower for that Additional Facility is an Obligor;

(viii)

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 which is a revolving facility and related provisions and the currency of that Additional Facility shall be agreed by the relevant Additional Facility Borrower 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;

(ix)	the relevant Additional Facility Accession Deed shall specify whether that Additional Facility is in form of a term loan or a revolving loan; and

(x)	subject to paragraph (vi) above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement.

(c)	An increase in the Total Commitments pursuant to an Additional Facility under this Clause 2.6 (Additional Facilities) will only be effective on:

(i)	the execution by the Facility Agent of an Additional Facility Accession Deed which has been duly executed by each other relevant party thereto; and

(ii)	in relation to an Additional Facility Lender which is not a Lender immediately prior to the relevant Additional Facility becoming effective:

(A)	the Additional Facility Lender entering into the documentation required for it to accede as a party to the Bidco Intercreditor Agreement and, prior to the Debt Pushdown Date, the Loss Sharing Deed; 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 Additional Facility Commitments, the completion of which the Facility Agent shall promptly notify to Bidco and the Additional Facility Lender.

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(d)

Subject to the conditions in this Clause 2.6 (Additional Facilities) 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.

(e)	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.

(f)	Bidco may pay to any Additional Facility Lender a fee in the amount and at the times agreed between Bidco and that Additional Facility Lender.

(g)

Each Additional Facility Lender shall become a Party and be entitled to share in the Security in accordance with the terms of the Bidco Intercreditor Agreement and the Bidco Security Documents pari passu with the Lenders under the other Facilities provided that the Additional Facility Borrower 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.

(h)

Each Party (other than each proposed Additional Facility Lender, Bidco and each Additional Facility Borrower) 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, Bidco and each proposed Additional Facility Borrower and each Obligor agrees to be bound by such accession.

(i)	On the Additional Facility Commencement Date:

(v)

each Additional Facility Lender party to that Additional Facility Accession Deed, each other Finance Party 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

(vi)	each Additional Facility Lender shall become a party to this Agreement as an “Additional Facility Lender”.

(j)	With the prior written consent of Bidco, the Facility Agent is authorised and instructed to enter into such documentation as is reasonably required to amend

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(k)	Clause 33.8 (Limitation of Responsibility of Transferor) shall apply mutatis mutandis in this Clause 2.6 (Additional Facilities) in relation to any Additional Facility Lender as if references in that Clause to:

(i)	a “Transferor” were references to all the Lenders immediately prior to the relevant Additional Facility becoming effective ;

(ii)	the “New Lender” were references to that “Additional Facility Lender”; and

(l)	a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

2.7	Re-allocation of Commitments

(a)	If requested by Bidco and agreed by a Lender (with a written notice of such agreement to the Facility Agent) on such date as Bidco and such Lender and Facility Agent agree, all or part of that Lender’s unfunded Commitments under the EUR B4 Facility (the “Reduced Facility”) may be cancelled and immediately re-allocated to the US$ B4 Facility (the “Redenominated Facility”).

(b)

On the date agreed by Bidco and the Lender under Clause 2.7(a), the relevant Lender’s Commitments in respect of the Reduced Facility will be reduced by the agreed Euro Amount (the “Re-allocated Commitments”), and the Re-allocated Commitments will be added to the Redenominated Facility in Dollars at the Facility Agent’s Spot Rate of Exchange (or such other rate as agreed between the Borrower and the relevant Lender).

3.	CONDITIONS

3.1	Initial Conditions Precedent

(a)	the Facility Agent having confirmed to Bidco that it has received the documents and evidence listed in Part 1 of Schedule 3 (Conditions Precedent) and that each is, unless otherwise indicated in that Schedule, satisfactory, in form and substance, to the Facility Agent, (acting reasonably) or the requirement to provide such documents and evidence has been waived by the Instructing Group;

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(b)	Bidco having confirmed to the Facility Agent that the offer in relation to the Ziggo Acquisition has been declared unconditional; and

(c)	Bidco having confirmed to the Facility Agent that the Structure Memorandum has not been amended, supplemented or replaced in a manner that is materially adverse to the interests of the Lenders (unless the Instructing Group has consented to such amendment, supplement or replacement).

3.2	Further Conditions Precedent

(a)	other than in the case of a Rollover Advance and/or any Utilisation to which Clause 3.3 (Utilisations during the Certain Funds Period) applies, no Default is continuing or would result from the proposed Utilisation;

(b)	in relation to a Utilisation to which Clause 3.3 (Utilisations during the Certain Funds Period) applies, the representations and warranties in Clause 19.1 (Status) to Clause 19.4 (Non-violation) (inclusive) to be made by each Obligor for itself are true in all material respects in each case by reference to the facts and circumstances then subsisting; and

(c)	in relation to a Utilisation under the Term Facilities only, Bidco has confirmed to the Facility Agent that the Structure Memorandum has not been amended, supplemented or replaced in a manner that is materially adverse to the interests of the Lenders (unless the Instructing Group has consented to such amendment, supplement or replacement).

3.3	Utilisations during the Certain Funds Period

(a)	Subject to Clause 3.1 (Initial Conditions Precedent), during the Certain Funds Period, a Lender will only be obliged to comply with Clause 4.2 (Lenders’ Participations) in relation to a Certain Funds Utilisation if, on the date of the Utilisation Request and on the proposed Utilisation Date:

(xi)	the Facility Agent has made the notifications contemplated by Clause 3.1 (Initial Conditions Precedent);

(xii)	it is not unlawful in any applicable jurisdiction for that Lender to perform any of its obligations to lend or participate or maintain its participation in any Loan.

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(b)	During the Certain Funds Period (save in respect of a Lender in circumstances where, pursuant to paragraph (a)(ii), that Lender is not obliged to comply with Clause 4.2 (Lenders’ Participations)) none of the Finance Parties shall be entitled to:

(iii)	cancel any of its Commitments;

(iv)	rescind, terminate or cancel this Agreement or the Facilities or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have to the extent to do so would prevent or limit the making of a Certain Funds Utilisation;

(v)	save in respect of a Lender in circumstances where, pursuant to paragraph (a)(i), that Lender is not obliged to comply with Clause 4.2 (Lenders’ Participations), refuse to participate in the making of a Certain Funds Utilisation;

(vi)	exercise any right of set off or counterclaim in respect of a Utilisation to the extent to do so would prevent or limit the making of a Certain Funds Utilisation;

(vii)	cancel, accelerate or cause repayment or prepayment of any amounts owing under this Agreement or under any other Finance Document or exercise any enforcement rights under any Bidco Security Document to the extent to do so would prevent or limit the making of a Certain Funds Utilisation; or

(viii)	take any other action or make or enforce any claim (in its capacity as a Lender) to the extent that such action, claim or enforcement would directly or indirectly prevent or limit the making of a Certain Funds Utilisation;

4.	UTILISATION

4.1	Conditions to Utilisation

(a)	the Facility Agent has received from such Borrower a duly completed Utilisation Request in the relevant form no later than the Specified Time, receipt of which shall oblige such Borrower to utilise the amount requested on the Utilisation Date

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(b)

in the case of an Advance (other than an Additional Facility Advance) to be made following the Closing Date, for the purposes of a Margin Ratchet calculation the Facility Agent has received from Bidco a certificate signed by an authorised officer of Bidco establishing at the date of such certificate the ratios of: (i) Senior Net Debt to Annualised EBITDA and (ii) Total Net Debt to Annualised EBITDA, in each case, for the immediately preceding Ratio Period but after giving pro forma effect to such Advance and the use of any proceeds of such Advance;

(c)	the proposed Utilisation Date is a Business Day for the proposed currency of the Advance, as the case may be, which is within the Availability Period and is or precedes the relevant Termination Date;

(d)	as a result of the proposed Utilisation:

(i)	in the case of a Utilisation by way of a US$ B4 Facility Advance, immediately after the making of such Advance there will be no more than 10 US$ B4 Facility Loans outstanding;

(ii)	in the case of a Utilisation by way of a EUR B4 Facility Advance, immediately after the making of such Advance there will be no more than 10 EUR B4 Facility Loans outstanding;

(iii)	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;

(e)	in the case of a Utilisation by way of a Revolving Facility Advance, the proposed Euro Amount (or its equivalent) of such Revolving Facility Advance is: (i) a minimum of €5,000,000 or an integral multiple of €1,000,000 or (ii) if less, equal to the amount of the Available Revolving Facility Commitment at such time;

(f)	the Utilisation Date for a Revolving Facility Advance is on a date not earlier than the first Utilisation Date under a Term Facility;

(g)	in the case of any Utilisation, on the date of the Utilisation Request and the proposed Utilisation Date:

(i)	in the case of a Rollover Advance, the Facility Agent shall not have received instructions from a Revolving Facility Instructing Group, requiring the Facility Agent to refuse such rollover; or

(ii)	in the case of any Utilisation other than that referred to in sub-paragraph (i) above or a Utilisation during the Certain Funds Period, the Repeating Representations made by the persons identified as making those

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(h)	in the case of any Utilisation of the Revolving Facility:

(i)	the aggregate amount of the Revolving Facility Outstandings and the RCF1 Outstandings as a result of the proposed Utilisation will not exceed the amount of the RCF1 Facility Commitments; and

(ii)	the aggregate amount of the Revolving Facility Outstandings as a result of the proposed Utilisation will not exceed EUR 450,000,000; and

(i)

unless the Ziggo Acquisition Agreement has terminated in accordance with its terms, in relation to the first Utilisation under this Agreement Bidco has delivered to the Facility Agent a copy of any amendments to schedule 5 of the Ziggo Acquisition Agreement made since a copy of the Ziggo Acquisition Agreement was last delivered to the Facility Agent (provided that no Lender shall be under an obligation to make available any Advances under Clause 4.2 (Lenders’ Participations) if any such amendments are materially adverse to the interests of the Lenders, other than where such amendments have been consented to by the Instructing Group).

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 Agent shall determine the Euro 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 Euro Amount of each Loan, the amount of its participation in that Loan and, if different, the amount of that participation to be made available in accordance with Clause 29.1 (Payment to the Facility Agent) by the Specified Time.

5.	OPTIONAL CURRENCIES

5.1	Selection of Currency

5.2	Unavailability of Optional Currency

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(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,

(b)	Any part of a Revolving Facility Advance or Additional Facility Advance treated as a separate Advance under this Clause 5 (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.

6.	REPAYMENT OF REVOLVING FACILITY OUTSTANDINGS

6.1	Repayment of Revolving Facility Advances

6.2	Rollover Advances

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(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.

6.3	Repayment on Refinancing Rollover

6.4	Final Repayment

7.	REPAYMENT OF TERM FACILITY OUTSTANDINGS

7.1	Repayment of US$ B4 Facility Outstandings and EUR B4 Facility Outstandings

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7.2	No Reborrowing of Facility Advances

7.3	Repayment of Additional Facility Outstandings

8.	CANCELLATION

8.1	Voluntary Cancellation

8.2	Automatic Cancellation on Refinancing Rollover

8.3	Notice of Cancellation

8.4	Cancellation of Available Commitments

(a)	At the end of the Availability Period, any Available Commitments in respect of the US$ B4 Facility shall automatically be cancelled and the Available US$ B4 Facility Commitment of each Lender shall automatically be reduced to zero.

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(b)	At the end of the Availability Period, any Available Commitments in respect of EUR B4 Facility shall automatically be cancelled and the Available EUR B4 Facility Commitment of each Lender shall automatically be reduced to zero.

(c)	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.

(d)	No Available Commitments which have been cancelled under this Agreement may thereafter be reinstated.

8.5	Right of Repayment and Cancellation in relation to a Single Lender

(a)	If:

(i)	any sum payable to any Lender or by an Obligor is required to be increased under Clause 15.2 (Tax Gross-up);

(ii)	any Lender claims indemnification from a Borrower under Clause 15.3 (Tax Indemnity) or Clause 16 (Increased Costs); or

(iii)	any Lender, invokes Clause 13.2 (Market Disruption),

(A)	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

(B)	give the Facility Agent notice of cancellation of that Lender’s Commitment and that Borrower’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)	On the last day of each Interest Period or Term which ends after a Borrower has given notice under paragraph (a)(iii)(B) above (or, if earlier, the date specified by a Borrower in that notice), the Borrower to which a Utilisation is outstanding shall repay that Lender’s participation in that Utilisation (together with all interest and other amounts accrued under the Finance Documents).

(c)	A Borrower 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)

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(ii)	it gives the Facility Agent and the relevant Lender not less than 5 Business Days prior notice.

(d)	The replacement of a Lender pursuant to paragraph (a)(iii)(A)(1) above shall be subject to the following conditions:

(i)	no 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 Finance Document; and

(iii)	any replacement of a Lender which is the Facility Agent shall not affect its role as the Facility Agent.

(e)	Prepayments made pursuant to this Clause 8.5 (Right of Repayment and Cancellation in relation to a Single Lender) shall be applied against the outstanding Advances pro rata.

8.6	Right of Cancellation in relation to a Defaulting Lender

(a)	If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues to be a Defaulting Lender, give the Facility Agent 3 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.

9.	VOLUNTARY PREPAYMENT

9.1	Voluntary Prepayment

(a)	Any Borrower may, by giving to the Facility Agent not less than 5 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):

(i)	repay any US$ B4 Facility Advance drawn by it under the US$ B4 Facilities in whole or in part (but if in part, in an amount that reduces the Euro Amount of the US$ B4 Facility Advance by a minimum amount of

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(ii)

repay any EUR B4 Facility Advance drawn by it under the EUR B4 Facilities in whole or in part (but if in part, in an amount that reduces the Euro Amount of the EUR B4 Facility Advance by a minimum amount of €5,000,000 and an integral multiple of €1,000,000), together with accrued interest on the amount repaid without premium or penalty but subject to the payment of any Break Costs (if applicable).

(b)	Any Additional Facility Borrower may, by giving to the Facility Agent not less than 5 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), repay any Additional Facility Advance by such minimum amount as is agreed by Bidco and the relevant Additional Facility Lender.

(c)

Any Borrower may, by giving to the Facility Agent not less than 3 Business Days prior written notice to that effect (unless the Revolving Facility Instructing Group has given its prior consent to a shorter period) repay a Revolving Facility Advance drawn by it in whole or in part (but if in part, in an amount that reduces the Euro Amount of the Revolving Facility Advance by a minimum amount of €5,000,000 and an integral multiple of €1,000,000 together with accrued interest on the amount repaid without premium or penalty but subject to the payment of any Break Costs (if applicable).

9.2	Prepayment on Refinancing Rollover

9.3	Application of Repayments

9.4	Release from Obligation to Make Advances

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9.5	Notice of Prepayment or Cancellation

9.6	Restrictions on Repayment

9.7	Cancellation upon Repayment

10.	MANDATORY PREPAYMENT AND CANCELLATION

10.1	Change of Control

(a)	“Change of Control” means:

(i)	at any time, the Controlling Company ceases to be the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 100% of the total voting power of the Voting Stock of, and ceases, by virtue of any powers conferred by the articles of association or other documents regulating:

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(A)	the Borrower; or

(B)	after the HoldCo V Accession Date and only for so long as LGE HoldCo V B.V. holds directly or indirectly any Voting Stock in the Ziggo Parent, LGE HoldCo V B.V.;

(C)	after the Full Ownership Date, Ziggo N.V. (or its successor);

(ii)

at any time, 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 (I) the Borrowers or the Restricted Subsidiaries or (II) the Ziggo Parent and the Restricted Subsidiaries (as such term is defined under the Refinancing Facilities Agreement) (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;

(iii)	on or prior to the Closing Date, Ziggo N.V. ceases to be the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 100% of the total voting power of the Voting Stock of the Ziggo Parent;

(iv)

after the Closing Date, the Controlling Company (I) 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 Ziggo Parent; and (B) ceases, by virtue of any powers conferred by the articles of association or other documents regulating the Ziggo Parent, to, directly or indirectly, direct or cause the direction of management and policies of the Ziggo Parent;

(b)	Notwithstanding the foregoing, upon consummation of (i) the Post-Closing Reorganisation, “Controlling Company” will mean New Intermediate Holdco and its successors or (ii) a Spin-Off, “Controlling Company” will mean the Spin Holdco and its successors.

(c)	For the purpose of this Clause 10 (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

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(ii)	“Controlling Company” means, subject to paragraph (b) above, the immediate Holding Company of Bidco Parent;

(iii)	“Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

(iv)	“HoldCo V Accession Date” means on and from the date that LGE HoldCo V B.V.becomes a wholly-owned Subsidiary of Bidco;

(v)	“New Intermediate Holdco” means the direct Subsidiary of the Ultimate Holdco following a Post-Closing Reorganisation;

(vi)	“Permitted Holder” means, collectively:

(A)	the Ultimate Holdco;

(B)	in the event of a Spin-Off, the Spin Holdco and any Subsidiary of the Spin Holdco; 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 Bidco 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 Bidco Parent and the Restricted Subsidiaries (taken as a whole) would constitute a Change of Control in respect of which Bidco has provided a notice to the Facility Agent under Clause (d)(i) (Change of Control) and the Facility Agent has not, within sixty Business Days of receipt of such notice, provided a notice to Bidco under Clause (d)(ii) (Change of Control) cancelling the Facilities and/or declaring all outstanding Advances to be immediately due and payable;

(vii)	“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;

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(viii)

“Post-Closing Reorganisation” means, at any time after the Closing Date (A) a distribution or other transfer of the Controlling Company and its Subsidiaries or a Holding Company of Controlling Company and its Subsidiaries to the Ultimate Holdco or another direct Subsidiary of the Ultimate Holdco through one or more mergers, transfers, consolidations or other similar transactions such that Controlling Company or such Holding Company will become the direct Subsidiary of the Ultimate Holdco or such other direct Subsidiary of the Ultimate Holdco; and/or (B) the issuance by the Controlling Company of Capital Stock to the Ultimate Holdco or another direct Subsidiary of the Ultimate Holdco and, as consideration therefor, the assignment or transfer by the Ultimate Holdco or a direct Subsidiary of the Ultimate Holdco of assets to the Controlling Company, as the case may be;

(ix)	“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;

(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

(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, at any time after the Closing Date, a transaction by which all outstanding ordinary shares of the Controlling Company or any of its Holding Companies directly or indirectly owned by the Ultimate Holdco are distributed to all of the Ultimate Holdco’s shareholders in proportion to such shareholders’ holdings in the Ultimate Holdco at the time of such transaction either directly or indirectly through the

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(xi)	“Spin Holdco” means the company the shares of which are distributed to the shareholders of the Ultimate Holdco pursuant to the Spin-Off;

(xii)	“Ziggo Bond Company Holding” means Ziggo Bond Company Holding B.V. (a company registered in The Netherlands), together with its successors (by merger, consolidation, transfer, conversion of legal form or otherwise); and

(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.

(d)	Upon becoming aware of a Change of Control:

(i)	Bidco 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 Bidco, cancel each Facility and declare all outstanding Advances, together with accrued interest and all other relevant amounts accrued under the Finance Documents immediately due and payable, whereupon each Facility will be cancelled and all such outstanding amounts will become immediately due and payable.

10.2	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 27.2 (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.

11.	INTEREST ON REVOLVING FACILITY ADVANCES

11.1	Duration

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11.2	Interest Payment Date for Revolving Facility Advances

11.3	Interest Rate for Revolving Facility Advances

11.4	Interest on Additional Facilities

12.	INTEREST ON TERM FACILITY ADVANCES

12.1	Interest Periods for Term Facility Advances

12.2	Duration

(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 12 (Interest on Term Facility Advances), be 3 months; and

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(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.

12.3	Consolidation and Division of Term Facility Advances

(a)	Subject to paragraph (b) below, if two or more Interest Periods:

(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,

(b)

Subject to the requirements of Clause 12.2 (Duration), a Borrower (or Bidco on its behalf) may, by no later than 9:30a.m. on the date falling 3 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) 2 or more Advances in such amounts (equal in aggregate to the Euro Amount of the Term Facility Advance being so divided) as shall be specified by that Borrower or Bidco 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 Euro Amount of less than €25,000,000.

12.4	Payment of Interest for Term Facility Advances

12.5	Interest Rate for Term Facility Advances

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12.6	Notification

13.	MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES

13.1	Absence of Quotations

(a)	if LIBOR or, if applicable, EURIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation on the Quotation Date in accordance with Clause 13.2 (Market Disruption), the applicable LIBOR or EURIBOR shall be determined on the basis of the quotations of the remaining Reference Banks; or

(b)	if Clause 13.3 (Alternative Reference Bank Rate) applies but an Alternative Reference Bank does not supply a quotation in accordance with Clause 13.3 (Alternative Reference Bank Rate), the applicable Alternative Reference Bank Rate shall be determined on the basis of the quotations of the remaining Alternative Reference Banks.

13.2	Market Disruption

(a)	If a Market Disruption Event occurs in relation to an Advance for any Interest Period or Term, then the rate of interest applicable to each Lender’s portion of such Advance during the relevant Interest Period or Term shall (subject to any agreement reached pursuant to Clause 13.4 (Alternative Rate)) be the rate per annum which is the sum of

(i)	the Margin; and

(ii)

the Alternative Reference Bank Rate or (if an Alternative Market Disruption Event has occurred with respect to an Advance for the relevant Interest Period or Term of that Advance) the rate per annum notified to the Facility Agent by such Lender before the last day of such Interest Period or Term to be 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 Advance during such Interest Period

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(b)	If:

(i)	the percentage rate per annum notified by a Lender pursuant to paragraph (a)(ii) above is less than the Alternative Reference Bank Rate; or

(ii)	a Lender has not notified the Facility Agent of a percentage rate per annum pursuant to paragraph (a)(ii) above,

(c)	In this Agreement:

(i)	before close of business in London on the date falling one Business Day after the Quotation Date for the relevant Interest Period or Term, none or only one of the Alternative Reference Banks supply a rate to the Facility Agent to determine the Alternative Reference Bank Rate for the relevant Interest Period or Term; or

(i)

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 to whom in aggregate 40% or more of the relevant Advance is owed (or, in the case of an undrawn Advance, if made would be owed) that the cost to it of funding its participation from whatever source it may reasonably select would be in excess of the Alternative Reference Bank Rate; and

(iii)	at or about noon on the Quotation Date for the relevant Interest Period or Term none or only one of the Reference Banks supplies a rate to the Facility Agent to determine LIBOR or, if applicable, EURIBOR for the relevant currency and Interest Period or Term; or

(iv)	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 to whom in aggregate 40% or more of the relevant Advance is owed (or, in the case of an undrawn Advance, if made would be owed) that the cost to it of funding its participation from whatever

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13.3	Alternative Reference Bank Rate

(a)

If a Market Disruption Event occurs, the Facility Agent shall as soon as is practicable request each of the Alternative Reference Banks to supply to it the rate at which that Alternative Reference Bank could have borrowed funds in the relevant currency and for the relevant period in the London interbank market or, in relation to an Advance in euro, the European interbank market at or about 11:00 a.m. or, in relation to an Advance in euro, at or about 11:00 a.m. (Brussels time) on the Quotation Date for the Interest Period or Term of that Advance, were it to have done so by asking for and then accepting interbank offers for deposits in reasonable market size in the currency of that Advance and for a period comparable to the Interest Period or Term of that Advance.

(b)	As soon as is practicable after receipt of the rates supplied by the Alternative Reference Banks, the Facility Agent will notify Bidco and the Lenders of the arithmetic mean of the rates supplied to it in accordance with paragraph (a) above (the “Alternative Reference Bank Rate”).

13.4	Alternative Rate

(a)	for determining the rate of interest from time to time applicable to such Advances; and/or

(b)	upon which such Advances may be maintained (whether in euro or some other currency) thereafter,

14.	COMMISSION AND FEES

14.1	Commitment Fees

(a)	Bidco shall pay (or procure the payment of) to the Facility Agent for the account of each relevant Lender (other than 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 in relation to Additional Facility) from day to day during the period beginning on the Signing Date and

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(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.

14.2	Arrangement, Ticking and Underwriting Fee

(a)	Bidco 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)	Bidco 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.

14.3	Agency Fee

14.4	Prepayment Fee

(a)	makes any prepayment of a US$ B4 Facility Advance or EUR B4 Facility Advance (each or together a “TL Facility Advance”) in connection with any Repricing Transaction; or

(b)	effects any amendment of this Agreement resulting in a Repricing Transaction,

(c)	in the case of paragraph (a) above, a prepayment fee equal to 1.00 per cent. flat on the amount of that Lender’s TL Facility Advance which is prepaid; and

(d)	in the case of paragraph (b) above, a prepayment equal to 1.00 per cent. flat on the aggregate amount of the TL Facility Advances of each Lender that shall have

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15.	TAX GROSS-UP AND INDEMNITIES

15.1	Definitions

15.2	Tax Gross-up

(a)	Each Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law or by a binding decision of a tax authority or court.

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(b)

Each Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the relevant Borrower.

(c)	If a Tax Deduction is required by law to be made by a Borrower, the amount of the payment due from that Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)	If a Borrower is required to make a Tax Deduction, that Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(e)	In the case of a Tax Deduction made by a Borrower, that Borrower shall furnish, if reasonably possible, to the Facility Agent on behalf of the Finance Party concerned, within the period for payment permitted by the relevant law, either:

(i)	an official receipt of the relevant taxation or other authorities involved in respect of Tax Deduction; or

(ii)	if such receipts are not issued by the taxation or other authorities concerned on payment to them in respect of the Tax Deduction, a certificate of deduction or equivalent evidence of the relevant Tax Deduction.

(f)	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 FACTA Deduction.

15.3	Tax Indemnity

(a)

A Borrower shall (within ten Business Days of written demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party reasonably determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a payment of that Borrower under the Finance Documents. The Protected Party shall within five Business Days’ of request by that Borrower provide to that Borrower 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:

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(i)	with respect to any Tax assessed on a Finance Party:

(A)	under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B)	under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

(ii)	to the extent a loss, liability or cost:

(A)	is compensated for by an increased payment under Clause 15.2 (Tax Gross-up);

(B)	relates to a FATCA Deduction required to be made by a Party; or

(C)	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 under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrower.

(d)	A Protected Party shall, on receiving a payment from a Borrower under this Clause 15.3, notify the Facility Agent.

15.4	Tax Credit

(a)

If and to the extent that a Borrower pays any additional amount under Clause 15.2 (Tax Gross-up) or makes a payment under Clause 15.3 (Tax Indemnity) and any Finance Party receives and retains the benefit of a refund of Tax or credit against Tax, including any relief, remission for, or repayment of any Tax which is identified by the Finance Party determines as attributable to the tax that was withheld or deducted (a “Tax Credit”), then that Finance Party shall reimburse to that Borrower such amount as it shall determine so as to leave that Finance Party after that reimbursement, in the same after-Tax position as in no better or worse position than it would have been in if payment of the relevant additional amount or payment had not been required.. Each Finance Party shall have absolute discretion as to whether to claim any Tax Credit and, if it does so claim, the extent, order and manner in which it does so and which reliefs and credits

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(b)

If a Finance Party has made a payment to the an Obligor pursuant to this Clause 15.4 on account of a Tax Credit and it subsequently transpires that that Finance Party did not receive that Tax Credit, or received a reduced Tax Credit, either such Obligor, as the case may be, shall, on demand, pay to that Finance Party the amount which that 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 such Obligor.

(c)	No Finance Party shall be obliged to make any payment under this Clause 15.4 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).

15.5	Stamp Taxes

15.6	Value Added Tax

(a)

All consideration expressed to be payable under a Finance Document by any Party to a Finance Party shall be deemed to be exclusive of any VAT and no Party shall exercise any potential option for waiving a VAT exemption. Subject to paragraph (b) below, if VAT is chargeable on any supply made by any Finance Party to any Party in connection with a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT, unless the VAT charge is caused by the Finance Party’s option to waive a VAT exemption, and in either case concurrently against the issue of an appropriate invoice.

(b)

If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) in connection with a Finance Document, and any Party other than the Recipient (the “Subject Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration), (i) if the

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(c)

Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party for the full amount of such costs and expenses including such costs that represent VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the VAT.

(d)

Any reference in this Clause 15.6 to any Party shall, at any time when such Party is treated as a member of a group including but not limited to any fiscal unities 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 or in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added tax).

(e)

If VAT is chargeable on any supply made by a Finance Party to any Party under a Finance Document and if reasonably requested by such Finance Party, that Party must give the Finance Party details of its VAT registration number and any other information as is reasonably requested in connection with the Finance Party’s reporting requirements for the supply and at such time that the Finance Party may reasonably request it.

15.7	Tax Administration Formalities

(a)	The Finance Parties and the Borrowers shall co-operate in good faith in completing any procedural steps (including, but not limited to, giving any

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(b)	Similarly, each Finance Party undertakes to provide any tax certificate or other document as may be reasonably requested by the Borrower in writing in order for the Borrowers to be exempt from withholding or deduction for any Taxes under any applicable international treaty.

(c)

Each Finance Party shall confirm whether it is entitled to receive payments under the 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 Finance Party has complied with such applicable reporting requirements.

16.	INCREASED COSTS

16.1	Increased Costs

(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.

16.2	Increased Costs Claims

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(a)	A Finance Party intending to make a claim pursuant to Clause 16.1 (Increased Costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify Bidco.

(b)	Each 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.

16.3	Exceptions

(a)	attributable to a Tax Deduction required by Law to be made by a Borrower;

(b)	compensated for by Clause 15.3 (Tax Indemnity) (or would have been compensated for under Clause 15.3 (Tax Indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 15.3 (Tax Indemnity) applied);

(c)	attributable to the gross negligence of or wilful breach by, the 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 Finance Party and in respect of which that Finance Party intends to make a claim pursuant to paragraph (a) of Clause 16.2 (Increased Costs Claims), is not (and its claim under paragraph (a) of Clause 16.2 (Increased Costs Claims) is not) notified by that Finance Party to the Facility Agent within 30 days of that Finance Party becoming aware that it had suffered the relevant Increased Cost;

(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

(g)	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

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(ii)	any other Bank Levy, as set out under existing law as at the date of this Agreement.

17.	ILLEGALITY

17.1	Illegality of a Lender

(a)	that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

(b)	upon the Facility Agent notifying Bidco, the Commitments of that Lender shall immediately be reduced to zero and cancelled or, if required by Bidco, on such date transferred to another bank or institution willing to accept that transfer; and

(c)

upon the Facility Agent notifying Bidco, Bidco 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) 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 Finance Documents) or, if required by Bidco, 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).

18.	MITIGATION

18.1	Mitigation

(a)

Each Finance Party shall in consultation with Bidco, 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 15 (Tax Gross-up and Indemnity), Clause 16 (Increased Costs) or Clause 17 (Illegality) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office or financial institution acceptable to Bidco 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 any Obligor under the Finance Documents.

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18.2	Limitation of Liability

(a)	With effect from the Signing Date, each of the Borrowers agrees to indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 18.1 (Mitigation).

(b)	A Finance Party is not obliged to take any steps under Clause 18.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might in any way be prejudicial to it.

19.	REPRESENTATIONS AND WARRANTIES

19.1	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.

19.2	Powers and Authority

(a)	to enter into and comply with all obligations expressed on its part under the Finance Documents to which it is expressed to be a party;

(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 25 (Guarantee and Indemnity),

19.3	Legal Validity

(a)	Each 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.

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(b)

The choice of English law as the governing law of the Finance Documents and its irrevocable submission to the jurisdiction of the courts of England in respect of any proceedings relating to the Finance Documents (in each case other than any Finance 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.

(c)	Any judgment obtained in England in relation to a Finance Document (in each case other than any Bidco Security Document which is expressed 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.

19.4	Non-violation

(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 Group or any other member of the Group’s assets, where such violation would or is reasonably likely to have a Material Adverse Effect.

19.5	Consents

(a)

Subject to any relevant reservations or qualifications contained in any legal opinion referred to in Clause 19.3(a) (Legal Validity) above, all material and necessary authorisations, registrations, consents, approvals, licences, and filings required by it in connection with the execution, validity or enforceability of the Finance Documents to which it is a party and performance of the transactions contemplated by the Finance Documents have been obtained (or, if applicable, will be obtained within the required time period) and are validly existing.

(b)

All the Necessary Authorisations are in full force and effect, each member of the Bidco Group is in compliance in all material respects with all provisions thereof 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.

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19.6	Event of Default

19.7	Accounts

(a)	The consolidated financial statements of the Reporting Entity most recently delivered to the Facility Agent:

(i)	present fairly in all material respects the financial position of Reporting Entity and the consolidated financial position of the Reporting Entity as at the date to which they were drawn up; and

(ii)	have been prepared in all material respects in accordance with IFRS or GAAP if at the relevant time the Reporting Entity has adopted GAAP in accordance with Clause 21.4 (Change in Accounting Practices) (except that such consolidated financial statements do not include all consolidated Subsidiaries to the extent they are Unrestricted Subsidiaries).

(b)	The consolidated financial statements and other information related to the financial position of the Reporting Entity and the Group provided under this Agreement and most recently delivered to the Facility Agent are correct in all material respects.

19.8	Security Interests

19.9	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 Obligor 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 Obligor 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 23.7 (Insolvency Proceedings) have been commenced against any Obligor.

19.10	No Filing or Stamp Taxes

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19.11	Taxation

(a)	No claims are being asserted against it or any member of the Bidco 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 Material Adverse Effect.

(b)

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, in each such case would not have or not be reasonably likely to have a Material Adverse Effect).

19.12	Ownership of Assets

19.13	Group Structure Chart

19.14	ERISA

(a)	Neither it nor any member of the Bidco Group or any ERISA Affiliate maintains, contributes to or has any obligation to contribute to or any liability under, any

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(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.

19.15	Anti-Terrorism Laws

(a)	Neither it nor any member of the Bidco Group:

(i)	is, or is controlled by, a Designated Party;

(ii)	to its knowledge, has received funds or other property from a Designated Party; or

(iii)	to its knowledge, is in breach of any Anti-Terrorism Law.

(b)	It has taken commercially reasonable measures to ensure compliance with the Anti-Terrorism Laws.

19.16	Margin Stock

19.17	Investment Company Act

19.18	Claims Pari Passu

19.19	No Immunity

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19.20	Centre of Main Interests

19.21	No Material Misstatements

19.22	Solvency

19.23	Sanctions

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(a)

At any time prior to the Closing Date, no Obligor to the best of its, its directors, its officers or its employees knowledge has caused Bidco or any Obligor 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 international economic sanctions or trade embargoes imposed by the US administered by the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”) or equivalent European Union measure).

(b)

At any time on or after the Closing Date, no Obligor or any of its respective Subsidiaries or any other member of the Bidco Group, has 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 Bidco Group or any of their respective subsidiaries has caused Bidco or any Obligor or any other member of the Bidco Group or any 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 OFAC or equivalent European Union measure).

19.24	Times for Making Representations and Warranties

(a)

The representations and warranties set out in this Clause 19 are made by each Obligor regarding itself (other than those contained in Clauses 19.7 (Accounts)) on the Signing Date, the representations and warranties set out in Clause 19.21 (No Material Misstatements) are also deemed to be made by each Obligor on the Syndication End Date and the representations and warranties set out in Clauses 19.1 (Status), 19.2 (Powers and Authority), 19.3 (Legal Validity), 19.16 (Margin Stock), 19.19 (No Immunity), 19.20 (Centre of Main Interests) and 19.22 (Solvency) are deemed to be made again by each relevant Obligor, security provider or Bidco (as applicable), on the date of each Utilisation Request, on the first date of each Interest Period in relation to an Advance under a Term Facility and on each Utilisation Date with reference to the facts and circumstances then existing.

(b)	The representations and warranties set out in Clause 19.7 (Accounts), are, in each case, made by Bidco on the date of each Utilisation Request, on the first date of each Interest Period in relation to an Advance under a Term Facility and on each Utilisation Date with reference to the facts and circumstances then existing, in each case, following the Closing Date.

(c)	The representations and warranties set out in this Clause 19 (except 19.7 (Accounts), 19.13 (Group Structure Chart), 21.11 (Taxation), 19.13 (Group

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20.	FINANCIAL COVENANTS

20.1	Financial Definitions

(a)	depreciation;

(b)	amortisation;

(c)	all stock based compensation expenses;

(d)	(at Bidco’s option) other non cash impairment charges;

(e)	any extraordinary, one-off, non-recurring, exceptional or unusual gain, loss, expense or charge including any one off reorganisation or restructuring charges;

(f)	direct acquisition, disposition, recapitalisation, debt incurrence or equity offering costs;

(g)	losses (gains) on the sale of operating assets;

(h)	(at Bidco’s option) the effects of adjustments pursuant to IFRS or GAAP attributable to the application of recapitalization 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;

(i)	(at Bidco’s option) any adjustments to reduce the impact of the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies;

(j)	Specified Legal Expenses;

(k)	the amount of loss on sale of assets in connection with an asset securitisation programme or receivables factoring transaction;

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(l)	accrued Management Fees (whether or not paid) and any Holding Company Expenses paid to the extent that they were permitted to be paid under this Agreement for such Ratio Period;

(m)	any net earnings or losses attributable to non-controlling interests;

(n)	any share of income or loss on equity investments; and

(o)	any realized and unrealized gains or losses due to changes in fair value of equity investments,

(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 Senior Unsecured Notes and Senior Secured Notes), in each case to the extent applicable IFRS requires 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.

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20.2	Financial Ratios

(a)	the ratio of Senior Net Debt to Annualised EBITDA for each Ratio Period shall not exceed 4.50:1; and

(b)	the ratio of Total Net Debt to Annualised EBITDA for each Ratio Period shall not exceed 5.50:1.

20.3	Calculations

20.4	Cure Provisions

(a)

Bidco may cure a breach of the financial ratios set out in Clause 20.2 (Financial Ratios) by procuring that additional equity is injected into Bidco Parent (and on-lent to Bidco) or directly to a member of the Group by one or more Restricted Persons and/or additional Subordinated Funding are/is provided to Bidco Parent (and on lent to Bidco) or directly to a member of the Group in an aggregate amount equal to the amount which:

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(i)	if it had been deducted from Senior Net Debt or 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 20.4 (Cure Provisions) will not be effective unless the required amount of additional equity or the proceeds of any Subordinated Funding is/are received by Bidco Parent (and on lent to Bidco) or directly by a member of the Group within 15 Business Days of delivery of the financial statements delivered under Clause 21.2 (Financial Information) which show that Clause 20.2 (Financial Ratios) has been breached.

(c)	No cure may be made under this Clause 20.4 (Cure Provisions):

(iii)	in respect of more than five Ratio Periods during the life of the Facilities; or

(iv)	in respect of consecutive Ratio Periods.

(d)

Neither Bidco (nor any other party) shall be under any obligation to apply (or procure the application of) any equity injected or the proceeds of any Subordinated Funding under Clause 20.2(a) (Financial Ratios) in prepayment of the Ziggo Facilities or the Facilities and to the extent not applied such amount will be deemed to be deducted from Senior Net Debt and Total Net Debt or added to EBITDA for the purposes of Clause 20.2 (Financial Ratios).

(e)

For the purpose of ascertaining compliance with Clause 20.2 (Financial Ratios), the ratios set out in Clause 20.2 (Financial Ratios) 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 20.2 (Financial Ratios) are met, then the requirements under Clause 20.2 (Financial Ratios) shall be deemed to have been satisfied as at the relevant original date of determination.

20.5	Determinations

(a)	Financial Indebtedness of the Group and Bidco Parent originally denominated in any currency other than euro that has been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into euro, will be taken into account at its euro 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 IFRS on which the preparation of the Original Financial Statements was based.

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(c)

Notwithstanding paragraphs (a) and (b) above, Hedged Debt (as defined below) will be taken into account at its euro 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 Reporting Entity for calculating the euro 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:

(i)	Financial Indebtedness of the Group or Bidco Parent originally denominated in any currency other than euro in which any member of the Group or Bidco Parent earns EBITDA (a “functional currency”) and that has not been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into euro; and

(ii)	Financial Indebtedness of the Group or Bidco Parent that has been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into a functional currency.

(d)	If there is a dispute as to any interpretation of or computation for Clause 20.1 (Financial Definitions), the interpretation or computation of the auditors of the Reporting Entity shall prevail.

20.6	Pro Forma Calculations

21.	UNDERTAKINGS

21.1	Duration

(a)	in relation to an undertaking of an Obligor (other than a procurement obligation of Bidco), remain in force from the Signing Date for so long as any amount is

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(b)	in relation to a procurement obligation of Bidco in respect of any other member of the Bidco Group, only commence on, and remain in force from, the Closing Date for so long as any amount is or may be outstanding under any Finance Document or any Commitment is in force.

21.2	Financial Information

(a)

On and from the Closing Date, Bidco shall only provide to the Facility Agent in sufficient copies for all the Lenders the following financial information relating to the Reporting Entity, as the case may be, (provided however, that to the extent any reports are filed on the SEC’s website, the Dutch stock exchange website or the Reporting Entity’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;

(ii)

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 unaudited consolidated balance sheet, statement of cash flows and statement of operations for such financial year in respect of the Reporting Entity and the Group, together with a commentary from the management in relation to the key drivers for the financial performance of the Reporting Entity and the Group for such financial year and a Group Reconciliation; and

(iii)

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 consolidated balance sheet, statement of cash flows and statement of operations for such Financial Quarter in respect of the Reporting Entity and the Group and a Group Reconciliation.

(b)	On and from the Closing Date, together with any financial statements provided in accordance with paragraph (a) above, Bidco shall provide to the Facility Agent a certificate signed by an authorised officer of Bidco:

(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; and

(ii)	setting out in reasonable detail computations establishing as at the date of such financial statements, compliance (or detailing any non-

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(c)	Without prejudice to Clause 21.4 (Change in Accounting Practices) the financial information of the Group 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.

21.3	Information – Miscellaneous

(a)	Bidco shall supply promptly or procure that there shall be supplied (in electronic form and; if requested, hard copy) promptly to the Facility Agent:

(i)	all notices, reports or other documents despatched by or on behalf of any Obligor to its creditors (in their capacity as creditors) generally in relation to it or any member of the Group;

(ii)	a copy of any material report or other notice, statement or circular, sent or delivered by an Obligor or to the Security Agent pursuant to any Bidco Security Document to any person in its capacity as shareholder of an Obligor, which materially adversely affects the interest of the Finance Parties under such Bidco Security Document;

(iii)	such other material information regarding an Obligor and which is in the possession or control of an Obligor as the Facility Agent may from time to time reasonably request; and

(iv)	from the Closing Date, any information provided to the Ziggo Facility Agent under the Ziggo Finance Documents.

(b)	Bidco shall provide the Facility Agent with a copy of any amendment made to, or waiver granted in respect of, the Ziggo Acquisition Agreement after the Signing Date.

(c)

In the case of an Advance (other than an Additional Facility Advance) made prior to the Closing Date, Bidco shall, within 5 Business Days of the Closing Date, for the purposes of a Margin Ratchet calculation deliver to the Facility Agent a certificate signed by an authorised officer of Bidco establishing at the date of such certificate the ratios of (i) Senior Net Debt to Annualised EBITDA and (ii) Total Net Debt to Annualised EBITDA, in each case, for the immediately preceding Ratio Period but after giving pro forma effect to such Advance and the use of any proceeds of such Advance.

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(d)

Bidco shall procure that the Facility Agent is provided with a copy of any certificate delivered as a condition precedent to the utilisation of any Facility under (and as defined in) the Refinancing Facilities Agreement for the purposes of determining the margins under that agreement within 5 Business Days of the date on which such certificate is delivered to the Ziggo Facility Agent under the Refinancing Facilities Agreement.

21.4	Change in Accounting Practices

(a)	At any time after the date of this Agreement, Bidco may elect to apply for all purposes of this Agreement, in lieu of IFRS, GAAP. Thereafter, Bidco may re-elect to apply for all purposes of this Agreement, in lieu of GAAP, IFRS.

(b)	Subject to the provisions of this Clause 21.4, 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 IFRS contained in this Agreement shall be computed in conformity with,

(iii)	at Bidco’s election, IFRS or GAAP.

(c)

Bidco shall ensure that, on and from the Closing Date, each set of financial information delivered to the Facility Agent pursuant to paragraph (a) of Clause 21.2 (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, Bidco 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 Bidco’s decision at any time to adopt GAAP) and:

(i)	in respect of any change in the basis upon which the information required to be delivered pursuant to Clause 21.2 (Financial Information) is prepared, Bidco provides either a statement (providing reasonable detail) confirming the changes would have no material effect on the operation of the ratios set out in Clause 20.2 (Financial Ratios) 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

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(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,

(ii)

in the event of any changes to such accounting policies, practices or procedures other than resulting from the Reporting Entity’s decision at any time to adopt GAAP, if Bidco notifies the Facility Agent that it is no longer practicable to test compliance with the financial covenants set out in Clause 20 (Financial Covenants) against the financial information required to be delivered pursuant to this Clause 21 (Undertakings) or that it wishes to cease preparing the additional information required by paragraph (b) above, in which case:

(A)	the Facility Agent and Bidco shall enter into negotiations with a view to agreeing alternative financial covenants to replace those contained in Clause 20 (Financial Covenants) in order to maintain a consistent basis for such financial covenants (and for approval by the Instructing Group); and

(B)	if the Facility Agent and Bidco agree alternative financial covenants to replace those contained in Clause 20 (Financial Covenants) which are acceptable to the Instructing Group, such alternative financial covenants 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 (b), the Facility Agent and Bidco cannot agree alternative financial covenants 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 Facility Agent and Bidco 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) Bidco shall continue to deliver financial information and calculate such covenants in accordance with paragraph (b) above; or

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(iii)

in the event of any changes to such accounting policies, practices or procedures resulting from the Reporting Entity’s decision at any time to adopt GAAP, if Bidco notifies the Facility Agent that it is no longer practicable to test compliance with the financial covenants set out in Clause 20 (Financial Covenants) against the financial information required to be delivered pursuant to this Clause 21 (Undertakings) or that it wishes to cease preparing the additional information required by paragraph (b) above, in which case:

(A)

Bidco shall, on and from the Closing Date, provide the Facility Agent with a revised set of (i) financial covenant ratio levels to replace those contained in Clause 20.2 (Financial Ratios) (the “Revised Ratios”) and (ii) financial covenant definitions to replace those contained in Clause 20.1 (Financial Definitions) (the “Revised Definitions”), in each case resulting from the adoption of GAAP by the Reporting Entity and that are substantially equivalent to the financial covenant ratio levels and definitions in existence at such time on the basis of IFRS, 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,

21.5	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).

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(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 Bidco to:

(i)	visit and inspect the properties of any Obligor during normal business hours;

(ii)	inspect its books and records other than records which the Obligor is prohibited by law, regulation or contract from disclosing to the Facility Agent; and

(iii)

on and from the Closing Date, 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 Group and any compliance certificates issued by the Auditors and (B) representatives of Bidco (and the Ziggo Parent) shall be entitled to be present at any such discussion with the Auditors.

(c)	Each Obligor shall 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)	material non-compliance with any law or regulation relating to any Plan which would or is reasonably likely to have a Material Adverse Effect.

21.6	Authorisations

(a)	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

(b)	every material notarisation, filing, recording, registration or enrolment in any court or public office,

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21.7	Pari Passu Ranking

21.8	Compliance with Laws

21.9	Restricted Payments

(a)

Permitted Payments or enter into any transaction involving aggregate consideration in excess of €15,000,000 with a Restricted Person other than Permitted Affiliate Transactions or on bona fide arm’s length commercial terms or on terms which are fair and reasonable and in the best interests of the Group, provided that no Restricted Payment shall be permitted to be made to either Holdco or Bidco Parent or a Replacement Issuer for the purpose of funding any payment or refinancing in respect of any Bidco Parent Debt issued by such entity following the occurrence of: (i) an Event of Default that has occurred and is continuing under Clause 23.2 (Non-payment), Clause 23.3(a) (Breach of other obligations) arising as a result of a breach of Clause 20.2 (Financial Covenants), Clause 23.6 (Insolvency), Clause 23.7 (Insolvency proceedings), 23.8 (United States Bankruptcy Laws), 23.9 (Execution or Distress) or 23.10 (Similar Events) or (ii) if an Event of Default has occurred in respect of which any notice has been served by the Facility Agent in accordance with Clause 23.16 (Acceleration) or (iii) an automatic acceleration has occurred in accordance with Clause 23.17 (Automatic Acceleration), other than where:

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(i)	such payment is permitted under paragraph (c)(vi) below; or

(ii)	the relevant Bidco Parent Debt is subject to the terms of the Bidco Intercreditor Agreement.

(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; or

(iii)	any transfer of assets, loan or other payment,

(c)	As used herein, a “Permitted Payment” means any distribution, dividend, transfer of assets, loan or other payment:

(i)	in respect of a Permitted Transaction, a Permitted Acquisition, a Permitted Disposal, as permitted by Clause 21.24 (Disposals) or Clause 21.26 (Acquisitions);

(ii)	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 Group;

(iii)	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% 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;

(iv)	by way of payment of principal or interest on Subordinated Funding or by way of loan, distributions, dividends, repayment of a loan, redemption of loan stock or payments in respect of share capital paid by the Ziggo Parent provided that:

(A)

the applicable ratio for the purposes of Clause 20.2(a) (Financial Ratios) is 4.00:1 or less prior to making the relevant payment and will be 4.00:1 or less after such payment has been made and after giving effect to the transactions, if any to be completed using the proceeds of such payment and not including, for the avoidance of doubt, any outstanding revolving facility utilisations up to the Revolving Facility Excluded Amount in the

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(B)	no Default has occurred and is continuing or would occur as a result of such payment;

(v)	by way of payment to any Restricted Person of consideration for an acquisition, merger or consolidation permitted by clause 24.12 (Acquisitions and Mergers) of the Refinancing Facilities Agreement;

(vi)	to the extent required for the purpose of making payments:

(A)	to the indenture trustee for the Original Senior Unsecured Notes in respect of Senior Unsecured Notes Trustee Amounts (as such term is defined in the Ziggo Intercreditor Agreement); or

(B)	in respect of any similar amounts to the indenture trustee in respect of any Senior Unsecured Refinancing or any Additional Senior Unsecured Notes;

(vii)	at any time after the occurrence of an Event of Default, to the extent required to fund Permitted Payments not otherwise prohibited by the Bidco Intercreditor Agreement, the Ziggo Intercreditor Agreement or a Supplemental Intercreditor Agreement (as defined in the Refinancing Facility Agreement);

(viii)	to the extent such distribution, dividend, transfer of assets, loan or other payment is in respect of a nominal amount;

(ix)	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 person and to the extent required:

(A)	by the terms of the Finance Documents or the Ziggo Finance Documents;

(B)	by the terms of the Senior Secured Notes Documents;

(C)

by the terms of any Bidco Parent Debt (or, in each case, any guarantee of the obligations thereunder) provided that (i) no Event of Default has occurred and is continuing under Clause 23.2 (Non-payment), Clause 23.3(a) (Breach of other obligations) arising as a result of a breach of Clause 20.2 (Financial Covenants), Clause 23.6 (Insolvency), Clause 23.7 (Insolvency proceedings), 23.8 (United States Bankruptcy Laws), 23.9 (Execution or Distress) or 23.10 (Similar Events),

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(1)	such payment is permitted under paragraph (c)(vi) above; or

(2)	such Bidco Parent Debt is subject to the terms of the Bidco Intercreditor Agreement;

(D)	by the terms of any Hedging Agreement to which either Bidco Parent or a member of the Group is a party and to the extent such payment is not prohibited by this Agreement, the Bidco Intercreditor Agreement, the Ziggo Intercreditor Agreement or a Supplemental Intercreditor Agreement (as defined in the Refinancing Facility Agreement); or

(E)	for the purposes of implementing any Content Transaction or Business Division Transaction;

(x)	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 Group in connection with, an asset securitisation programme or receivables factoring transaction otherwise permitted by clause 24.11(b)(xvi) (Disposals) of the Refinancing Facility Agreement;

(xi)	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 (each as defined in the Refinancing Facility Agreement), in each case, funded solely from cash generated by entities outside of the Group;

(xii)	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, provided that:

(A)	an amount equal to such payment is reinvested by such member of the Wider Group into a member of the Group within 3 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

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(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 amounts shall be in the form of Subordinated Funding, equity or the repayment of an intercompany loan or advance;

(xiii)

in an amount to enable any Holding Company of a member of the Group to pay taxes that are formally due by such Holding Company but which are allocable to (i) the Group and are due by such Holding Company as a result of the Group being included in a fiscal unity (for corporate income and/or VAT purposes) with such Holding Company or (ii) to acting as a holding and/or financing company of the Group;

(xiv)	in an amount of up to €200,000,000 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;

(xv)

by way of payment to Ziggo Holdco and any amounts outstanding in relation to Subordinated Funding the proceeds of which are used by such person in connection with the refinancing of Ziggo Holdco Debt provided that concurrently with such payment such person advances directly or indirectly new Subordinated Funding to a Ziggo Obligor in an amount equal to or greater than the outstanding amount of the Subordinated Funding discharged;

(xvi)	or the repayment of a loan, the redemption of loan stock or redeemable equity, in each case, which is required in order to facilitate the making of repayments of amounts outstanding by a Borrower in accordance with Clause 21.20 (Debt Pushdown) or otherwise;

(xvii)	contemplated by Clause 2.3 (Purpose) or clause 2.3 (Purpose) of the Refinancing Facilities Agreement (in each case, other than for the general corporate purposes of the Group);

(xviii)	contemplated by a Regulatory Authority Disposal;

(xix)	by way of payment to any direct or indirect shareholder of Bidco for all of its out-of-pocket expenses incurred in connection with its direct or indirect investment in Bidco and any of its Subsidiaries;

(xx)	to fund the payment of Holding Company Expenses;

(xxi)	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 Ziggo Holdco;

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(xxii)	in an amount of up to the Revolving Facility Excluded Amount provided that:

(A)	no breach of this Clause 21.9 (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 (xxii), no further distribution, dividend, transfer of assets, loan or other payment may be made under this paragraph (xxii) 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 (xxii), 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 (xxii) provided that if at any time after a Permitted Payment is made under paragraph (xxii) 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 (xxii) 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 Loan at the time of such repayment);

(xxiii)	made with the prior consent of the Instructing Group; and

(xxiv)	any other distribution, dividend, transfer of assets, loan or other payment not falling within paragraphs (i) to (xxiii) 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)(xxiv) Bidco 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.

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(e)	As used herein, a “Permitted Affiliate Transaction” means:

(i)	transactions expressly permitted by the Finance Documents or the Ziggo Finance Documents;

(ii)	transactions in the ordinary course of business and either on no worse than arm’s length terms or, where there is no available market by which to assess whether such a transaction is on no worse than arm’s length terms, on terms such that the transaction is financially fair to the relevant member of the Group;

(iii)	transactions with any member of the Wider Group in relation to management services conducted at not less than Cost on behalf of such member of the Wider Group;

(iv)	payments or other transactions pursuant to tax sharing agreements, arrangements to surrender tax losses or any tax advantageous group contribution made pursuant to applicable legislation and payments made pursuant thereto, to the extent such transactions are not prohibited by this Agreement or the Refinancing Facilities Agreement;

(v)	transactions relating to the provision of Intra-Group Services; or

(vi)	transactions to effect either an Asset Passthrough or a Funding Passthrough;

(vii)

any transaction to which one or more Ziggo Obligors and one or more members of the Wider Group who are not Ziggo Obligors are party where the sole purpose of such transaction is for such Ziggo Obligors and members of the Wider Group to effect a transaction (including any Vendor Financing Arrangements permitted under clause 24.13(b)(xviii) (Restrictions on Financial Indebtedness) of the Refinancing Facilities Agreement) with a person who is not a member of the Wider Group and which transaction is otherwise permitted by the terms of this Agreement;

(viii)	insurance arrangements entered into in the ordinary course of business with a Captive Insurance Company;

(ix)

transactions relating to capital contributions between members of the Wider Group or the amendment of the terms of any loans made by or any convertible unsecured loan stock or other securities issued by any member of the Wider Group to any other member of the Wider Group (whether by way of conversion of loans to convertible unsecured loan stock or vice versa or otherwise) or the capitalisation of, or the waiver of or the repayment of, loans made by or any convertible unsecured loan stock issued by any member of the Wider Group to any other member of the

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(x)	transactions relating to Excess Capacity Network Services provided that the price payable by any member of the Wider 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;

(xi)	transactions contemplated by a Regulatory Authority Disposal;

(xii)

the performance of obligations of any member of the Bank Group under (A) the terms of any agreement to which any member of the Bank Group is a party as of or on the Signing Date or (B) any agreement entered into after the Signing Date on substantially similar terms to an agreement under sub-paragraph (A) above, in each case, as these agreements may be amended, modified, supplemented, extended or renewed from time to time provided that any such agreement or amendment, modification, supplement, extension or renewal to such agreement, in each case, entered into after the Signing Date will be permitted to the extent that its terms are not materially more disadvantageous to the lenders under the Refinancing Facilities Agreement than the terms of the agreements in effect on the Signing Date;

(xiii)

any transaction in the ordinary course of business between or among the Ziggo Parent or any member of the Bank Group and any Unrestricted Subsidiary or a joint venture or similar entity that would constitute a transaction restricted by this Clause 21.9 solely because the Ziggo Parent or any member of the Bank Group owns an equity interest in or otherwise controls such Unrestricted Subsidiary, joint venture or similar entity;

(xiv)	the issuance of shares, securities or any options, warrants or other rights to acquire shares or securities of the Ziggo Parent;

(xv)	transactions constituting Subordinated Funding; or

(xvi)	transactions constituting Permitted Transactions or Permitted Payments.

(f)

The restriction contained in paragraph (a) on the payment by any member of the Group of Management Fees shall cease to apply during such period as the applicable ratio for the purposes of Clause 20.2(a) (Financial Ratios) is 4.00:1 (or less), provided that no Management Fees may be paid by any member of the Group at any time after a Relevant Event has occurred or if a Relevant Event would result from such payment.

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(g)	Capitalised terms used in this Clause but not defined shall have the meanings given to such terms in the Refinancing Facilities Agreement.

21.10	Share Capital

21.11	Financial Year End

21.12	“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

(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,

(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

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(c)	Bidco 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 one of its Subsidiaries becomes an Acceding Obligor pursuant to Clause 22 (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, Bidco 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.

21.13	Hedging

(a)	Bidco shall:

(i)	ensure that any Hedging Agreements entered into are entered into in the form of Acceptable Hedging Agreements;

(ii)	as soon as reasonably practicable following request by the Facility Agent provide the Facility Agent with copies of each such Hedging Agreement entered into; and

(iii)	not enter into any Hedging Agreements other than to hedge interest rate and exchange rate exposures in respect of the liabilities of Bidco (to the extent such liabilities are permitted to be incurred under this Agreement) and Bidco Parent Debt incurred by Bidco Parent from time to time.

(b)

Liabilities owed to a Hedge Counterparty under Hedging Agreements entered into by Bidco or Bidco Parent in connection with this Agreement shall be capable of being secured on a pro rata basis with the liabilities of the Finance Parties as contemplated by the Bidco Intercreditor Agreement provided that such Hedge Counterparty has acceded to the Bidco Intercreditor Agreement and the Loss Sharing Deed.

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21.14	Further Assurance

(a)

Each Obligor shall at its own expense, promptly take all such reasonable action as the Facility Agent or the Security Agent may require for the purpose of complying with the provisions of paragraphs (b) to (g) inclusive below and for the registration or filing of any Bidco Security Documents delivered pursuant thereto with all appropriate authorities to the extent necessary for the purposes of perfecting the Security created thereunder.

(b)	Within 10 Business Days of the Closing Date, Bidco shall:

(i)	provide Security over all of the shares held by it in each of its direct Subsidiaries; and

(ii)

procure that each direct and indirect shareholder of Ziggo N.V. (which is a Subsidiary of Bidco) provides first-ranking Security over all of the shares (and for the avoidance of doubt such shares are not secured in favour of any other creditor of any Affiliate of Liberty Global plc.) that it holds in any other direct and indirect shareholder of Ziggo N.V. (which is a Subsidiary of Bidco) and over all of the shares of Ziggo N.V. held directly or indirectly by Bidco,

(c)	Bidco shall procure that all the shares it holds directly or indirectly in Ziggo N.V. from time to time are subject to Security in favour of the Security Agent in form and substance satisfactory to the Facility Agent (acting reasonably).

(d)	Bidco shall procure that in relation to any member of the Group which becomes a Borrower for the purposes of this Agreement, any Holding Company of that Borrower that is a member of the Group shall also become a Guarantor hereunder.

(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 Agent may deem necessary for the purposes of perfecting or otherwise protecting the Lenders’ interests in the Security constituted by the Bidco Security Documents.

(f)	Bidco shall procure that, as long as US Bidco shall remain a Borrower, the members of the Group together owning 100% of the ownership interests in US Bidco (as at the date of the accession of US Bidco as a Borrower) shall continue

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(g)	Bidco shall procure that:

(i)	any shares that Affiliates of Liberty Global plc hold directly or indirectly in Ziggo N.V. at the Closing Date, shall be held directly or indirectly by Bidco within 10 Business Days following the Closing Date; and

(ii)	any additional shares acquired by the Group or any Affiliate of Liberty Global plc in Ziggo N.V. shall be held by Bidco (or any of its wholly-owned Subsidiaries).

21.15	No Amendments

21.16	Undertakings in Respect of the Bidco Intercreditor Agreement

21.17	United States laws

(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 Loan, in each case, directly or indirectly, to buy or carry Margin Stock or for any other purpose in violation of the Margin Regulations.

21.18	Taxation

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(a)	such payment is being contested in good faith; and

(b)	such failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse Effect.

21.19	Management Input

(a)

The Parties agree to negotiate in good faith any amendments reasonably requested during the Ziggo Acquisition Clean Up Period (as defined in the Refinancing Facilities Agreement) to the extent reasonably requested by either the Mandated Lead Arrangers or Bidco (to the extent that such amendments are not materially adverse to the interests of either the Mandated Lead Arrangers or Bidco). Each Party agrees that they will not unreasonably withhold consent to any request to amend or supplement this Agreement, in particular any amendments that are:

(i)	designed to correct any ambiguity, omission, defect, error or inconsistency in the documentation (including without limitation to correct any inconsistencies between the term sheets and the long form documentation);

(ii)	of an administrative nature; or

(iii)	designed to take into account operational or technical factors that affect the Group and/or the Bank Group,

(b)	If any such requested amendments are agreed to by the Parties, the Parties agree to promptly enter into any amendments, variations or supplements to this Agreement or any other Finance Document to effect such amendments prior to the Closing Date. This Clause is without prejudice to paragraph (a)(ii) of Clause 39.6 (Technical, Operational and OID Amendments).

21.20	Debt Pushdown

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(a)	Bidco shall procure that any outstandings under the:

(i)	Term Facilities are repaid pursuant to:

(A)	an increase in Commitments (as defined in and) in accordance with clause 2.2 (Increase) of the Refinancing Facilities Agreement; or

(B)	an Additional Facility (as defined in and) in accordance with clause 2.4 (Additional Facilities) and clause 2.6 (Acquisition Facilities Refinancing), in each case, of the Refinancing Facilities Agreement,

(iI)	the Revolving Facility (or an Additional Facility which is a revolving facility) are repaid pursuant to an Revolving Facility Refinancing Advance and that all of the Available Commitments in relation to the Revolving Facility are cancelled in full,

(b)

If following the Settlement Date and Post Acceptance Period (as each such term is defined in the Ziggo Acquisition Agreement) Liberty Global plc directly or indirectly owns shares in Ziggo N.V. representing at least 80 per cent. of the outstanding shares in Ziggo N.V., Bidco shall use commercially reasonable endeavours to implement and complete the Asset Sale and Liquidation, a statutory squeeze out or any other method to procure that the Full Ownership Date occurs  as soon as reasonably practicable following the expiry of the Settlement Date and Post Acceptance Period (as each such terms are defined in the Ziggo Acquisition Agreement) provided that Bidco shall not have any obligation under this Clause if:

(i)

any minority shareholder in Ziggo N.V. has commenced or threatened to commence any litigation or other proceedings before any court, arbitral body, agency  or other administrative body (“Proceedings”) in relation to the Asset Sale and Liquidation, a statutory squeeze out or any other method used or proposed to be used to procure that the Full Ownership Date occurs or any other matters referred to in this paragraph (b);

(ii)	Bidco is of the opinion that a minority shareholder in Ziggo N.V. or any other person may commence Proceedings in relation to the matters

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(iii)	there are material legal risks in complying with any such obligation or if complying with any such obligation would result in a breach of any fiduciary duty applicable to the management of Bidco or Ziggo Parent; or

(iv)	the Asset Sale (as defined in the Ziggo Acquisition Agreement) is terminated in accordance with its terms.

(c)	If and to the extent that Bidco believes that the Asset Sale and Liquidation cannot be implemented, it will notify the Facility Agent accordingly.

(d)

The Parties acknowledge that Bidco may implement any method to procure that the Full Ownership Date occurs (irrespective of the amount of time that such method may take, and notwithstanding that another method may take less time, to cause the Full Ownership Date to occur) in its absolute discretion and that such obligations may take a significant amount of time as indicated in the Structure Memorandum.

(e)	In this Clause “Asset Sale and Liquidation” has the meaning given to that term in the original form of the Ziggo Acquisition Agreement.

21.21	Debt Incurrence Pre-Debt Pushdown Date

(a)	Bidco shall not (and shall procure that no member of the Group will) incur any Financial Indebtedness or enter into any:

(i)

Hedging Agreement (as defined in the Ziggo Intercreditor Agreement) in respect of which liabilities may arise that rank pari passu under the Ziggo Intercreditor Agreement with the liabilities under the Refinancing Facilities Agreement unless each creditor in relation to that Financial Indebtedness or Hedge Counterparty (as defined in the Ziggo Intercreditor Agreement) in relation to that Hedging Agreement (as defined in the Ziggo Intercreditor Agreement) has acceded to the Loss Sharing Deed in the appropriate capacity; or

(ii)	Hedging Agreement (as defined in the Bidco Intercreditor Agreement) in respect of which liabilities may arise that rank pari passu under the Bidco

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(b)

Bidco shall not (and shall procure that no member of the Group will) incur any Financial Indebtedness (including under this Agreement or under the Refinancing Facilities Agreement) if (after giving pro forma effect to the incurrence of any such Financial Indebtedness and the ultimate use of proceeds thereof provided that prior to the Closing Date this shall not include the proceeds of any intercompany loans from Ziggo N.V. or any of its Subsidiaries that are not members of the Bank Group to any member of the Bank Group):

(i)	if the 2020 Senior Secured Notes have not been redeemed in full (or the debt incurrence covenants under the 2020 Senior Secured Notes have not been removed), it would cause a breach of the debt incurrence covenants under the terms of the 2020 Senior Secured Notes; or

(ii)	if the 2020 Senior Secured Notes have been redeemed in full (or the debt incurrence covenants under the 2020 Senior Secured Notes have been removed):

(A)	the financial ratio of Senior Net Debt to Annualised EBITDA for the immediately preceding Ratio Period would have exceeded 4.50:1; and

(B)	the financial ratio of Total Net Debt to Annualised EBITDA for the immediately preceding Ratio Period would have exceeded 5.50:1.

(C)	prior to the Closing Date, the calculations will be determined as if Ziggo N.V. and each of its Subsidiaries are members of the Group; and

(D)	any committed but undrawn funding available to the Ziggo Obligors under the Refinancing Facilities Agreement and available to the Obligors under this Agreement shall be included as drawn Financial Indebtedness in calculating compliance with such financial ratios.

21.22	Holding Companies

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(a)	Without the consent of the Instructing Group, no Obligor shall (and Bidco shall procure that no member of the Bidco Group will) trade, carry on any business, own any assets or incur any liabilities except in respect of:

(i)	the provision of administrative, managerial, legal and accounting services of a type customarily provided by a Holding Company to its Subsidiaries;

(ii)	the ownership of shares, membership interests or other equity interests in its Subsidiaries (or as set out in the Structure Memorandum);

(iii)	any business, assets or liabilities arising in connection with a Permitted Transaction or a Permitted Payment or any Subordinated Funding, as permitted under Clauses 21.23 (Negative Pledge), 21.24 (Disposals), 21.25 (Loans and Guarantees), 21.26 (Acquisitions) or 21.27 (Restrictions on Financial Indebtedness);

(iv)	ownership and maintenance of credit balances in bank accounts, and of Cash and Cash Equivalent Investments;

(v)	any liabilities for Taxes; or

(vi)	any liabilities under the Finance Documents.

21.23	Negative Pledge

(a)

Without the consent of the Instructing Group, no Obligor shall (and Bidco shall procure that no member of the Bidco Group will) permit any Security Interest to subsist, arise or be created or extended over all or any part of its respective present or future undertakings, assets, rights or revenues to secure or prefer any present or future indebtedness of an Obligor, any other member of the Bidco Group or any other person except for any Security Interest:

(i)	arising under the Finance Documents or in respect of liabilities under any Hedging Agreements;

(ii)	arising in respect of netting or set off arrangements contained in any Hedging Agreement or other contract permitted under Clause 21.13 (Hedging);

(iii)

entered into by an Obligor or any other member of the Bidco Group in the normal course of its banking arrangements for the purpose of netting debit and credit balances on bank accounts of an Obligor or any other member of the Bidco Group operated on a net balance basis (and any Security Interests over bank accounts granted in connection therewith) and including, without limitation, any Security, including any netting or set-off, arising by operation of law as a result of the existence of a fiscal unity for Dutch tax purposes (fiscale eenheid) or analogous arrangement

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(iv)	which is a lien arising in the ordinary course of business or by operation of law; and

(v)

arising under clause 24 or clause 25 of the general terms and conditions (algemene bankvoorwaarden) of any member of the Dutch Bankers’ Association (Nederlendse Vereniging van Banken) or any similar term applied by a financial institution in The Netherlands pursuant to its general terms and conditions and provided that Bidco or the relevant member of the Bidco Group has used its reasonable endeavours to ensure such security interests are released.

21.24	Disposals

(a)	any Permitted Transaction;

(b)	disposals on arm’s length commercial terms in the ordinary course of business;

(c)	disposals (or the payment of management, consultancy or similar fees) by an Obligor to another Obligor or, on and from the Closing Date, to any other member of the Group provided that if the assets disposed of were subject to security immediately prior to such disposal, Bidco shall procure that equivalent Security is granted in favour of the Security Agent promptly following such disposal; or

(d)	the payment, transfer or other disposal of consideration for any Acquisition, merger or consolidation permitted by Clause 21.26 (Acquisitions).

21.25	Loans and Guarantees

(a)	in respect of a Permitted Transaction;

(b)	loans from one Obligor to another Obligor or to a member of the Bidco Group;

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(c)	following the Closing Date, loans from one member of the Bidco Group to another member of the Bidco Group;

(d)	following the Closing Date, loans from an Obligor or from a member of the Bidco Group to a member of the Bank Group;

(e)	as permitted by Clause 21.27 (Restrictions on Financial Indebtedness);

(f)	to the extent that the same constitute or are used to fund Permitted Payments or are permitted under Clause 21.24 (Disposals); or

(g)	any liability under a statement or referred to in Section 2:4.3(1)(f) of the Dutch Civil Code.

21.26	Acquisitions

(a)	Without the consent of the Instructing Group, no Obligor shall (and Bidco shall procure that no other member of the Bidco Group will) make any Acquisition other than:

(i)	in respect of a Permitted Transaction;

(ii)	the purchase of or investment in Cash, 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 21.24 (Disposals) and subject to the conditions set out therein);

(iii)

any acquisition by an Obligor in connection with a disposal permitted by the provisions of Clause 21.24 (Disposals) and any acquisition or subscription by an Obligor of shares issued by a Subsidiary of the Obligor which will, after the acquisition of such shares become a wholly-owned direct or indirect Subsidiary of an Obligor provided that: (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 20 Business Days of their issue;

(iv)

arising from the conversion of any company (the “Bidco 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 Agent has the benefit of Security over the shares of such Bidco Original Company or such Bidco Original Company is an Obligor, then Bidco shall ensure that the Security Agent is provided with Security over

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(v)	any purchase or acquisition of any assets in the ordinary course of business.

21.27	Restrictions on Financial Indebtedness

(a)	Without the consent of the Instructing Group, no Obligor shall (and Bidco shall procure that no other member of the Bidco Group will) create, incur or otherwise permit to be outstanding any Financial Indebtedness other than:

(i)	in respect of a Permitted Transaction;

(ii)	any Financial Indebtedness arising under the Finance Documents;

(iii)	any Financial Indebtedness or guarantees permitted pursuant to Clause 21.25 (Loans and Guarantees);

(iv)	any Financial Indebtedness incurred in connection with the Hedging Agreements and any other hedging arrangements permitted by Clause 21.13 (Hedging);

(v)	any Financial Indebtedness arising as a result of any cash pooling arrangements in the ordinary course of the Bidco Group’s banking business provided that no cash pooling may be entered into under this limb by any member of the Bidco Group with a member of the Wider Group;

(vi)	any Financial Indebtedness arising in relation to an Acquisition permitted under Clause 21.26 (Acquisitions) in respect of which payment has been deferred;

(vii)

any Financial Indebtedness, provided that the ratios (after giving effect to the incurrence of any such Financial Indebtedness pursuant to this paragraph (vii) and the ultimate use of proceeds thereof and giving pro forma effect to any movement of cash out of the Group since such date pursuant to any Permitted Payments) on the Quarter Date prior to any such incurrence would not exceed the ratios set out in Clause 20.2 (Financial Ratios) for the Quarter Date following the date of any such

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(viii)	any liability arising under a declaration of joint and several liability (hoofdelijke aansprakelijkheid) as referred to in Article 2:403 of the Dutch Civil Code provided that such liabilities may not be shared with a member of the Wider Group;

(ix)	any liability arising by operation of law as a result of the existence of a fiscal unity (fiscal eenheid) of which Bidco is a member provided that such liabilities may not be shared with a member of the Wider Group; and

(x)	in respect of Ziggo Holdco, any Financial Indebtedness under the Original Senior Unsecured Notes provided that prior to the Closing Date an irrevocable redemption notice has been issued in respect of the redemption of all of such Financial Indebtedness in accordance with the terms of the indenture governing the Original Senior Unsecured Notes.

21.28	ERISA

(a)	Each Obligor 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.

(b)	Each Obligor shall 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

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21.29	No Permitted Affiliates prior to Debt Pushdown Date

22.	ACCEDING GROUP COMPANIES

22.1	Acceding Borrowers

(a)	Subject to paragraph (b) below, Bidco may, upon not less than 5 Business Days prior written notice to the Facility Agent, request that any member of the Group which is a directly or indirectly wholly-owned Subsidiary of Bidco becomes an Acceding Borrower under this Agreement.

(b)	Such member of the Group may become an Acceding Borrower to a Facility if:

(i)	it is a US Borrower or it is incorporated in the same jurisdiction as an existing Borrower (other than the US Borrower) for that Facility or the Instructing Group has approved the addition of that member of the Group as an Acceding Borrower;

(ii)	such member of the Group and Bidco delivers to the Facility Agent a duly completed and executed Accession Notice pursuant to which such member of the Group 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)	(other than in the case of an accession of the US Borrower), Bidco confirms that no Event of Default is continuing or would occur as a result of that member of the Group 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 Group, each in form and substance satisfactory to the Facility Agent, acting reasonably; and

(v)	in the case of the proposed US Borrower, any person which holds ownership interests in the US Borrower (to the extent not already a Guarantor) accedes to this Agreement as an Acceding Guarantor in

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(c)	The Facility Agent shall notify Bidco and the Lenders promptly upon being satisfied that the conditions specified in paragraph (b) above have been satisfied.

22.2	Acceding Guarantors

(a)	Subject to paragraph (b) below, Bidco may, upon not less than 5 Business Days prior written notice (a 1 Business Day’s prior written notice in relation to the proposed Dutch Newco) to the Facility Agent, request that any member of the Group become an Acceding Guarantor under this Agreement.

(b)	Such member of the Group may become an Acceding Guarantor if:

(i)	such member of the Group or Bidco deliver to the Facility Agent a duly completed and executed Accession Notice;

(ii)	Bidco confirms that no Event of Default is continuing or would occur as a result of that member of the Group 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 Group, each in form and substance satisfactory to the Facility Agent, acting reasonably.

(c)	The Facility Agent shall notify Bidco and the Lenders promptly upon being satisfied that the conditions specified in paragraph (b) above have been satisfied.

22.3	Assumption of Rights and Obligations

23.	EVENTS OF DEFAULT

23.1	Events of Default

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23.2	Non-payment

23.3	Breach of Other Obligations

(a)

At any time an Obligor fails to comply with (or Bidco fails to procure any other member of the Bidco Group's compliance with) Clauses 21.7 (Pari Passu Ranking), 21.9 (Restricted Payments), 21.22 (Holding Companies), 21.23 (Negative Pledge), 21.24 (Disposals), 21.25 (Loans and Guarantees), 21.26 (Acquisitions) or 21.10 (Share Capital) or, subject to the expiry of the cure period in Clause 20.4 (Cure Provisions), 20 (Financial Covenants).

(b)	Following the Closing Date, Bidco fails to procure a member of the Bidco Group’s compliance with Clauses 21.22 (Holding Companies), 21.23 (Negative Pledge), 21.24 (Disposals), 21.25 (Loans and Guarantees) or 21.26 (Acquisitions).

(c)

An Obligor fails to comply (or Bidco fails to procure any other member of the Bidco Group's compliance), or (following the Closing Date) Bidco fails to procure a member of the Bidco Group’s compliance, with the provisions of the Finance Documents (other than those referred to in paragraphs (a) and (b) above or Clause 23.2 (Non-payment)) 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 Bidco requiring the same to be remedied.

23.4	Misrepresentation

23.5	Cross Default

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(a)	Subject to paragraph (e) 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 (e) 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 (e) 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)	Subject to paragraph (e) below, any Bidco Parent Debt 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.

(e)	It shall not be an Event of Default under this Clause 23.5 (Cross Default):

(i)	where the aggregate principal amount (or, if the relevant Financial Indebtedness relates to a Hedging Agreement, the amount or value (as applicable)) of all Financial Indebtedness to which any event specified in paragraphs (a), (b), (c) or (d) 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 23.5 (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

(iv)	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 Bidco Parent or the Group at any time during the Availability Period; or

(v)	if such Financial Indebtedness is owed by one member of the Group to another member of the Group; or Borrower.

23.6	Insolvency

(a)	Proceedings have been commenced in respect of any Obligor 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

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(b)	A moratorium is declared in respect of the Financial Indebtedness in respect of any Obligor. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

23.7	Insolvency Proceedings

(a)	do not relate to the appointment of an administrator and are stayed or discharged within 30 days from their commencement; or

(b)	in connection with a reconstruction, amalgamation, solvent liquidation or dissolution on terms approved by the Facility Agent (acting on the instructions of the Instructing Group).

23.8	United States Bankruptcy Laws

(a)	In this Clause:

(b)	Any of the following occurs in respect of a US Obligor:

(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;

(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

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(iv)	an order for relief or other order approving any case or proceeding is entered under any U.S. Bankruptcy Law.

23.9	Execution or Distress

23.10	Similar Events

23.11	Unlawfulness

23.12	Repudiation

23.13	Bidco Intercreditor Default

23.14	Material Adverse Change

23.15	ERISA

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23.16	Acceleration

(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 Obligor under the Finance Documents, cancel the Total Commitments at which time they shall immediately be cancelled;

(d)	exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

23.17	Automatic Acceleration

23.18	Repayment on Demand

(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 an Obligor under the Finance Documents) or withdraw its declaration with effect from such date as it may specify in such notice; and/or

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(b)	select as the duration of any Interest Period or Term which begins whilst such declaration remains in effect a period of 6 months or less.

24.	DEFAULT INTEREST

24.1	Consequences of Non-Payment

24.2	Default Rate

(d)

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 1%, the Margin, (as aforesaid) 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

(e)

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 1% the rate which would have been applicable to it had it not so fallen due.

24.3	Maturity of Default Interest

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24.4	Construction of Unpaid Sum

25.	GUARANTEE AND INDEMNITY

25.1	Guarantee

25.2	Indemnity

25.3	Continuing and Independent Obligations

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25.4	Avoidance of Payments

25.5	Immediate Recourse

25.6	Waiver of Defences

(a)	the winding-up, dissolution, administration or reorganisation of any Borrower or any other person or any change in the status, function, control or ownership of any Borrower or any such person;

(b)	any of the obligations of any Borrower or any other person under any Finance Document or any Security held by any Finance Party therefor being or becoming illegal, invalid, unenforceable or ineffective in any respect;

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(c)	any time or other indulgence being granted to or agreed (i) to or with any Borrower or any other person in respect of its obligations or (ii) in respect of any security granted under any 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 any other person under any Finance Document;

(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 any other person under the 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 Finance Party in respect of any Borrower’s obligations under any 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 or any other person;

(h)	any amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of a 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 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 Finance Parties or any of them by this Agreement or by Law.

25.7	No Competition

(a)	to claim by way of contribution or indemnity in relation to any of the obligations of each Borrower under any of the Finance Documents;

(b)	to claim or prove as a creditor of any Borrower or any other person or its estate in competition with the 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 Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

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(d)	to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 25.1 (Guarantee); or

(e)	to exercise any right of set-off against any Obligor,

25.8	Appropriation

25.9	Guarantee Limitations - Dutch

25.10	Limitation of Liabilities of US Guarantors

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25.11	US Guarantors

(a)	it will receive valuable direct or indirect benefits as a result of the transactions financed by the Finance Documents;

(b)	those benefits will constitute reasonably equivalent value and fair consideration for the purpose of any fraudulent transfer law; and

(c)	each Finance Party has acted in good faith in connection with the guarantee given by that US Guarantor and the transactions contemplated by the Finance Documents.

26.	ROLE OF THE FACILITY AGENT, THE ARRANGERS AND OTHERS

26.1	Appointment of the Facility Agent

26.2	Duties of the Facility Agent

(a)	Subject to paragraph (b) below, the Facility Agent shall promptly forward to a Party 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 33.14 (Copy of Transfer Deed, Transfer Agreement or Increase Confirmation), paragraph (a) above shall not apply to any Transfer Deed, Transfer Agreement or any Increase Confirmation.

(c	Except where a 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.

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(d)	If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Facility Agent, the Arranger or the Security Agent) under this Agreement it shall promptly notify the other 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 any of the Obligors under the 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 Finance Document.

(h)	The duties of the Facility Agent under the Finance Documents are, save to the extent otherwise expressly provided, solely mechanical and administrative in nature.

(i)

The Facility Agent shall provide to Bidco within 5 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 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 to and by each Lender to whom any communication under or in connection with the 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 Finance Documents.

26.3	Role of the Bookrunners and the Arrangers

26.4	No Fiduciary Duties

(a)	Nothing in the Finance Documents constitutes the Facility Agent or any of the Arrangers as a trustee or fiduciary of any other person.

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(b)	None of the Facility Agent, the Security Agent or the Arrangers, 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.

26.5	Business with the Wider Group

26.6	Discretion of the Facility Agent

(a)	The Facility Agent 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 23.2 (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

(iii)	any notice or request made by the Obligors’ Agent is made on behalf of and with the consent and knowledge of all the Obligors.

(c)	The Facility Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(d)	The Facility Agent may act in relation to the Finance Documents through its personnel and agents.

(e)	The Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(f)	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 Bidco and shall disclose the same upon the written request of Bidco or the Instructing Group.

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(g)	Notwithstanding any other provision of any 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.

26.7	Instructing Group Instructions

(a)

Unless a contrary indication appears in a Finance Document, the Facility Agent shall (i) act in accordance with any instructions given to it by the Instructing Group or the Revolving Facility Instructing Group, as applicable (or, if so instructed by the Instructing Group or the 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 Finance Document, any instructions given by (i) the Instructing Group will be binding on all the Finance Parties (provided that where Instructing Group refers only to more than 50% 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.

(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 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 Bidco Security Documents or enforcement of the Security or Bidco Security Documents.

26.8	No Responsibility

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(a)	responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by any Finance Party or an Obligor or any other person in or in connection with any Finance Document;

(b)	responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document; or

(c)	responsible for any determination as to whether any information provided or to be provided to any 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.

26.9	Exclusion of Liability

(a)	Without limiting paragraph (b) below (and without prejudice to the provisions of paragraph (e) of Clause 29.8 (Disruption to Payment Systems), the Facility Agent will not be liable to any Finance Party for any action taken by it under or in connection with any Finance Document, unless directly caused by its negligence or wilful misconduct.

(b)	No Party may take any proceedings, or assert or seek to assert any claim, against any officer, employee or agent of any Agent in respect of any claim it might have against such Agent, or in respect of any act or omission of any kind by that officer, employee or agent in relation to any 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 12.6 (Notification) or any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by it if it has taken all reasonable steps to comply with Clause 12.6 (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.

26.10	Lender’s Indemnity

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26.11	Resignation

(a)	The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom or The Netherlands as successor Facility Agent by giving notice to the Lenders and Bidco.

(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 Bidco, in which case the Instructing Group may appoint a successor Facility Agent (acting through an office in the United Kingdom or The Netherlands), approved by Bidco, 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 or The Netherlands), approved by Bidco, acting reasonably.

(c)

Provided no Default is outstanding, Bidco 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 Bidco shall appoint a successor Facility Agent acting through an office in the United Kingdom or The Netherlands (without requiring consent from any Finance Party). Bidco 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 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 Finance Documents but shall remain entitled to the benefit of this Clause 25 (Role of the Facility Agent, the Arrangers and others). The Facility Agent’s successor and each of the other Parties 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.

26.12	Replacement

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(a)	The Instructing Group may, with the prior written consent of Bidco, by giving 30 days' notice to the Facility Agent (or, at any time the Facility Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Facility Agent by appointing a successor Facility Agent.

(b)	The retiring Facility Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents.

(c)

The appointment of the successor Facility Agent shall take effect on the date specified in the notice from the Instructing Group to the retiring Facility Agent. As from this date, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) above) but shall remain entitled to the benefit of Clause 34.6 (Indemnity to the Facility Agent) and this Clause (and any agency fees for the account of the retiring Facility Agent shall cease to accrue from (and shall be payable on) that date).

(d)	Any successor Facility Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

26.13	Confidentiality

(a)	The Facility Agent (in acting as agent for the 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.

(c)	Notwithstanding any other provision of any Finance Document to the contrary, the 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.

26.14	Facility Office

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26.15	Credit Appraisal by the Lenders

(a)	the financial condition, status and nature of each member of the Bank Group;

(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any 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 Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any 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 Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(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.

26.16	Deduction from Amounts Payable by the Facility Agent

26.17	Obligors’ Agent

(a)	Each Obligor (other than Bidco) irrevocably authorises Bidco to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

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(i)

Bidco 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 Finance Document and to enter into any agreement in connection with the Finance Documents notwithstanding that the same may affect such Obligor, without further reference to or the consent of such Obligor; and

(ii)	each Finance Party to give any notice, demand or other communication to be given to or served on such Obligor pursuant to the Finance Documents to Bidco on its behalf,

(b)

Every act, omission, agreement, undertaking, settlement, waiver, notice or other communication given or made by the Obligors’ Agent under any Finance Document, or in connection with this Agreement (whether or not known to 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 all other Obligors as if 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 or any other Obligor, those of the Obligors’ Agent shall prevail.

26.18	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 no 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 no Obligor shall (and Bidco shall procure that no member of the 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 Bank Group.

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(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 Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 36.5 (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 36.2 (Giving of Notice) and Clause 36.5(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.

26.19	Accession documents

27.	BORROWERS’ INDEMNITIES

27.1	General Indemnities

(a)	each of the 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 its funding or making arrangements to fund its portion of an Advance 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).

27.2	Break Costs

(a)	A Borrower shall, within 10 Business Days of demand by a Finance Party, pay to that 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.

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(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.

28.	CURRENCY OF ACCOUNT

28.1	Currency

(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 15.3 (Tax Indemnity) or Clause 16.1 (Increased Costs) shall be made in the currency specified by the Finance Party claiming under it, acting reasonably.

28.2	Currency Indemnity

(a)	If any sum due from an Obligor under the 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)	Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

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29.	PAYMENTS

29.1	Payment to the Facility Agent

29.2	Distributions by the Facility Agent

29.3	Clear Payments

29.4	Impaired Agent

(a)

If, at any time, the Facility Agent becomes an Impaired Agent, a Obligor or a Lender which is required to make a payment under the Finance Documents to the Facility Agent in accordance with Clause 29.1 (Payment to 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 Finance Party beneficially entitled to that payment under the Finance Documents. In each case such payments must be made within 5 Business Days of the due date for payment under the Finance Documents.

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(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 29.4 (Impaired Agent) shall be discharged of the relevant payment obligation under the 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 26.11 (Resignation), each Party which has made a payment to a trust account in accordance with this Clause 29.4 (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.

29.5	Partial Payments

(a)	first, in payment in or towards payment pro rata of any unpaid fees, costs and expenses incurred by the Facility Agent and the Security Agent under the Finance Documents;

(b)	secondly, in or towards payment pro rata of any accrued interest or commission due but unpaid under any Finance Document;

(c)	thirdly, in or towards payment pro rata of any principal due but unpaid under any Finance Document; and

(d)	fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents,

29.6	Indemnity

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29.7	Notification of Payment

29.8	Disruption to Payment Systems

(a)	the Facility Agent may, and shall if requested to do so by Bidco, consult with Bidco with a view to agreeing with Bidco 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 Bidco 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;

(c)	the Facility Agent may consult with the 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 Bidco shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Finance Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 (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 29.8 (Disruption to Payment Systems); and

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(f)	the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

29.9	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.

30.	SET-OFF

30.1	Right to Set-off

30.2	No Obligation

31.	SHARING AMONG THE FINANCE PARTIES

31.1	Payments to Finance Parties

(a)	the Recovering Finance Party shall, within 3 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 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 29.5 (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

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(c)	the Recovering Finance Party shall, within 3 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 Finance Party as its share of any payment to be made, in accordance with Clause 29.5 (Partial Payments).

31.2	Redistribution of Payments

31.3	Recovering Finance Party’s Rights

31.4	Reversal of Redistribution

(a)

each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause 31.2 (Redistribution of Payments) shall, upon the request of the Facility Agent, pay to the Facility Agent for account of that Recovering Finance Party an amount equal to its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its share of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and

(b)	that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the relevant Obligor will be liable to the reimbursing Finance Party for the amount so reimbursed.

31.5	Exceptions

(a)	This Clause 31 (Sharing among the Finance Parties) shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause 31 (Sharing among the Finance Parties), have a valid and enforceable claim against the relevant Obligor.

(b)	A Recovering Finance Party is not obliged to share with any other Finance Party under this Clause 31 (Sharing among the Finance Parties), any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

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(i)	it notified such other Finance Party of the legal or arbitration proceedings; and

(ii)	such other 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.

32.	CALCULATIONS AND ACCOUNTS

32.1	Day Count Convention

32.2	Reductions

32.3	Reference Banks

32.4	Maintain Accounts

32.5	Control Accounts

(a)	the amount and the Euro Amount of any Advance or Unpaid Sum and the face amount, and each Lender’s share in it;

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(b)	the amount of all principal, interest and other sums due or to become due from the Obligors to any of the Lenders under the Finance Documents and each Lender’s share in it; and

(c)	the amount of any sum received or recovered by the Facility Agent under this Agreement and each Lender’s share in it.

32.6	Prima Facie Evidence

32.7	Certificate of Finance Party

32.8	Certificate of the Facility Agent

33.	ASSIGNMENTS AND TRANSFERS

33.1	Successors and Assignees

33.2	Resignation of a Borrower

(a)	With the prior consent of the Instructing Group, Bidco 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 Bidco and the other Finance Parties of its acceptance if:

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(i)	Bidco 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 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 19.3(a) (Legal Validity)) and the amount guaranteed by it as a Guarantor is not decreased, subject to Clause 39.8 (Release of Guarantees and Security).

(c)	Upon notification by the Facility Agent to Bidco 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 Finance Documents as a Borrower.

(d)	The Facility Agent may, at the cost and expense of Bidco, 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.

33.3	Assignment or Transfers by the Obligors

(a)	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

(b)

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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33.4	Assignments or Transfers by Lenders

(a)

Subject to the other provisions of this Clause 33.4 (Assignments or Transfers by Lenders), any Lender may, at any time, assign all or any of its rights and benefits under the Finance Documents in accordance with Clause 33.5 (Assignments) or transfer all or any of its rights, benefits and obligations under the Finance Documents to any person (a “New Lender”) in accordance with Clause 33.6 (Transfer Deed) provided that the prior written consent of Bidco is received in respect of any assignment or transfer, such consent not to be unreasonably withheld, provided that:

(i)	such consent shall be deemed to have been given if not declined in writing within 5 Business Days of a written request by any Lender to Bidco;

(ii)	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);

(iii)	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.

(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 Bidco, provided that no such consent shall be required in the case of any assignment or transfer:

(i)	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); 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 or €1,000,000 (in the case of participations in Advances denominated in Dollars or euro respectively) (or its equivalent as

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(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) or such higher amount as may be required from time to time for the party assuming the commitment to be deemed a professional market party within the meaning of the Dutch Financial Supervision Act (Wet op het financieel toezicht) in the Facilities; or

(C)	in relation to its participation in the Revolving Facility or an Additional Facility that is a 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 or the Additional Facility that is a revolving facility (as applicable); or

(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 paragraphs (b), (c), (d) or (e) of Clause 39.2 (Consents).

(d)	For the purposes of satisfying the minimum hold requirement set out in paragraph (c) (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 Clause 33.4 (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 Term or (ii) any Repayment Date.

(f)	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

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(g)

No Lender may assign all or any of its rights and benefits or transfer all or any of its rights, benefits and obligations, in each case, under the Finance Documents in relation to the Revolving Facility to any person unless at the same time it assigns a pro rata share of its rights and benefits or transfers a pro rata share of its rights, benefits and obligations to that person, in each case, under the Refinancing Facilities Agreement in relation to the RCF1 Facility.

33.5	Assignments

(a)

Unless such assignment or transfer is effected by a Transfer Agreement pursuant to Clause 33.7 (Transfer Agreements), if any Lender wishes to assign all or any of its rights and benefits under the Finance Documents, unless and until the relevant assignee has agreed with the other 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 Finance Documents as a Lender, such assignment shall not become effective and the other 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.

(b)

Without limiting any right or discretion of the Facility Agent under the Finance Documents, the Facility Agent may in its discretion stop processing assignments or transfers under this Clause 33 (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.

33.6	Transfer Deed

(a)

If any Lender wishes to transfer all or any of its rights, benefits and/or obligations under the 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 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 33.7 (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.

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(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 Finance Documents, the Borrower and such Lender shall be released from further obligations towards one another under the 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 33.6 (Transfer Deed) as “discharged rights and obligations”);

(ii)	The Borrower 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 such Borrower and such New Lender have assumed and/or acquired the same in place of Borrower and such Lender;

(iii)

the other 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 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 and the Security Agent and the Lender which has transferred its rights, benefits and obligations shall each be released from further obligations to each other under the Finance Documents; and

(v)	all payments due hereunder from any Obligor shall be due and payable to such New Lender and not to the transferring Lender; and

(xv)	such New Lender shall become a Party as a Lender.

33.7	Transfer Agreements

(a)

Subject to the other provisions of this Clause 33 (Assignments and Transfers), a Lender may effect an assignment or transfer of an interest in any Facility by (A) executing and delivering to the Facility Agent a Transfer Agreement via an electronic settlement system acceptable to the Facility Agent or (B) 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

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(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 33.9 (Assignment or Transfer Fee) and, if required, the written consent of Bidco to such assignment and any applicable tax forms, the Facility Agent shall (i) accept such 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 33.15 (The Register).

33.8	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 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 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 Bank Group of its obligations under the Finance Documents or any other document; or

(iv)	the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

(b)	Each New Lender confirms to the Transferor and the other 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

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(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 Finance Documents or any Commitment is in force.

(c)	Nothing in any Finance Document obliges a Transferor to:

(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 33 (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 Finance Documents or otherwise.

33.9	Assignment or Transfer Fee

33.10	Disclosure of Information

(a)	Each of the Facility Agent, the Security Agent, the Bookrunners, the Arrangers and each Lender agrees to maintain the confidentiality of all information received from any member of the Wider Group relating to 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 33.10 (Disclosure of Information);

(ii)	is available to the Facility Agent, the Security Agent, the Bookrunners, the Arrangers or the Lenders 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 Agent, the Bookrunners, the Arrangers and any the Lender after that date of receipt other than from a source which is connected with the Group and which,

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(b)

Notwithstanding paragraph (a) above, any Finance Party may disclose to any of its Affiliates, to any actual or potential assignee or New Lender, to any finance party under the Refinancing Facilities Agreement or under the Subordinated Bridge Facility Agreement 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 Obligor or the Wider Group as a whole as such Lender shall consider appropriate (including any Finance 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.

33.11	Disclosure to Numbering Service Providers

(a)	Any Finance Party may disclose to any national or international numbering service provider appointed by that 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 the Facilities;

(x)	ranking of the Facilities;

(xi)	the Termination Date for the Facilities;

(xii)	changes to any of the information previously supplied pursuant to paragraphs (i) to (xi) above; and

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(xiii)	such other information agreed between such Finance Party and Bidco, 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 Borrower 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.

33.12	Disclosure to Administration/Settlement Services Providers

(a)	that Finance Party;

(b)	a person to (or through) whom that 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 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 Finance Documents and/or one or more Obligors,

33.13	No Increased Obligations

(a)	a Lender assigns or transfers any of its rights or obligations under the 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, a an Obligor would be obliged to make a payment to the assignee, New Lender or the Lender acting through its new Facility Office

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33.14	Copy of Transfer Deed, Transfer Agreement or Increase Confirmation

33.15	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 33.6 (Transfer Deed) and each Increase Certificate 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.

(b)	Each Party 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 33.14 (Copy of Transfer Deed, Transfer Agreement or Increase Confirmation) without any further consent of, or consultation with, such Party.

(c)	The Facility Agent shall, upon request by an Existing Lender or a New Lender, confirm to that Existing Lender or New Lender whether a transfer or assignment from that Existing Lender or (as the case may be) to that New Lender has been recorded on the Register (including details of the Commitment of that Existing Lender or New Lender in the Facility).

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33.16	Security Over Lenders’ Rights

(a)	any charge, assignment or other Security to secure obligations to a government authority, department or agency 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,

(i)	release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or other Security for the Lender as a party to any of the 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 Finance Documents.

33.17	Pro rata Interest Settlement

(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 Term (or, if the Interest Period or Term 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 or Term); 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:

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(i)	when the Accrued Amounts become payable, those Accrued Amounts will be payable for the account of the Transferor; and

(ii)	the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 33.17 (Pro rata Interest Settlement), have been payable to it on that date, but after deduction of the Accrued Amounts.

33.18	Notification

33.19	Debt Purchase

(a)	For so long as:

(i)	a Bidco 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,

(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 Finance Documents such Commitment shall be deemed to be zero; and

(iv)	for the purposes of Clause 39.2 (Consents), such Bidco 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.

33.1	Designated Entities

(a)	A Lender (the “Related Lender”) may designate an affiliate or substitute Facility Office (a “Designated Entity”) as its Facility Office for the purpose of participating in Advances to a Borrower in a particular jurisdiction.

(b)	An affiliate or Facility Office of a Lender may be designated for the purposes of paragraph 33.1 by:

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(i)	appearing in the list of Designated Entities in Schedule 12 (List of Designated Entities) of this Agreement and signing this Agreement as a Designated Entity; or

(ii)	acceding as a Designated Entity by signing an accession agreement substantially in the form of Schedule 12 (Form of Designated Entity Accession Agreement).

(c)	A Designated Entity does not have any Commitment and does not have any obligations under this Agreement prior to such Designated Entity participating in an Advance.

(d)	When a Designated Entity participates in an Advance:

(i)	subject to paragraph (e) below, it shall be entitled to all the rights of a Lender and have the corresponding obligations of a Lender, in each case under the Finance Documents relating to its participation in any such Advances; and

(ii)	the other parties to the Finance Documents shall treat the Designated Entity as a Lender for these purposes.

(e)	For the purposes only of voting in connection with any Finance Document, the participation of a Designated Entity in any outstanding Advances shall be deemed to be a participation of the Related Lender.

(f)	Any notice or communication to be made to a Designated Entity shall be served directly on the Designated Entity at the address supplied to the Facility Agent by the Related Lender where the Related Lender or Designated Entity reasonably requests or, if no such request has been made, shall be delivered to the Related Lender in accordance with this Agreement.

(g)	A Designated Entity may assign or transfer any of its rights and obligations under this Agreement in respect of its participation in any Advance (and the Related Lender may assign or transfer any corresponding Commitment) in accordance with Clause 32.8 (Assignments and Transfers).

34.	COSTS AND EXPENSES

34.1	Transaction Expenses

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34.2	Amendment Costs

34.3	Enforcement Costs

34.4	Stamp Duties

34.5	Other Indemnities

(a)	the occurrence of any Event of Default;

(b)	a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 31 (Sharing among the 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.

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34.6	Indemnity to the Facility Agent

(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.

35.	REMEDIES AND WAIVERS

36.	NOTICES AND DELIVERY OF INFORMATION

36.1	Writing

36.2	Giving of Notice

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36.3	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 Bidco and the Facility Agent (the “Designated Website”) or by e-mailing such information to the Facility Agent, if:

(i)	the Facility Agent expressly agrees that it 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, Bidco 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 Bidco 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 Bidco accordingly and Bidco 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 Bidco 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. Bidco shall comply with any such request within 10 Business Days.

(e)	Subject to the other provisions of this Clause 36.3 (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.

(f)	For the purposes of paragraph (a) above, the Facility Agent hereby expressly agrees that:

(i)	it will accept delivery of documents required to be delivered under Clause 21.2 (Financial Information) by the posting of such documents to the Designated Website or by email delivery to the Facility Agent; and

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(ii)	it has agreed to the format of the information required to be delivered under Clause 21.2 (Financial Information).

36.4	Public or Private Information

36.5	Electronic Communication

(a)	Any communication to be made under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if those two parties:

(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 those two parties will be effective only when actually received in readable form and in the case of any electronic communication made by a party to the Facility Agent only if it is addressed in such a manner as the Facility Agent shall specify for this purpose.

36.6	Certificates of Officers

36.7	Patriot Act

36.8	Communication when Facility Agent is Impaired Agent

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37.	ENGLISH LANGUAGE

38.	PARTIAL INVALIDITY

(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.

39.	AMENDMENTS

39.1	Amendments Generally

39.2	Consents

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(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 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 or any interest payment, fees or other amounts due under this Agreement to such Lender from any Obligor or any other Party;

(d)	any change in the currency of payment of any amount under the Finance Documents;

(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 any Obligor or any other Party;

(f)	the deferral of any Termination Date or Final Maturity Date;

(g)	any reduction to the percentages set forth in the definition of the Instructing Group; or

(h)	a change to this Clause 39.2 (Consents) and Clause 39.7 (Guarantees and Security).

39.3	Facility Agent

39.4	Class Exception

(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,

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39.5	Revolving Facility Exception

39.6	Technical, Operational and OID Amendments

(a)	Notwithstanding any other provision of this Clause 39 (Amendments), the Facility Agent may at any time without the consent or sanction of the Lenders, concur with Bidco in making any modifications to any 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)	is of a minor or technical nature; or

(iii)	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 Bidco to fund any original issue discount required to be paid to that Lender in relation to that Facility under any Fee Letter.

(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 Bidco to the Lenders as soon as practicable thereafter.

39.7	Guarantees and Security

39.8	Release of Guarantees and Security

(a)	Subject to paragraph (b) below, at the time of completion of any disposal by the Holding Company of Bidco or of any Obligor, or any other security provider of any shares, assets or revenues, the Security Agent shall (and it is hereby authorised

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(i)	release those shares, assets or revenues from Security constituted by any relevant Bidco Security Document or certify that any floating charge constituted by any relevant Bidco 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 a Subsidiary of the Holding Company of Bidco, from any guarantee, indemnity or Bidco Security Document to which it is a party and its other obligations under any other Finance Document,

(b)	The Security Agent 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 21.24 (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 Agent has either received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) one or more duly executed Bidco 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 Bidco Security Documents.

(c)

The Security Agent shall (and it is hereby authorised by the other 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 the Bidco Intercreditor Agreement: (ii) to which a prior written consent of the relevant Lenders has been granted in accordance with Clause 39.7 (Guarantees and Security); and (iii) required to permit the granting of any Security Interest permitted under Clause 21.23 (Negative Pledge).

(d)	Notwithstanding any other provision of this Agreement, Bidco may require the Security Agent to, and the Security Agent shall (and it is hereby authorised by the other 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 Bidco Security Documents

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39.9	Amendments Affecting the Facility Agent

(a)	amend or waive any provision of Clause 25 (Role of the Facility Agent, the Arrangers and Others), Clause 33.10 (Disclosure of Information), Clause 33.1 (Costs and Expenses) or this Clause 39 (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.

39.10	Calculation of Consent

39.11	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 Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments.

(b)	For the purposes of this Clause 39.11 (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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39.12	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,

(b)

Bidco shall have no right to replace the Arrangers, the Facility Agent or the Security Agent and none of the foregoing nor shall any Lender have any obligation to Bidco to find a replacement Lender or other such entity. Bidco 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.

40.	THIRD PARTY RIGHTS

(a)	A person which is not a Party (a “third party”) shall have no right to enforce any of its provisions except that:

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(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)	Clause 16 (Increased Costs) and Clause 26.9 (Exclusion of Liability) shall be enforceable by any third party referred to in such clause as if such third party were a Party.

(b)	The Parties may without the consent of any third party vary or rescind this Agreement.

41.	COUNTERPARTS

42.	GOVERNING LAW

43.	JURISDICTION

43.1	Courts

43.2	Waiver

43.3	Service of Process

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43.4	Proceedings in Other Jurisdictions

43.5	US Borrower

43.6	General Consent

43.7	Waiver of Immunity

43.8	Waiver of Trial by Jury

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44.	COMPLETE AGREEMENT

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1.	Corporate Documents

(a)	A copy of the constitutional documents of each Obligor (including without limitation an extract of registration from the Trade Register of the Chamber of Commerce in respect of Bidco).

(b)	A copy of a resolution of the board or, if applicable, a committee of the board of directors of each Obligor:

(i)	approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform the Finance Documents to which it is a party;

(ii)	authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;

(iii)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and

(iv)	authorising the Obligor to act as its agent in connection with the Finance Documents.

(c)	If applicable, a copy of a resolution of the board of directors of the relevant company, establishing the committee referred to in paragraph (b) above.

(d)	A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents and related documents.

(e)	To the extent legally necessary, a copy of a resolution signed by all the holders of the issued shares in the Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Obligor is a party.

(f)	A certificate of each Obligor (signed by a director) confirming that borrowing or guaranteeing or securing, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on such Obligor to be exceeded.

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(g)	A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in this Part 1A of Schedule 3 (Conditions Precedent) is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.

2.	Acquisition Agreement

3.	Finance Documents and other documents

(a)	A copy of this Agreement duly executed by the parties thereto.

(b)	The Subordinated Bridge Facility Agreement, duly executed by each of the parties thereto.

(c)	A copy of the Fee Letter duly executed by LGE Holdco VI B.V., LGE Holdco VII B.V. or one of its Affiliates (as applicable).

(d)	Agreed form copy of the Bidco Proceeds Loan.

4.	Intercreditor Documents

(a)	The Bidco Intercreditor Agreement, duly executed by each of the parties thereto.

(b)	The Loss Sharing Deed, duly executed by each of the parties thereto.

5.	Bidco Security Documents

(a)	Agreed form copy of the Bidco Share Pledge; and

(b)	Agreed form copy of the Bidco Proceeds Loan Pledge.

6.	Legal Opinions

(a)	A legal opinion of Allen & Overy LLP, legal advisers to the Facility Agent and the Mandated Lead Arrangers as to English law, substantially in the form distributed to the Original Lenders prior to the Signing Date.

(b)	A legal opinion of Clifford Chance LLP, legal advisers to the Facility Agent and the Mandated Lead Arrangers as to Dutch law, substantially in the form distributed to the Original Lenders prior to the Signing Date.

7.	Other documents and evidence

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(a)	A copy of the Group Structure Chart.

(b)	An executed copy of the Refinancing Facilities Agreement.

(c)	A copy of the Information Memorandum (provided that it shall not be required to be satisfactory, in form and substance, to the Facility Agent).

(d)	Confirmation from Bidco to the Facility Agent that the Structure Memorandum has not been amended, supplemented or replaced in a manner that is materially adverse to the interests of the Lenders (unless the Instructing Group has consented to such amendments, supplements or replacements).

(e)	Evidence that the process agent referred to in Clause 43.3 (Service of Process) has accepted its appointment.

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1.	Corporate Documents

2.	Finance Documents and other documents

3.	Bidco Security Documents

(a)	A duly executed copy of the Bidco Share Pledge.

(b)	A duly executed copy of the Bidco Proceeds Loan Pledge.

4.	Other documents and evidence

(a)	All “know you client” information required by law and regulation relating to the Borrower satisfactory to the Finance Parties (acting reasonably).

(b)	A copy of the Funds Flow Memorandum.

(c)	Either:

(i)	evidence that an irrevocable redemption notice has been issued, prior to or simultaneously with the funding of the Term Loans, in respect of the redemption of all the outstanding Original Senior Unsecured Notes in accordance with the terms of the indenture governing the Original Senior Unsecured Notes;

(ii)	a copy of the executed indenture in connection with the exchange notes relating to the Original Senior Unsecured Notes (to the extent that any such exchange notes have been issued), providing that all such exchange notes will automatically on the Closing Date be further exchanged for new notes to be issued by Bidco Parent (other than any Replacement Issuer); or

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(iii)	a combination of (b)(i) and (b)(ii) above, such that no Original Senior Unsecured Notes will remain outstanding following such redemption and/or exchange.

5.	Ziggo Acquisition

6.	Margin Loan

7.	Collar Loan

8.	Works Council

(a)	It has received an unconditional positive or neutral works council advice (advies) with regard to the Offer.

(b)

Evidence (by way of management certificate or otherwise) that no member of the Bidco Group has a works council which has the right to render advice on the transactions contemplated by the Finance Documents (or that, if it does have such a works council, that such works council has given positive or neutral advice (advies) (unconditional or with conditions that are acceptable to Bidco and that can be satisfied) on those transactions).

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(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 Bidco]/[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 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 Part 1 of Schedule 3 (Conditions Precedent) of the Facilities Agreement 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 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

(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 Finance Documents on behalf of the [Company/Partnership].

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To:	[●]

Date:	[●]

(a)	Facility to be used: [US$ B4/EUR B4/Revolving Facility]

(b)	Euro Amount: EUR[●]/Dollar Amount: USD [●]

(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)

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(i)	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;

(ii)	[●].

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 33.6 (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 completeness of any such information and further agrees that it has not relied and will not rely on the Lender to

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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 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 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 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 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 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 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.

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*	Details of the Lender’s Available Commitment should not be completed after the applicable Termination Date.

8.	Facility Office Address:

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1.	Assignment and Assumption

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2.	Accession to the Bidco Intercreditor Agreement

3.	Accession to the Loss Sharing Deed

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1.	Representations and Warranties

(a)

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 Finance Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the 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 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 Finance Document.

(b)

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 Clauses 33.4 (Assignments or Transfers by Lenders) to 33.6 (Transfer Deed) of the Senior Facilities Agreement (subject to such consents, if any, as may be required under Clause 33.4 (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

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2.	Payments

3.	General Provisions

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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 21.14(d) (Further Assurance.]

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(a)	repeats the Repeating Representations identified as being made by it under Clause 19.24 (Times for Making Representations and Warranties) upon the date New Obligor 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 New Obligor becoming an [Acceding Borrower/an Acceding Guarantor/ a party to this Agreement].

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(a)	Terms defined in the Intercreditor Agreement shall, unless otherwise defined in this Accession Notice, bear the same meaning when used in paragraphs (b) to (d).

(a)	The New Obligor and the Security Agent agree that the Security Agent shall hold:

(i)	any Security in respect of Liabilities created or expressed to be created pursuant to the [Relevant Documents];

(ii)	all proceeds of that Security; and

(iii)

all obligations expressed to be undertaken by the New Obligor to pay amounts in respect of the Liabilities to the Security Agent as trustee for the Secured Parties (in the [Relevant Documents] or otherwise) and secured by the Transaction Security together with all representations and warranties expressed to be given by the New Obligor (in the Relevant Documents or otherwise) in favour of the Security Agent as trustee for the Secured Parties,

(b)	The New Obligor confirms that it intends to be party to the Intercreditor Agreement as a Debtor, undertakes to perform all the obligations expressed to be assumed by a Debtor under the Intercreditor Agreement and agrees that it shall be bound by all the provisions of the Intercreditor Agreement as if it had been an original party to the Intercreditor Agreement.

(c)

[In consideration of the New Obligor being accepted as an Intra-Group Lender for the purposes of the Intercreditor Agreement, the Acceding Debtor also confirms that it intends to be party to the Intercreditor Agreement as an Intra-Group Lender, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by an Intra-Group Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement].*

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1.	Corporate Documents

(a)	a copy of its up-to-date constitutional documents;

(b)	in the case of an Acceding Group Company only:

(i)

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 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)	in the case of a security provider:

(i)	a board resolution or a manager’s resolution or a partner’s resolution of such person approving the execution and delivery of the relevant Bidco Security Document and the performance of its obligations thereunder and authorising a person or persons identified by name or office to sign such Bidco Security Document and any other documents to be delivered by it pursuant thereto;

(d)	in the case of an Acceding Group Company only:

(i)	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 Finance Documents to which it is a party and the terms and conditions to it; and

(ii)	a duly completed certificate of a duly authorised officer of such person substantially in the form of Part 2 of Schedule 3 (Form of Officer’s Certificate).

(e)	in respect of any Acceding Group Company which is a US Obligor, a certificate of good standing from the applicable Secretary of State or other governmental

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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:

(i)	the due incorporation, capacity and authorisation of the relevant Acceding Group Company or security provider; and

(ii)	the relevant obligations to be assumed by the relevant Acceding Group Company under the Finance Documents, or by the security provider under the Bidco Security Document, to which it is a party being legal, valid, binding and enforceable against it,

3.	Necessary Authorisations

4.	Bidco Security Documents

(a)

In the case of an Acceding Guarantor, an Acceding Borrower (other than any Acceding Group Company established in the US) or a security provider, at least 2 original copies of any Bidco Security Documents required by the Facility Agent, acting reasonably in accordance with the terms of this Agreement duly executed by the proposed Acceding Guarantor, Acceding Borrower or other relevant security provider together with all documents required to be delivered pursuant to it provided the Acceding Guarantor, Acceding Borrower or security provider shall be under no obligation to procure the granting of Security over any shares,

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(b)	In the case of an Acceding Group Company established in the US which is not set up as a general partnership, at least 2 original copies of Security Documents creating security over the ownership interests in the US Borrower.

5.	Process Agent

6.	Financial Statements

7.	Accession Documents

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(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)	[●]

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(d)

it has made its own independent investigation and assessment of the financial condition and affairs of each Borrower and such Borrower’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 Finance Party in connection with any Finance Document; and

(e)	it will continue to make its own independent appraisal of the creditworthiness of each Borrower and such Borrower’s related entities while any amount is or may be outstanding under the Facilities Agreement or any Additional Facility Commitment is in force.

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1.	Corporate Documents

(a)	a copy of its up-to-date constitutional documents or a certificate of an authorised officer of Bidco 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 Borrower 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 3 of 7 (Form of Additional Facility Officer’s Certificate) with such amendments as the Facility Agent may agree.

2.	Fees

3.	Legal Opinions

(a)	the due incorporation, capacity and authorisation of the relevant Additional Facility Borrower; and

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

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(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 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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To:	[●] as Facility Agent, [●] as Security Agent, and [●] as Bidco (for and on behalf of the Borrower)

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1.	DEFINITIONS AND INTERPRETATIONS    1

2.	THE FACILITY    26

3.	CONDITIONS    29

4.	UTILISATION    31

5.	REPAYMENT    31

6.	CANCELLATION    32

7.	VOLUNTARY PREPAYMENT    34

8.	MANDATORY PREPAYMENT AND CANCELLATION    35

9.	INTEREST    36

10.	INTEREST PERIODS    37

11.	MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES    37

12.	COMMISSIONS AND FEES    40

13.	TAX GROSS-UP AND INDEMNITIES    40

14.	INCREASED COSTS    45

15.	ILLEGALITY    46

16.	MITIGATION    47

17.	REPRESENTATIONS AND WARRANTIES    47

18.	GENERAL UNDERTAKINGS    52

19.	EXCHANGE NOTES    56

20.	ACCEDING GROUP COMPANIES    59

21.	EVENTS OF DEFAULT    62

22.	DEFAULT INTEREST    62

23.	GUARANTEE AND INDEMNITY    63

24.	ROLE OF THE FACILITY AGENT, THE ARRANGERS AND OTHERS    66

25.	BORROWER'S INDEMNITIES    74

26.	CURRENCY OF ACCOUNT    75

27.	PAYMENTS    75

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28.	SET-OFF    78

29.	SHARING AMONG THE FINANCE PARTIES    79

30.	CALCULATIONS AND ACCOUNTS    80

31.	ASSIGNMENTS AND TRANSFERS    81

32.	COSTS AND EXPENSES    91

33.	REMEDIES AND WAIVERS    92

34.	NOTICES AND DELIVERY OF INFORMATION    92

35.	ENGLISH LANGUAGE    95

36.	PARTIAL INVALIDITY    95

37.	AMENDMENTS    95

38.	THIRD PARTY RIGHTS    101

39.	COUNTERPARTS    101

40.	GOVERNING LAW    101

41.	JURISDICTION    102

42.	COMPLETE AGREEMENT    103

SCHEDULE 1	104

SCHEDULE 2 CONDITIONS PRECEDENT	107

SCHEDULE 3 FORM OF UTILISATION REQUEST (ADVANCES)	111

SCHEDULE 4 FORM OF TRANSFER CERTIFICATE	112

SCHEDULE 5 FORM OF ASSIGNMENT AGREEMENT	115

SCHEDULE 6 FORM OF EXCHANGE REQUEST	118

SCHEDULE 7 FORM OF INCREASE CONFIRMATION	121

SCHEDULE 8 TIMETABLES	123

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SCHEDULE 9 FORM OF ACCESSION NOTICE	124

SCHEDULE 10 ACCESSION DOCUMENTS	127

SCHEDULE 11 DESCRIPTION OF NOTES	129

SCHEDULE 12 EXCHANGE NOTES SUMMARY	203

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(1)	LGE HOLDCO VI B.V. (the “Original Borrower”);

(2)	BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED, CREDIT SUISSE AG, LONDON    BRANCH. (the “Global Coordinators”);

(3)	CERTAIN BANKS AND FINANCIAL INSTITUTIONS AS SET OUT IN PART 2 OF SCHEDULE 1 (each a “Bookrunner” and together, the “Bookrunners”);

(4)	CERTAIN BANKS AND FINANCIAL INSTITUTIONS AS SET OUT IN PART 3 OF SCHEDULE 1 (each a “Mandated Lead Arrangers” and together, the “Mandated Lead Arrangers”);

(5)	BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED (as facility agent for an on behalf of the Finance Parties, the “Facility Agent”);

(6)	BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED (as security agent for and on behalf of the Finance Parties, the “Security Agent”) and

(7)	THE LENDERS (as defined below).

1.	DEFINITIONS AND INTERPRETATIONS

1.1	Definitions

(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 Borrower).

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(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 updates or replacements to the laws listed above in paragraphs (a) to (c) which are enacted in the United States subsequent to the date of this Agreement.

(a)	the amount of its participation in any outstanding Advance; and

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(b)	in relation to any proposed Utilisation, the amount of its participation in any other Utilisations that are due to be made on or before the proposed Utilisation Date.

(a)	prior to the Debt Pushdown Date, the Original Borrower; and

(b)	on and after the Debt Pushdown Date, the Pushdown Borrower.

(a)	the Borrower Share Pledge; and

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(b)	any other document executed at any time by the Borrower or any other person conferring or evidencing any Security Interest for or in respect of any of the obligations of the Borrower under this Agreement in favour of the Security Agent whether or not specifically required by this Agreement.

(a)	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 in respect of that Advance or Unpaid Sum, had the amount so received been paid on the last day of that Interest Period;

(b)	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.

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

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

(a)	all Cash Equivalent Investments; and

(b)

cash (in cleared balances) denominated in euro (or any other currency freely convertible into euro) and credited to an account in the name of an Obligor or a member of the Group with an Acceptable Bank and to which such member of Obligor or member of the Group (as applicable) is alone (or, in the case of a member of the Group, together with other members of the Group) 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 2 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

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(ii)	such cash has been deposited with an Acceptable Bank as security for any performance bond, guarantee, standby letter of credit or similar facility,

(A)	repayment of that cash is not contingent on the prior discharge of any other indebtedness of any Obligor or member of the Group (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 an Obligor or member of the Group (as applicable) in the ordinary course of their banking arrangements and any security interest granted in connection therewith; and

(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 any Obligor.

(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% of whose assets constitute Cash Equivalent Investments of the type described in paragraphs (a) to (d) of this definition;

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(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 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 Economic Area, any Participating Member State or any country in which a member of the 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 A3 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 than seven days from underlying securities of the types described in (e), (f) and (g) entered into with an Acceptable Bank; or

(j)	any other debt security approved by the Instructing Group,

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(a)	in relation to an Original Lender, the amount set out opposite its name in Part 1 of Schedule 1 (Lenders and Commitments) and the amount of any other Commitment transferred to it under this Agreement or the amount assumed by it in accordance with Clause 2.3 (Increase); and

(b)	in relation to any other Lender, the amount specified in the Transfer Certificate or the Assignment Agreement pursuant to which such Lender becomes a Party and any amount of any other Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase),

(a)	the Initial Maturity Date; and

(b)	the date on which a Securities Demand Failure occurs.

(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);

(b)	which has otherwise rescinded or repudiated a Finance Document; or

(c)	with respect to which an Insolvency Event has occurred and is continuing,

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(i)	its failure to pay is caused by:

(A)	administrative or technical error; or

(B)	a Disruption Event,

(ii)	the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

(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.

(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 Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; 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 Finance Party to this Agreement preventing that, or any other Finance Party:

(i)	from performing its payment obligations under the Finance Documents; or

(ii)	from communicating with other parties in accordance with the terms of the Finance Documents,

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(a)	the rate per annum for deposits in euro which appears on the Relevant Page for such period at or about 11.00 a.m. (Brussels time) on the Quotation Date for such period;

(b)	if no such rate is displayed and the Facility Agent shall not have selected an alternative service on which such rate is displayed as contemplated by the definition of “Screen Rate”, the Interpolated Screen Rate; or

(c)

if no such rate is displayed and the Facility Agent shall not have selected an alternative service on which such rate is displayed as contemplated by the definition of “Screen Rate” and it is not possible to calculate an Interpolated Screen Rate, the arithmetic mean (rounded upwards, if not already such a multiple, to 4 decimal places) of the rates (as notified to the Facility Agent) at which each of the Reference Banks was offering to prime banks in the European Interbank Market deposits in euro for such period at or about 11.00 a.m. (Brussels time) on the Quotation Date for such period,

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(a)

a default in payment by the Borrower of principal or interest under this Agreement or a default in payment by the Borrower under any Fee Letter, in any such case to the extent due and payable on or before the Initial Maturity Date or if later, the date on which the Termination Date of the Initial Loans is extended pursuant to Clause 5.2(b) (Mandatory extension of Initial Loans into Term Loans), to the Finance Parties;

(b)	the occurrence of any Event of Default under any of Clause (7) and/or Clause (8) under Events of Default (as defined in and set out in Schedule 11 (Description of Notes).

(a)	on or before the date it becomes a Lender; or

(b)	by not less than five Business Days’ notice,

(a)	sections 1471 to 1474 of the Code or any associated regulations or other official guidance;

(b)	any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or

(c)	any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

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(a)	this Agreement and any Accession Notice;

(b)	the Fee Letters;

(c)	the Borrower Intercreditor Agreement;

(d)	the Borrower Security Documents; and

(e)	each Utilisation Request.

(a)	prior to the Debt Pushdown Date, the Original Borrower and its Subsidiaries from time to time; and

(b)	on and after the Debt Pushdown Date, the Pushdown Borrower and its Subsidiaries from time to time.

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(a)	it has failed to make (or has notified a Finance Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b)	the Facility Agent otherwise rescinds or repudiates a 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,

(i)	its failure to pay is caused by:

(A)	administrative or technical error; or

(B)	a Disruption Event,

(ii)	the Facility Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

(a)	any reduction in the rate of return from a Facility or on a 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 Finance Document,

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(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;

(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

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(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.

(a)	the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the relevant period on which interest is to accrue; and

(b)	the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the relevant period on which interest is to accrue,

(a)	common or customary law;

(b)	any constitution, decree, judgment, legislation, order, ordinance, regulation, statute, treaty or other legislative measure in any jurisdiction; and

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(c)	any directive, regulation, practice, requirement which has the force of law and which is issued by any governmental body or any central bank or other fiscal, monetary, regulatory or administrative authority.

(a)	an Original Lender; and

(b)	a person which has become a Party as a Lender in accordance with the provisions of Clause 31 (Assignments and Transfers),

(a)	4.75% per annum, for the period from and including the first Utilisation Date to and including the date falling 60 Business Days thereafter;

(b)	5.125% per annum, for the period from and including the date falling 61 Business Days after the first Utilisation Date to and including the date falling 120 Business Days thereafter;

(c)	5.50% per annum, for the period from and including the date falling 121 Business Days after the first Utilisation Date to and including the date falling 180 Business Days thereafter;

(d)	5.875% per annum, for the period from and including the date falling 181 Business Days after the first Utilisation Date to and including the date falling 240 Business Days thereafter; and

(e)	thereafter, 6.25% per annum.

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(a)	the Borrower or the Facility Agent has requested the Lenders to consent to an amendment to, or waiver, of any provision of the Finance Documents;

(b)	the consent or amendment in question requires the agreement of the Lenders affected thereby pursuant to Clause 37.2 (Consents) (and such Lender is one of the Lenders affected thereby);

(c)	Lenders representing not less than 80% 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 Borrower has notified the Lender it will treat it as a Non-Consenting Lender.

(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% of the relevant Commitments have agreed to comply with their obligations to participate in such Advance; and

(iii)	the Borrower 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.

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(a)	prior to the Debt Pushdown Date, the Original Security Provider; and

(b)	on and after the Debt Pushdown Date, the Replacement Security Provider.

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(a)	value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature imposed in compliance with the Council Directive

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(b)	any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

(a)	shares in Ziggo N.V. pursuant to the Ziggo Acquisition Agreement that together with any other shares in Ziggo N.V. held by Affiliates of the Liberty Global plc, represent at least a 65 per cent. of the outstanding shares in Ziggo N.V. (the “Initial Acquisition”); and

(b)	after the Initial Acquisition, any further acquisition by Bidco of shares in Ziggo N.V. from minority shareholders in that entity and the acquisition of any other related assets to facilitate the occurrence of the Full Ownership Date.

1.2	Construction

(a)

“the Original Borrower”, “the Pushdown Borrower”, “Bidco”, “the Original Security Provider”, “the Replacement Security Provider” a “Guarantor”; an “Obligor”, the “Facility Agent”, the “Global Coordinator”, a “Mandated Lead Arranger”, a “Bookrunner”, the “Security Agent”, 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 Borrower prior to the Signing Date;

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(c)	“assets” includes present and future properties, revenues and rights of every description;

(d)

a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, supplemented, extended or novated (however fundamentally) and includes (without limiting the generality of the foregoing) any variation, increase, extension or addition of or to any facility or amount made available under any such document or any variation of the purposes for which such facility or amount may be available from time to time;

(e)	“company” includes any body corporate;

(f)	“determines” or “determined” means, save as otherwise provided herein, a determination made in the absolute discretion of the person making the determination;

(g)

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

(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,

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(h)

“guarantee” means (other than in Clause 23 (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;

(i)	“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(j)

“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);

(k)	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);

(l)	“principal” of a Loan or Exchange Note at any time means the principal of such Loan or Exchange Note plus (in the case of a Term Loan or an Exchange Note) the premium, if any, payable on such Exchange Note that is due or overdue or is to become due at such time;

(m)	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, department or of any regulatory or other authority;

(n)	a “repayment” shall include a “prepayment” and references to “repay” or “prepay” shall be construed accordingly;

(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;

(p)	the “winding-up”, “dissolution” or “administration” of a company shall be construed so as to include any equivalent or analogous proceedings under the

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(q)	Section, Clause and Schedule headings are for ease of reference only;

(r)	Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement;

(s)	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; and

(t)	Whenever definitions or provisions of Schedule 11 (Description of Notes) are incorporated herein by reference, such definitions and provisions shall be deemed to be modified such that:

(i)	references to the “Company” or an “Affiliate Issuer” are deemed to be references to the Borrower;

(ii)	references to the “Issue Date” are deemed to be references to the Closing Date;

(iii)	references to the “Notes” are deemed to be references to Initial Loans or Term Loans, in each case as the context requires;

(iv)	references to the “Trustee” are deemed to be references to the Facility Agent;

(v)	references to the “Holders” are deemed to be references to the Lenders;

(vi)	references to the “Indenture” are deemed to be references to this Agreement or the Exchange Notes Indenture, as the context requires; and

(vii)	references to the “Pushdown Issuer” are deemed to be references to the Pushdown Borrower,

1.3	Currency

1.4	Statutes

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1.5	Time

1.6	References to Agreements

(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.

1.7	No Personal Liability

1.8	Borrower Intercreditor Agreement

(a)	This Agreement is entered into subject to, and with the benefit of, the terms of the Borrower Intercreditor Agreement.

(b)	Notwithstanding anything to the contrary in this Agreement, the terms of the Borrower Intercreditor Agreement will prevail if there is a conflict between the terms of this Agreement and the terms of the Borrower Intercreditor Agreement.

1.9	Dutch Terms

(a)	a “necessary action to authorise” where applicable, includes without limitation:

(i)	any action required to comply with the Works Councils Act of the Netherlands (Wet op de ondernemingsraden); and

(ii)	obtaining an unconditional positive or neutral advice (advies) from the competent works council(s).

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(b)	“financial assistance” means any act not permitted by Article 2:98c of the Dutch Civil Code;

(c)	a “Security Interest” includes any mortgage (hypotheek), pledge (pandrecht), retention of title arrangement (eigendomsvoorbehoud), right of retention (recht van retentie), right to reclaim goods (recht van reclame), and, in general, any right in rem (beperkt recht), created for the purpose of granting security (goederenrechtelijk zekerheidsrecht);

(d)	a “winding-up”, “administration” or “dissolution” includes a Dutch entity being declared bankrupt (failliet verklaard) or dissolved (ontbonden);

(e)	a “moratorium” includes surseance van betaling and “granted a moratorium” includes surseance verleend;

(f)	any step or procedure taken in connection with insolvency proceedings includes a Dutch entity having filed a notice under Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990);

(g)	a “trustee” in insolvency proceedings includes a curator;

(h)	an “administrator” includes a bewindvoerder;

(i)	an “attachment” includes a beslag;

(j)	“gross negligence” means grove schuld;

(k)	“negligence” means schuld;

(l)	“wilful misconduct” means opzet; and

(m)	a “merger” means a fusie.

2.	THE FACILITY

2.1	The Facility

2.2	Adjustment of Total Commitments

(a)	To the extent there has been a Successful Exchange, the Total Commitments will be immediately and automatically reduced and cancelled on the Successful Exchange Date so that the Total Commitments on the Successful Exchange Date will be adjusted as follows:

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A	=    the Total Commitments

B	=    euros 934,000,000

C	=    the aggregate principal amount of the Original Senior Unsecured Exchange Notes up to a maximum amount of euros 934,000,000.

(b)	To the extent the Total Commitments are reduced and cancelled in accordance with paragraph (a) above, such reduction and cancellation shall be applied to reduce the Commitments of the Lenders rateably.

2.3	Increase

(a)	The Borrower 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 6.5 (Right of Cancellation in Relation to a Defaulting Lender); or

(ii)	the Commitments of a Lender in accordance with Clause 15 (Illegality),

(b)	The Facility Agent shall promptly and no later than 5 Business Days following receipt of an Increase Confirmation duly executed by the Borrower and any Increase Lender execute that Increase Confirmation and deliver a copy of such executed Increase Confirmation to the Borrower and that Increase Lender.

(c)	The Borrower may pay to any Increase Lender a fee in the amount and at the times agreed between the Borrower and the Increase Lender.

(d)	Each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those 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.

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(f)	An increase in the Commitments shall take effect on the date specified by the Borrower in any relevant notice referred to in paragraph (b) above or any later date on which the conditions set out in paragraph (h) 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; and

(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 Borrower Intercreditor Agreement; 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 the Borrower and the Increase Lender.

(h)	Each Increase Lender, by executing an 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.

(i)	Clause 31.6 (Limitation of Responsibility of Transferor) shall apply mutatis mutandis in this Clause 2.3 (Increase) in relation to any 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”.

2.4	Purpose

(a)	by way of an equity contribution or intercompany loan to Bidco to be applied by Bidco towards:

(i)	financing a portion of the purchase price payable in relation to the Ziggo Acquisition (including, without limitation, the acquisition of any shares in Ziggo N.V. from its minority shareholders after the Closing Date for

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(ii)	directly or indirectly the repayment, redemption or refinancing of any other Financial Indebtedness used directly or indirectly to acquire shares in Ziggo N.V.;

(b)

towards financing any original issue discount, fees, costs and expenses (including, without limitation, legal fees, interest payments, make-whole or other premiums and any other redemption amounts) due and payable in connection with (a)(i) above and any other fees, costs and expenses (including, without limitation, legal fees) incurred by the Borrower, Bidco or any of their Affiliates in connection with the negotiation and preparation of the Finance Documents; and

(c)	for the general corporate purposes of the Borrower.

2.5	Finance Parties’ Rights and Obligations

(a)	The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b)	The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from a Borrower shall be a separate and independent debt.

(c)	A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

3.	CONDITIONS

3.1	Initial Conditions Precedent

(a)

the Facility Agent having confirmed to the Borrower that it has received all of the documents and evidence listed in Part 1: of Schedule 2 (Conditions Precedent) and that each is, unless otherwise indicated in that Schedule, satisfactory, in form and substance, to the Facility Agent, (acting reasonably) or the requirement to provide such document or evidence has been waived by the Instructing Group; and

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(b)	The Borrower having confirmed to the Facility Agent that the offer in relation to the Ziggo Acquisition has been declared unconditional. The Facility Agent shall notify the Lenders promptly upon being so satisfied.

3.2	Utilisations during the Certain Funds Period

(a)	Subject to Clause 3.1 (Initial Conditions Precedent), during the Certain Funds Period, a Lender will only be obliged to comply with Clause 4.2 (Lenders’ Participations) in relation to a Utilisation if, on the date of the Utilisation Request and on the proposed Utilisation Date:

(i)	the representations and warranties in Clause 17.2 (Status) to Clause 17.5 (Non-violation) (inclusive) to be made by the Borrower are true in all material respects in each case by reference to the facts and circumstances then subsisting; and

(ii)	it is not unlawful in any applicable jurisdiction for that Lender to perform any of its obligations to lend or participate or maintain its participation in any Advance.

(b)	During the Certain Funds Period (save in circumstances where, pursuant to paragraph (a) above, a Lender is not obliged to comply with Clause 4.2 (Lenders’ Participations)), none of the Finance Parties shall be entitled to:

(i)	cancel any of its Commitments;

(ii)	rescind, terminate or cancel this Agreement or the Facility or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have to the extent to do so would prevent or limit the making of a Utilisation;

(iii)	refuse to participate in the making of a Utilisation;

(iv)	exercise any right of set off or counterclaim in respect of a Utilisation to the extent to do so would prevent or limit the making of a Utilisation;

(v)	cancel, accelerate or cause repayment or prepayment of any amounts owing under this Agreement or under any other Finance Document or exercise any enforcement rights under any Borrower Security Document to the extent to do so would prevent or limit the making of a Utilisation; or

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

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4.	UTILISATION

4.1	Conditions to Utilisation

(a)	the Facility Agent has received from the Borrower a duly completed Utilisation Request in the relevant form no later than the Specified Time, receipt of which shall oblige the 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 within the Availability Period;

(c)	the proposed Interest Period complies with Clause 10 (Interest Periods);

(d)	the currency specified in the Utilisation Request must be euros; and

(e)	the amount of the proposed Utilisation must be at least €500,000.

4.2	Lenders’ Participations

(a)	If the conditions set out in this Agreement have been met, each Lender will participate through its Facility Office in each Initial Loan made pursuant to Clause 4.1 (Conditions to Utilisation).

(b)	The amount of each Lender's participation in an Advance will be equal to the proportion borne by its Available Commitments to the Available Facility immediately prior to making the Advance.

5.	REPAYMENT

5.1	Repayment of Initial Loans

(a)	Subject to Clause 5.2 (Mandatory extension of Initial Loans into Term Loans), the Borrower shall repay to the Facility Agent for the rateable account of the Lenders the aggregate outstanding amount of the Initial Loans on the Initial Maturity Date.

(b)	The Borrower may not re-borrow any part of the Facility which is repaid.

5.2	Mandatory extension of Initial Loans into Term Loans

(a)	Each Lender shall be required to extend the Termination Date of its Initial Loans if:

(i)	on the Initial Maturity Date no Extension Default exists and is continuing; or

(ii)	a Securities Demand Failure has occurred.

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(b)	If, on the Initial Maturity Date, an Extension Default exists and is continuing as to which a cure period is applicable under Clause 21 (Events of Default) but has not then expired, the Initial Maturity Date shall be automatically extended until the earlier of:

(i)	the expiration of such cure period without cure of such Extension Default (in which case the Advance shall become immediately due and payable on the last day of such cure period); or

(ii)	the cure or waiver of such Extension Default on or before the last day of the applicable cure period.

(c)	If either:

(i)	the condition specified in paragraph (a)(i) is satisfied or a Securities Demand Failure has occurred; or

(ii)	the requirements of Clause paragraph (b)(ii) are satisfied,

5.3	Repayment of Term Loans

6.	CANCELLATION

6.1	Voluntary Cancellation

6.2	Notice of Cancellation

6.3	Cancellation of Available Commitments

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(a)	At the end of the Availability Period, any Available Commitments shall automatically be cancelled and the Available Commitment of each Lender shall automatically be reduced to zero.

(b)	No Available Commitments which have been cancelled under this Agreement may thereafter be reinstated.

6.4	Right of Repayment and Cancellation in relation to a Single Lender

(a)	If:

(i)	any sum payable to any Lender by the Borrower is required to be increased under Clause 13.2 (Tax Gross-up);

(ii)	any Lender claims indemnification from the Borrower under Clause 13.3 (Tax Indemnity) or Clause 14 (Increased Costs); or

(iii)	any Lender, invokes Clause 11.2 (Market Disruption),

(A)	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

(B)	give the Facility Agent notice of cancellation of that Lender’s Commitment and the Borrower’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)	On the last day of each Interest Period which ends after the Borrower has given notice under paragraph (a)(iii)(B) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower to which a Utilisation is outstanding shall repay that Lender’s participation in that Utilisation (together with all interest and other amounts accrued under the Finance Documents).

(c)	The Borrower 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 11.2 (Market Disruption); and

(ii)	it gives the Facility Agent and the relevant Lender not less than 5 Business Days prior notice.

(d)	The replacement of a Lender pursuant to paragraph (a)(iii)(A) above shall be subject to the following conditions:

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(i)	no 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 Finance Document; and

(iii)	any replacement of a Lender which is the Facility Agent shall not affect its role as the Facility Agent.

6.5	Right of Cancellation in Relation to a Defaulting Lender

(a)	If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues to be a Defaulting Lender, give the Facility Agent 3 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.

7.	VOLUNTARY PREPAYMENT

7.1	Voluntary Prepayment

7.2	Release from Obligation to Make Advances

7.3	Notice of Prepayment

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7.4	Restrictions on Repayment

7.5	Cancellation upon Repayment

8.	MANDATORY PREPAYMENT AND CANCELLATION

8.1	Change of Control

(a)	“Change of Control” means:

(i)

at any time prior to and including the Closing Date: (A) a Change of Control as defined in, and construed in accordance with, the Bidco Facility Agreement (as at the date of this Agreement); or (B) the Original Security Provider ceases to own 100 per cent. of the shares in the Borrower; or (C) the Borrower ceases, by virtue of any powers conferred by the articles of association or other documents regulating Bidco to, directly or indirectly, direct or cause the direction of management and policies of Bidco or ceases to own 100 per cent. of the shares in Bidco (or ceases to own 100 per cent. of the shares in an Intermediate Holding Company which owns, directly or indirectly, 100 per cent. of the shares in Bidco).

(ii)	at any time after the Closing Date, a Change of Control as defined and set out in Schedule 11 (Description of Notes);

(b)	upon the occurrence of a Change of Control:

(i)	the Borrower must comply with the undertakings set out under the heading “Change of Control” in Schedule 11 (Description of Notes) as though such undertakings were set out at length in this Clause 8.1 mutatis mutandis; and

(ii)	all Available Commitments will be automatically cancelled.

8.2	Take Out Financing

(a)	any debt or equity or convertible securities, notes or debentures of the Borrower are issued or other Financial Indebtedness incurred by the Borrower other than the Senior B Unsecured Exchanged Notes issued by the Borrower on the Closing Date; or

(b)	any debt or equity or convertible securities, notes or debentures of the Borrower or any of its Subsidiaries are issued or incurred for the purposes of refinancing all or a portion of the any Financial Indebtedness of the Borrower,

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8.3	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 25.2 (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.

9.	INTEREST

9.1	Calculation of interest

(a)	Subject to Clause 9.2 (Interest Cap), the rate of interest on each Initial Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(i)	Margin; and

(ii)	EURIBOR,

(b)	The rate of interest with respect to the Term Loans shall be a rate equal to the Interest Cap as defined in Clause 9.2 (Interest Cap) below.

9.2	Interest Cap

9.3	Payment of interest

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9.4	Notification of rates of interest

10.	INTEREST PERIODS

10.1	Interest Periods

(a)

Each Interest Period will, subject to paragraph (c) below and Clause 10.2 (Non Business Days), be 1, 2, 3 or 6 months or such other period of up to 12 months agreed between the Borrower and the Facility Agent (acting on the instructions of all the Lenders) in each case as the Borrower may select by notice to the Facility Agent no later than 9.30 am on the date falling 3 Business Days before the first day of the relevant Interest Period.

(b)	If the Borrower fails to select an Interest Period in accordance with paragraph (a) above, the duration of that Interest Period shall be three months.

(c)	An Interest Period for an Advance shall not extend beyond the Termination Date.

(d)	Each Interest Period for an Advance shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

10.2	Non Business Days

10.3	No Division of Advances

11.	MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES

11.1	Absence of Quotations

(a)	if EURIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation on the Quotation Date in accordance with Clause 11.2 (Market Disruption), the applicable EURIBOR shall be determined on the basis of the quotations of the remaining Reference Banks; or

(b)	if Clause 11.3 (Alternative Reference Bank Rate) applies but an Alternative Reference Bank does not supply a quotation in accordance with Clause 11.3 (Alternative Reference Bank Rate), the applicable Alternative Reference Bank

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11.2	Market Disruption

(a)	If a Market Disruption Event occurs in relation to an Initial Loan for any Interest Period, then the rate of interest applicable to each Lender’s portion of such Initial Loan during the relevant Interest Period shall (subject to any agreement reached pursuant to Clause 11.4 (Alternative Rate)) be the rate per annum which is the sum of

(i)	the Margin; and

(ii)

the Alternative Reference Bank Rate or (if an Alternative Market Disruption Event has occurred with respect to an Initial Loan for the relevant Interest Period of that Initial Loan) the rate per annum notified to the Facility Agent by such Lender before the last day of such Interest Period to be 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 Initial Loan during such Interest Period provided that if more than one such rate is notified to the Facility Agent pursuant to this Clause 11.2(a)(ii), the rate shall be the average of those rates so notified.

(b)	If:

(i)	the percentage rate per annum notified by a Lender pursuant to paragraph (a)(ii) above is less than the Alternative Reference Bank Rate; or

(ii)	a Lender has not notified the Facility Agent of a percentage rate per annum pursuant to paragraph (a)(ii) above,

(c)	In this Agreement:

(i)	before close of business in London on the date falling one Business Day after the Quotation Date for the relevant Interest Period, none or only one of the Alternative Reference Banks supply a rate to the Facility Agent to determine the Alternative Reference Bank Rate for the relevant Interest Period; or

(ii)	before close of business in London on the Quotation Date for the relevant Interest Period, the Facility Agent receives notifications from a Lender or Lenders to whom in aggregate [40]% or more of the relevant Initial Loan is owed (or, in the case of an undrawn Initial Loan, if made would

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(i)	at or about noon on the Quotation Date for the relevant Interest Period none or only one of the Reference Banks supplies a rate to the Facility Agent to determine EURIBOR for the relevant currency and Interest Period; or

(ii)

before close of business in London on the Quotation Date for the relevant Interest Period, the Facility Agent receives notifications from a Lender or Lenders to whom in aggregate [40]% or more of the relevant Initial Loan is owed (or, in the case of an undrawn Initial Loan, if made would be owed) that the cost to it of funding its participation from whatever source it may reasonably select would be in excess of EURIBOR.

11.3	Alternative Reference Bank Rate

(a)

If a Market Disruption Event occurs, the Facility Agent shall as soon as is practicable request each of the Alternative Reference Banks to supply to it the rate at which that Alternative Reference Bank could have borrowed funds in the relevant currency and for the relevant period in the European interbank market at or about 11:00 a.m. (Brussels time) on the Quotation Date for the Interest Period of that Initial Loan, were it to have done so by asking for and then accepting interbank offers for deposits in reasonable market size in the currency of that Initial Loan and for a period comparable to the Interest Period of that Initial Loan.

(b)	As soon as is practicable after receipt of the rates supplied by the Alternative Reference Banks, the Facility Agent will notify the Borrower and the Lenders of the arithmetic mean of the rates supplied to it in accordance with paragraph (a) above (the “Alternative Reference Bank Rate”).

11.4	Alternative Rate

(a)	for determining the rate of interest from time to time applicable to such Initial Loans; and/or

(b)	upon which such Initial Loans may be maintained thereafter,

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12.	COMMISSIONS AND FEES

12.1	Fees

12.2	Agency Fee

13.	TAX GROSS-UP AND INDEMNITIES

13.1	Definitions

13.2	Tax Gross-up

(a)	Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law or by a binding decision of a tax authority or court.

(b)	Each Obligor shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If

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(c)	If a Tax Deduction is required by law to be made by any Obligor, the amount of the payment due from the relevant Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)	If an Obligor is required to make a Tax Deduction, the relevant Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(e)	In the case of a Tax Deduction made by an Obligor, the relevant Obligor shall furnish, if reasonably possible, to the Facility Agent on behalf of the Finance Party concerned, within the period for payment permitted by the relevant law, either:

(i)	an official receipt of the relevant taxation or other authorities involved in respect of the Tax Deduction; or

(ii)	if such receipts are not issued by the taxation or other authorities concerned on payment to them in respect of a Tax Deduction, a certificate of deduction or equivalent evidence of the relevant Tax Deduction.

(f)	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.

13.3	Tax Indemnity

(a)

Each Obligor shall (within ten Business Days of written demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party reasonably determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a payment of an Obligor under the Finance Documents. The Protected Party shall within 5 Business Days of request by the relevant Obligor provide to that Obligor 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 assessed on a Finance Party:

(A)	under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

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(B)	under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

(ii)	to the extent a loss, liability or cost:

(A)	is compensated for by an increased payment under Clause 13.2 (Tax Gross-up);

(B)	relates to a FATCA Deduction required to be made by a Party; or

(C)	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 under paragraph (a) above shall notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrower.

(d)	A Protected Party shall, on receiving a payment from any Obligor under this Clause 13.3, notify the Facility Agent.

13.4	Tax Credit

(a)

If and to the extent that an Obligor pays any additional amount under Clause 13.2 (Tax Gross-up) or makes a payment under Clause 13.3 (Tax Indemnity) and any Finance Party receives and retains the benefit of a refund of Tax or credit against Tax, including any relief, remission for, or repayment of any tax which is identified by the Finance Party determines as attributable to the tax that was withheld or deducted (a “Tax Credit”), then that Finance Party shall reimburse to the relevant Obligor such amount as it shall determine so as to leave that Finance Party after that reimbursement, in the same after-Tax position as in no better or worse position than it would have been in if payment of the relevant additional amount or payment had not been required. Each Finance Party shall have absolute discretion as to whether to claim any Tax Credit and, if it does so claim, the extent, order and manner in which it does so and which reliefs and credits are to be regarded as used for these purposes. Such reimbursement shall be made as soon as reasonably practicable after such Finance Party shall have made any such determination. No Finance Party shall be obliged to disclose any information regarding its tax affairs or computations to an Obligor.

(b)

If a Finance Party has made a payment to an Obligor pursuant to this Clause 13.4 (Tax Credit) on account of a Tax Credit and it subsequently transpires that that Finance Party did not receive that Tax Credit, or received a reduced Tax Credit, such Obligor, as the case may be, shall on demand,pay to that Finance Party the amount which that 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

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(c)	No Finance party shall be obliged to make any payment under this Clause 13.4 (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).

13.5	Stamp Taxes

13.6	Value Added Tax

(a)

All consideration expressed to be payable under a Finance Document by any Party to a Finance Party shall be deemed to be exclusive of any VAT and no Party shall exercise any potential option for waiving a VAT exemption. Subject to paragraph (b) below, if VAT is chargeable on any supply made by any Finance Party to any Party in connection with a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT, unless the VAT charge is caused by the Finance Party’s option to waive a VAT exemption, and in either case concurrently against the issue of an appropriate invoice.

(b)

If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) in connection with a Finance Document, and any Party other than the Recipient (the “Subject Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration), (i) if the Supplier is required to account to the relevant tax authority for the VAT, the Subject Party must also pay to the Supplier and, (ii) if the Recipient is required to account to the relevant tax authority for the VAT the Subject Party must pay to the Recipient, (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. Where paragraph (i) applies, the Recipient must promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of the VAT chargeable on that supply. Where paragraph (ii) applies, the Subject Party must only pay to the Recipient an amount equal to the amount of such VAT to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT.

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(c)

Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party for the full amount of such costs and expenses, including such part thereof as represents VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the VAT.

(d)

Any reference in this Clause 13.6 to any Party shall, at any time when such Party is treated as a member of a group (including but not limited to any fiscal unities) 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 or in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added tax).

(e)

If VAT is chargeable on any supply made by a Finance Party to any Party under a Finance Document and if reasonably requested by such Finance Party, that Party must give the Finance Party details of its VAT registration number and any other information as is reasonably requested in connection with the Finance Party’s reporting requirements for the supply and at such time that the Finance Party may reasonably request it.

13.7	Tax Administration Formalities

(a)

The Finance Parties and the Obligors shall co-operate in good faith in completing any procedural steps (including, but not limited to, giving any required confirmation or providing any relevant information) necessary for an Obligor to make payments to the Finance Party without any withholding or deduction for any Taxes. In particular, the Borrower agree to provide such information in respect of itself as may be reasonably requested by the Finance Parties in writing in order for the Finance Parties to comply with any administrative formalities required for the Finance Parties to be exempt from withholding or deduction for any Taxes under any applicable international treaty.

(b)	Similarly, each Finance Party undertakes to provide any tax certificate or other document as may be reasonably requested by the Borrower in writing in order for the Borrower to be exempt from withholding or deduction for any Taxes under any applicable international treaty.

(c)	Each Finance Party shall confirm whether it is entitled to receive payments under the 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 the Borrower sufficient

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14.	INCREASED COSTS

14.1	Increased Costs

(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.

14.2	Increased Costs Claims

(a)	A Finance Party intending to make a claim pursuant to Clause 14.1 (Increased Costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrower.

(b)	Each 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.

14.3	Exceptions

(a)	attributable to a Tax Deduction required by Law to be made by the an Obligor;

(b)	compensated for by Clause 13.3 (Tax Indemnity) (or would have been compensated for under Clause 13.3 (Tax Indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 13.3 (Tax Indemnity) applied);

(c)	attributable to the gross negligence of or wilful breach by, the Finance Party or, if applicable, any of its Affiliates of any law, regulation, practice, concession,

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(d)

suffered by a Finance Party and in respect of which that Finance Party intends to make a claim pursuant to paragraph (a) of Clause 14.2 (Increased Costs Claims), is not (and its claim under paragraph (a) of Clause 14.2 (Increased Costs Claims) is not) notified by that Finance Party to the Facility Agent within 30 days of that Finance Party becoming aware that it had suffered the relevant Increased Cost;

(e)

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

(g)	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.

15.	ILLEGALITY

15.1	Illegality of a Lender

(a)	that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

(b)	upon the Facility Agent notifying the Borrower, the Commitments of that Lender shall immediately be reduced to zero and cancelled or, if required by the Borrower, on such date transferred to another bank or institution willing to accept that transfer; and

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(c)

upon the Facility Agent notifying the Borrower, the Borrower shall, on such date as the Facility Agent shall have specified (being no earlier than the last day permitted by law) repay that Lender’s participation in the Utilisations (together with accrued interest on and all other amounts owing to that Lender under the Finance Documents) or, if required by the Borrower, 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).

16.	MITIGATION

16.1	Mitigation

(a)

Each Finance Party shall in consultation with the Borrower, 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 13 (Tax Gross-up and Indemnities), Clause 14 (Increased Costs) or Clause 15 (Illegality) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office or financial institution acceptable to the Borrower 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 any Obligor under the Finance Documents.

16.2	Limitation of Liability

(a)	With effect from the Signing Date, the Borrower agrees to indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 16.1 (Mitigation).

(b)	A Finance Party is not obliged to take any steps under Clause 16.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might in any way be prejudicial to it.

17.	REPRESENTATIONS AND WARRANTIES

17.1	Representations and Warranties

17.2	Status*

(a)	It is a company duly organised or incorporated 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.

17.3	Powers and Authority*

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(a)	to enter into and comply with all obligations expressed on its part under the Finance Documents to which it is expressed to be a party;

(b)	(in the case of the Borrower) to borrow under this Agreement; and

(c)	(in the case of the Guarantor) to give the guarantee in Clause 23 (Guarantee and Indemnity),

17.4	Legal Validity*

(a)	Each 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 law set out in the Finance Documents and its irrevocable submission to jurisdiction set out therein in respect of any proceedings relating to the Finance Documents (other than any Finance 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.

(c)	Any judgment obtained in England in relation to a Finance Document (other than any Borrower 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.

17.5	Non-violation*

(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 material agreement or instrument to which it is a party or binding on any of its assets, or binding upon any of its Subsidiaries or any of its Subsidiaries’ assets, where such violation would or is reasonably likely to have a Material Adverse Effect.

17.6	Consents

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(a)

Subject to any relevant reservations or qualifications contained in any legal opinion referred to in Clause 17.4 (Legal Validity) above, all material and necessary authorisations, registrations, consents, approvals, licences, and filings required by it in connection with the execution, validity or enforceability of the Finance Documents to which it is a party and performance of the transactions contemplated by the Finance Documents have been obtained (or, if applicable, will be obtained within the required time period) and are validly existing.

(b)

All the Necessary Authorisations are in full force and effect, each member of the Group is in compliance in all material respects with all provisions thereof 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.

17.7	Event of Default

17.8	Security Interests

17.9	Litigation and Insolvency Proceedings*

(a)	No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency have been started against it and, to its knowledge, no such proceedings are threatened, where in any such case, there is a reasonable likelihood of an adverse outcome to it 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 the Event of Default relating to bankruptcy, insolvency or reorganisation have been commenced against it.

17.10	No Filing or Stamp Taxes*

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17.11	Taxation

(a)	No claims are being asserted against it or any member of the 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 Material Adverse Effect.

(b)

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).

17.12	Ownership of Assets

17.13	Group Structure Chart

17.14	ERISA

(a)	Neither it nor any member of the Group or any 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.

(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.

17.15	Anti-Terrorism Laws*

(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.

17.16	Margin Stock*

17.17	Investment Company Act

17.18	Claims Pari Passu

17.19	No Immunity*

17.20	Centre of Main Interests*

17.21	No Material Misstatements

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17.22	Sanctions*

(a)

At any time prior to the Closing Date, the Borrower has not to the best of its, its directors, its officers or its employees knowledge violated 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 international economic sanctions or trade embargoes imposed by the US administered by the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”) or equivalent European Union measure).

(b)

At any time on or after the Closing Date, no member of the Group, to the best knowledge of the Borrower, any director, officer, agent, employee or other person acting on behalf of the Borrower and/or any other member of the Group or any of their respective Subsidiaries has caused the Borrower or any other member of the Group or any 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 OFAC or equivalent European Union measure).

17.23	Times for Making Representations and Warranties

18.	GENERAL UNDERTAKINGS

18.1	(a)    Subject to paragraph (b) below, each of the undertakings set out in this Clause 18 (General Undertakings) will remain in full force and effect and apply from the Signing Date until (and including) the Closing Date.

(b)	The provisions set out in Schedule 11 (Description of Notes) under the headings “Limitation on Indebtedness”, “Limitation on Restricted Payments”, “Limitation

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18.2	Authorisations

(a)	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

(b)	every material notarisation, filing, recording, registration or enrolment in any court or public office,

18.3	Pari Passu Ranking

18.4	Compliance with Laws

18.5	Financial Year End

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18.6	“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

(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,

(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 Finance Documents.

18.7	Further Assurance

(a)

The Borrower shall at its own expense, promptly take all such reasonable action as the Facility Agent or the Security Agent may require for the purpose of the creation, perfection, protection or maintenance of the Security (including the registration or filing of any Borrower Security Documents with all appropriate authorities to the extent necessary for the purposes of perfecting the Security created thereunder).

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(b)	At any time after an Event of Default has occurred and whilst such Event of Default is continuing, the Borrower shall, at its own expense, take any and all action as the Security Agent may deem necessary for the purposes of perfecting or otherwise protecting the Lenders’ interests in the Security constituted by the Borrower Security Documents.

(c)	Each Obligor shall (and the Borrower shall procure that each member of the Group shall) at its own expense, promptly take all such reasonable action as the Facility Agent or the Security Agent may require for the purpose of complying with the provisions of paragraph (d) below.

(d)	The Borrower shall ensure that any member of the Group who gives a guarantee in respect of any Senior B Unsecured Exchange Notes shall also become a Guarantor hereunder to the extent that it is not already Party as a Guarantor.

18.8	No Amendments

18.9	Taxation

(a)	such payment is being contested in good faith; and

(b)	such failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse Effect.

18.10	Holding Companies

(a)	the provision of administrative, managerial, legal and accounting services of a type customarily provided by a Holding Company to its Subsidiaries;

(b)	the ownership of shares, membership interests or other equity interests in its Subsidiaries (or as set out in the Structure Memorandum);

(c)	any liabilities under the Finance Documents (and under the Bidco Finance Documents);

(d)	any liabilities in respect of the Senior B Unsecured Exchange Notes and the Bidco Facility Agreement;

(e)	in respect of Bidco only, any business, assets or liabilities arising in connection with any transaction permitted under the Bidco Finance Documents (as at the date of this Agreement); and

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(f)	Cash and Cash Equivalent Investments.

19.	EXCHANGE NOTES

19.1	Exchange Note Indenture

(a)

The Borrower shall negotiate in good faith with the Arrangers the form of an Exchange Note Indenture with respect to the Exchange Notes, which Exchange Note Indenture shall be governed by New York law. The Exchange Note Indenture will include covenants, events of default and other provisions equivalent to the covenants, events of default and other provisions set out under the heading “Certain Covenants” in Schedule 11 (Description of Notes) (save as set out in Schedule 12 (Exchange Notes Summary) or this Clause 19).

(b)

The Borrower and the Arrangers agree to negotiate and finalise the Exchange Note Indenture to be entered into pursuant to paragraph (a) above no later than (i) 30 days prior to the Initial Maturity Date and (ii) ten Business Days after any other Conversion Date; provided that the Borrower may defer only the first issuance of Exchange Notes until such time as the Borrower shall have received requests to issue an aggregate principal amount of Advances to be so exchanged that equals or exceeds the minimum amount specified in Clause 19.2 (Exchange Notes).

(c)	The Exchange Note Indenture shall be fully executed and delivered (including the form of Exchange Notes attached thereto), and the Exchange Notes will be fully executed and deposited into escrow, not later than (i) 30 days prior to the Initial Maturity Date and (ii) ten Business Days after any other Conversion Date or such other date as the Arrangers may agree.

(d)

In connection with the execution of the Exchange Note Indenture, the Borrower shall furnish an opinion from New York law legal counsel in form and substance satisfactory to the Exchange Note Trustee, stating that, upon issuance of Exchange Notes in consideration for an equal amount of Term Loans, the Exchange Note Indenture constitutes a legal, valid and binding obligation of the Borrower and the Guarantors, enforceable against each of the Borrower and the Guarantors in accordance with its terms.

19.2	Exchange Notes

(a)

Each Lender may from time to time on any Business Day on or after the Conversion Date elect pursuant to an Exchange Request given in accordance with Clause 19.3 (Manner of Exchange of Term Loans) below, to exchange all or any portion of its Term Loans (if any) then outstanding for one or more Exchange Notes (each such exchange being referred to herein as an  “Exchange”); provided that the first issuance of Exchange Notes (whether at the election of one or multiple Lenders) shall be for at least €75,000,000 in aggregate principal amount of Exchange Notes.

(b)	The Exchange Notes shall:

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(i)	rank pari passu with the Term Loans to the extent that any Term Loans remain outstanding;

(ii)	have the same terms and conditions as the Senior B Unsecured Exchange Notes in their original form, mutatis mutandis (save as set out in Schedule 12 (Exchange Notes Summary) or this Clause 19) and shall be listed on the same stock exchange as the Senior B Unsecured Exchange Notes;

(iii)	be issued pursuant to and shall be governed by and construed solely in accordance with the Exchange Note Indenture;

(iv)	be guaranteed by the same entities that guarantee the Term Loans and will be secured by the same assets securing the Term Loans; and

(v)	require that the Borrower submit to the non exclusive jurisdiction and venue of the U.S. Federal and state courts of the State of New York and will waive any right to trial by jury.

(c)	The principal amount of the Exchange Notes in any Exchange will equal 100% of the aggregate principal amount of the participation in the Term Loan for which they are exchanged and shall be issued at an issue price equal to such principal amount of the participation in the Term Loans for which they are exchanged.

(d)	Each Exchange Note in an Exchange shall:

(i)	be denominated in euros;

(ii)	bear interest from and including the first day of the unexpired Interest Period applicable to the Term Loan for which the Exchange Notes are exchanged to and including the Final Maturity Date at a fixed rate per annum (calculated on the basis of actual number of days elapsed over a year of 360 days) that is 8% per annum Such interest will be payable semi-annually; and

(iii)	be callable as set out in Schedule 12 (Exchange Notes Summary).

(e)	The Borrower agrees that it will, on the date of issuance of any Exchange Notes in accordance with this Clause 19.2 (Exchange Notes), make all designations and notifications required by the terms of the Borrower Intercreditor Agreement in order to give the Exchange Notes the full benefit of the terms of the Borrower Intercreditor Agreement.

19.3	Manner of Exchange of Term Loans

(a)

Subject to Clause 31 (Assignments and Transfers), in order to effect an Exchange a Lender shall provide the Facility Agent and the Borrower with a duly completed Exchange Request at least ten Business Days prior to an Exchange Date (which shall also be a Business Day) selected by such Lender for an Exchange in compliance with Clause 19.2 (Exchange Notes) above. Each Exchange Request under this Clause 19.3 shall specify the following:

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(i)	the Lender’s legal name;

(ii)	the Exchange Date selected by such Lender;

(iii)	subject to Clause 31 (Assignments and Transfers), the name of the proposed registered Holder of the Exchange Notes to be issued pursuant to the Exchange Request, and the address (or account, as the case may be) for delivery of the Exchange Notes to be delivered thereto;

(iv)	the principal amount of that Lender’s Advance to be repaid and the corresponding principal amount of Exchange Notes to be issued pursuant to the Exchange Request, provided that the minimum denominations in which an Advance may be exchanged shall be at least €500,000 and integral multiples of €1,000;

(v)	the amount of each Exchange Note requested (which shall be at least €500,000 and integral multiples of €1,000 in excess thereof; and

(vi)	that the Exchange Request is delivered pursuant to this Clause 19.3.

(b)

Upon receipt of an Exchange Request under this Clause 19.3, the Facility Agent shall send written or telecopy notice of such proposed Exchange to the Exchange Note Trustee, with a copy to the Borrower, that shall specify the information contained in such Exchange Request, and shall deliver the Exchange Note(s) to the Exchange Note Trustee for authentication and thereafter use all reasonable endeavours to deliver them to the registered Holder or Holders thereof on the date specified in the Exchange Request.

(c)	Upon delivery of the Exchange Notes pursuant to this Clause 19 the Facility Agent shall cancel each Advance so exchanged.

19.4	Not a registered security

(a)

Each Lender acknowledges that none of the Exchange Notes will be registered under the Securities Act and represents and agrees that it may only acquire Exchange Notes for its own account and that it will not, directly or indirectly, transfer, sell, assign, pledge or otherwise dispose of the Exchange Notes (or any interest therein) unless such transfer, sale, assignment, pledge or other disposition is made (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an available exemption from registration under, and otherwise in compliance with, the Securities Act. Each of the Lenders acknowledges that the Exchange Notes will bear a legend restricting the transfer thereof in accordance with the Securities Act.

(b)	Subject to the provisions of the previous paragraph, the Borrower and each Guarantor agrees that, with the consent of the Facility Agent, each Lender will

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19.5	Co-operation

(a)

The Borrower agrees that it will from and after the first Utilisation of the Facility commence and proceed with (i) preparation of a preliminary offering memorandum or private placement memorandum (the “Offering Document”) relating to an issuance of high yield notes for the purpose of refinancing the Facility (the “New High Yield Bonds”) and which contains, except as otherwise agreed to by the Arrangers, all financial statements and other data relating to the Borrower and the Group customarily included in such an offering memorandum and, except as otherwise customary and reasonably agreed by such Arrangers, all other data that would be necessary for such investment banks to receive customary “comfort” from independent accountants in connection with the offering of the New High Yield Bonds; (ii) the application process for the listing of the New High Yield Bonds on the official list of the Luxembourg Stock Exchange (or such other stock exchange or agreed by the Arrangers and the Borrower) and admission to trading on the Euro MTF, and (iii) the preparation of materials for a presentation to ratings agencies for a rating on the New High Yield Bonds. The Arrangers may rely, without independent verification, upon the accuracy and completeness of the Offering Document (other than with respect to any information contained therein provided by or on behalf of the Arrangers), and none of the Arrangers assumes any responsibility therefor (other than with respect to any information contained therein provided by or on behalf of such Arranger).

(b)	The Borrower will use commercially reasonable efforts to cause senior management of the Group and of the Borrower to make themselves reasonably available for customary due diligence, rating agency presentations and one or more road shows and other meetings with potential investors for the New High Yield Bonds as reasonably required by the Arrangers.

20.	ACCEDING GROUP COMPANIES

20.1	Assignment or Transfers by Obligors

20.2	Facility Pushdown

(a)	The Original Borrower may, at its option, effect a pushdown of its rights and obligations under the Finance Documents through one or more of a combination of methods contemplated in the definition of Debt Pushdown as defined and set out in Schedule 11 (Description of Notes) (a “Facility Pushdown”).

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(b)

The Original Borrower shall ensure that, where it elects to undertake a pushdown of the Senior B Unsecured Exchange Notes in accordance with the terms thereof (a “Note Pushdown”), it shall at the same time and in the same manner effect a Facility Pushdown so that no Note Pushdown occurs prior to the occurrence of a Facility Pushdown and so that the Pushdown Borrower in respect of any Facility Pushdown is the same entity as the pushdown issuer in respect of the Note Pushdown.

(c)	The Original Borrower shall ensure that simultaneous with the Facility Pushdown:

(i)	to the extent that, pursuant to a Facility Pushdown, the rights and obligations of the Original Borrower under the Finance Documents will be transferred to or assumed by another member of the Group, that member of the Group shall accede to this Agreement as the Pushdown Borrower in accordance Clause 20.3 (Pushdown Borrower);

(ii)	the Replacement Security Provider grants first ranking Security Interests in favour of the Security Agent for the benefit of the Finance Parties over 100 per cent. of the shares in the Pushdown Borrower on the same terms as the equivalent Security Interests granted by the Original Borrower to the Security Agent pursuant to the Borrower Security Documents;

(iii)	the Facility Agent has received all of the documents and evidence listed in paragraphs 1 and 2 of Schedule 10 (Accession Documents) in respect of the Replacement Security Provider (each in form and substance satisfactory to the Facility Agent (acting reasonably)); and

(iv)	each of the Finance Parties has confirmed that it has completed its “know your customer” requirements in respect of the Pushdown Borrower and the Replacement Security Provider.

(d)	The Facility Agent shall notify the Original Borrower and the Lenders promptly upon being satisfied that the conditions specified in paragraph (c) above have been satisfied (the date of such notice being the “Debt Pushdown Date”).

(e)	Without further action by any Party, on the Debt Pushdown Date, to the extent that the rights and obligations of the Original Borrower under the Finance Documents have been transferred to or assumed by another member of the Group, the Original Borrower will be released from all of its obligations as Borrower under the Finance Documents.

20.3	Pushdown Borrower

(a)	In respect of any member of the Group which is to accede to this Agreement as the Pushdown Borrower in accordance with Clause 20.2(c) (Facility Pushdown), that member of the Group shall become the Pushdown Borrower for the purpose of this Agreement if:

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(i)	the Original Borrower delivers to the Facility Agent a duly completed and executed Accession Notice;

(ii)	the Original Borrower confirms that no Event of Default is continuing or would occur as a result of that member of the Group becoming the Pushdown Borrower; and

(iii)	the Facility Agent has received all of the documents and other evidence listed in Schedule 10 (Accession Documents) in relation to that member of the Group, each in form and substance satisfactory to the Facility Agent (acting reasonably).

(b)	The Facility Agent shall notify the Original Borrower and the Lenders promptly upon being satisfied that the conditions specified in paragraph (a) above have been satisfied.

20.4	Guarantors

(a)	Subject to paragraph (b) below, the Borrower may, upon not less than 5 Business Days prior written notice to the Facility Agent, request that any member of the Group becomes a Guarantor under this Agreement.

(b)	Such member of the Group may become a Guarantor if:

(i)	the Borrower delivers to the Facility Agent a duly completed and executed Accession Notice;

(ii)	the Borrower confirms that no Event of Default is continuing or would occur as a result of that member of the Group becoming a Guarantor; and

(iii)	the Facility Agent has received all of the documents and other evidence listed Schedule 10 (Accession Documents) in relation to that member of the Group, each in form and substance satisfactory to the Facility Agent, acting reasonably.

(c)	The Facility Agent shall notify the Borrower and the Lenders promptly upon being satisfied that the conditions specified in paragraph (b) above have been satisfied.

20.5	Assumption of Rights and Obligations

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21.	EVENTS OF DEFAULT

21.1	General

22.	DEFAULT INTEREST

22.1	Consequences of Non-Payment

22.2	Default Rate

(a)

if, for any such period, EURIBOR, 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 1%, the Margin, (as aforesaid) 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 relating thereto, the first Interest Period applicable to it shall be of a duration equal to the unexpired portion of that Interest Period and the rate of interest applicable thereto from time to time during such Interest Period shall be that which exceeds by 1% the rate which would have been applicable to it had it not so fallen due.

22.3	Maturity of Default Interest

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22.4	Construction of Unpaid Sum

23.	GUARANTEE AND INDEMNITY

23.1	Guarantee

23.2	Indemnity

23.3	Continuing and Independent Obligations

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23.4	Avoidance of Payments

23.5	Immediate Recourse

23.6	Waiver of Defences

(a)	the winding-up, dissolution, administration or reorganisation of any Obligor or any other person or any change in the status, function, control or ownership of any Obligor or any such person;

(b)	any of the obligations of any Obligor or any other person under any Finance Document or any Security held by any 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 Obligor or any other person in respect of its obligations or (ii) in respect of any security granted under any 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 Obligor or any other person under any Finance Document;

(e)	any total or partial failure to take, or perfect, any Security proposed to be taken in respect of the obligations of any Obligor or any other person under the Finance Documents;

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(f)	any total or partial failure to realise the value of, or any release, discharge, exchange or substitution of, any security held by any Finance Party in respect of any Obligor’s obligations under any Finance Document;

(g)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any Obligor or any other person;

(h)	any amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of a 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 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 Finance Parties or any of them by this Agreement or by Law.

23.7	No Competition

(a)	to claim by way of contribution or indemnity in relation to any of the obligations of the Obligors under any of the Finance Documents;

(b)	to claim or prove as a creditor of any Obligor or any other person or its estate in competition with the 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 Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

(d)	to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 23.1 (Guarantee); or

(e)	to exercise any right of set-off against any Obligor,

23.8	Appropriation

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23.9	Guarantee Limitations - Dutch

24.	ROLE OF THE FACILITY AGENT, THE ARRANGERS AND OTHERS

24.1	Appointment of the Facility Agent

24.2	Duties of the Facility Agent

(a)	Subject to paragraph (b) below, the Facility Agent shall promptly forward to a Party 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 31.12 (Copy of Transfer Deed, Transfer Agreement or Increase Confirmation), paragraph (a) above shall not apply to any Transfer Certificate, Assignment Agreement or any Increase Confirmation.

(c)	Except where a 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.

(d)	If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Facility Agent, the Arranger or the Security Agent) under this Agreement it shall promptly notify the other Finance Parties.

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(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 a an Obligor under the 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 Finance Document.

(h)	The duties of the Facility Agent under the Finance Documents are, save to the extent otherwise expressly provided, solely mechanical and administrative in nature.

(i)

The Facility Agent shall provide to the Borrower within 5 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 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 to and by each Lender to whom any communication under or in connection with the 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 Finance Documents.

24.3	Role of the Bookrunners and the Arrangers

24.4	No Fiduciary Duties

(a)	Nothing in the Finance Documents constitutes the Facility Agent or any of the Arrangers as a trustee or fiduciary of any other person.

(b)	None of the Facility Agent, the Security Agent or the Arrangers, 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.

24.5	Business with the Wider Group

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24.6	Discretion of the Facility Agent

(a)	The Facility Agent 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 such Default).

(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

(iii)	any notice or request made by the Obligors’ Agent is made on behalf of and with the consent and knowledge of all the Obligors.

(c)	The Facility Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(d)	The Facility Agent may act in relation to the Finance Documents through its personnel and agents.

(e)	The Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(f)	Without prejudice to the generality of paragraph (e) above, the Facility Agent may disclose the identity of a Defaulting Lender to the other relevant Finance Parties and the Borrower and shall disclose the same upon the written request of the Borrower or the Instructing Group.

(g)	Notwithstanding any other provision of any 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.

24.7	Instructing Group Instructions

(a)	Unless a contrary indication appears in a Finance Document, the Facility Agent shall act in accordance with any instructions given to it by the Instructing Group

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(b)	Unless a contrary indication appears in a Finance Document, any instructions given by the Instructing Group will be binding on all the Finance Parties.

(c)	The Facility Agent may refrain from acting in accordance with the instructions of the 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, 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 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 Borrower Security Documents or enforcement of the Security or Borrower Security Documents.

24.8	No Responsibility

(a)	responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by any Finance Party or an Obligor or any other person in or in connection with any Finance Document;

(b)	responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document; or

(c)	responsible for any determination as to whether any information provided or to be provided to any 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.

24.9	Exclusion of Liability

(a)	Without limiting paragraph (b) below (and without prejudice to the provisions of paragraph (e) of Clause 27.8 (Disruption to Payment Systems), the Facility Agent will not be liable to any Finance Party for any action taken by it under or in connection with any Finance Document, unless directly caused by its negligence or wilful misconduct.

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(b)	No Party may take any proceedings, or assert or seek to assert any claim, against any officer, employee or agent of any Agent in respect of any claim it might have against such Agent, or in respect of any act or omission of any kind by that officer, employee or agent in relation to any 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 31.16 (Notification) or any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by it if it has taken all reasonable steps to comply with Clause 31.16 (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.

24.10	Lender’s Indemnity

24.11	Resignation

(a)	The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom or the Netherlands as successor Facility Agent by giving notice to the Lenders and the Borrower.

(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 Borrower, in which case the Instructing Group may appoint a successor Facility Agent (acting through an office in the United Kingdom or the Netherlands), approved by the Borrower, 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 or the Netherlands), approved by the Borrower, acting reasonably.

(c)	Provided no Default is outstanding, the Borrower 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 Borrower shall appoint a successor Facility Agent acting through an office in the United Kingdom or the Netherlands (without requiring consent from any Finance Party). The Borrower

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(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 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 Finance Documents but shall remain entitled to the benefit of this Clause 24 (Role of the Facility Agent and the Arrangers and others). The Facility Agent’s successor and each of the other Parties 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.

24.12	Replacement

(a)	The Instructing Group may, with the prior written consent of Bidco, by giving 30 days' notice to the Facility Agent (or, at any time the Facility Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Facility Agent by appointing a successor Facility Agent.

(b)	The retiring Facility Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents.

(c)

The appointment of the successor Facility Agent shall take effect on the date specified in the notice from the Instructing Group to the retiring Facility Agent. As from this date, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) above) but shall remain entitled to the benefit of Clause 34.5 (Indemnity to the Facility Agent) and this Clause (and any agency fees for the account of the retiring Facility Agent shall cease to accrue from (and shall be payable on) that date).

(d)	Any successor Facility Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

24.13	Confidentiality

(a)	The Facility Agent (in acting as agent for the 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.

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(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.

(c)	Notwithstanding any other provision of any Finance Document to the contrary, the 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.

24.14	Facility Office

24.15	Credit Appraisal by the Lenders

(a)	the financial condition, status and nature of each member of the Group;

(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any 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 Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any 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 Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(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.

24.16	Deduction from Amounts Payable by the Facility Agent

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24.17	Obligors’ Agent

(a)	Each Obligor (other than the Borrower) irrevocably authorises the Borrower to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

(i)

the Borrower 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 to execute on its behalf any Finance Document and to enter into any agreement in connection with the Finance Documents notwithstanding that the same may affect such Obligor, without further reference to or the consent of such Obligor; and

(ii)	each Finance Party to give any notice, demand or other communication to be given to or served on such Obligor pursuant to the Finance Documents to the Borrower on its behalf,

(b)

Every act, omission, agreement, undertaking, settlement, waiver, notice or other communication given or made by the Obligors’ Agent under any Finance Document, or in connection with this Agreement (whether or not known to any other Obligor, as the case may be, and whether occurring before or after such person became Party), shall be binding for all purposes on all other Obligors as if the other Obligor 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 or any other Obligor, those of the Obligors’ Agent shall prevail.

24.18	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 no Obligor shall be under any obligation to provide any information the supply of which would be contrary to any confidentiality obligation binding on the Borrower or any member of the Group or prejudice

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(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 Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 34.5 (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 34.2 (Giving of Notice) and Clause 34.5(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.

24.19	Accession documents

25.	BORROWER'S INDEMNITIES

25.1	General Indemnities

(a)	each of the 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 its funding or making arrangements to fund its portion of an Advance requested by the Borrower under this Agreement (save as a result of such Lender’s own gross negligence or wilful default).

25.2	Break Costs

(a)	A Borrower shall, within 10 Business Days of demand by the Finance Party, pay to that 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 for that Advance or Unpaid Sum.

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(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 in which they accrue.

26.	CURRENCY OF ACCOUNT

26.1	Currency

(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 13.3 (Tax Indemnity) or Clause 14.1 (Increased Costs) shall be made in the currency specified by the Finance Party claiming under it, acting reasonably.

26.2	Currency Indemnity

(a)	If any sum due from an Obligor under the 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)	Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

27.	PAYMENTS

27.1	Payment to the Facility Agent

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27.2	Distributions by the Facility Agent

27.3	Clear Payments

27.4	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 Finance Documents to the Facility Agent in accordance with Clause 27.1 (Payment to 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 Finance Party beneficially entitled to that payment under the Finance Documents. In each case such payments must be made within 5 Business Days of the due date for payment under the 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 27.4 (Impaired Agent) shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

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(d)

Promptly upon the appointment of a successor Facility Agent in accordance with Clause 24.11 (Resignation), each Party which has made a payment to a trust account in accordance with this Clause 27.4 (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.

27.5	Partial Payments

(a)	first, in payment in or towards payment pro rata of any unpaid fees, costs and expenses incurred by the Facility Agent and the Security Agent under the Finance Documents;

(b)	secondly, in or towards payment pro rata of any accrued interest or commission due but unpaid under any Finance Document;

(c)	thirdly, in or towards payment pro rata of any principal due but unpaid under any Finance Document; and

(d)	fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents,

27.6	Indemnity

27.7	Notification of Payment

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27.8	Disruption to Payment Systems

(a)	the Facility Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower 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 Borrower 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;

(c)	the Facility Agent may consult with the 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 Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Finance Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 37 (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 27.8 (Disruption to Payment Systems); and

(f)	the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

27.9	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.

28.	SET-OFF

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28.1	Right to Set-off

28.2	No Obligation

29.	SHARING AMONG THE FINANCE PARTIES

29.1	Payments to Finance Parties

(a)	the Recovering Finance Party shall, within 3 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 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 27.5 (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 Finance Party shall, within 3 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 Finance Party as its share of any payment to be made, in accordance with Clause 27.5 (Partial Payments).

29.2	Redistribution of Payments

29.3	Recovering Finance Party’s Rights

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29.4	Reversal of Redistribution

(a)

each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause 29.2 (Redistribution of Payments) shall, upon the request of the Facility Agent, pay to the Facility Agent for account of that Recovering Finance Party an amount equal to its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its share of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and

(b)	that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the relevant Obligor will be liable to the reimbursing Finance Party for the amount so reimbursed.

29.5	Exceptions

(a)	This Clause 29 (Sharing among the Finance Parties) shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause 29 (Sharing among the Finance Parties), have a valid and enforceable claim against the relevant Obligor.

(b)	A Recovering Finance Party is not obliged to share with any other Finance Party under this Clause 29 (Sharing among the Finance Parties), any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i)	it notified such other Finance Party of the legal or arbitration proceedings; and

(ii)	such other 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.

30.	CALCULATIONS AND ACCOUNTS

30.1	Day Count Convention

30.2	Reference Banks

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30.3	Maintain Accounts

30.4	Control Accounts

(a)	the amount any Advance or Unpaid Sum and the face amount, and each Lender’s share in it;

(b)	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 Finance Documents and each Lender’s share in it; and

(c)	the amount of any sum received or recovered by the Facility Agent under this Agreement and each Lender’s share in it.

30.5	Prima Facie Evidence

30.6	Certificate of Finance Party

30.7	Certificate of the Facility Agent

31.	ASSIGNMENTS AND TRANSFERS

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31.1	Successors and Assignees

31.2	Assignments or Transfers by Lenders

(a)	Subject to this Clause 31, a Lender (the "Existing Lender") may:

(i)	assign any of its rights; or

(ii)	transfer by novation any of its rights and obligations,

31.3	Conditions of assignment or transfer

(a)	An Existing Lender must obtain the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed) before it may make an assignment or transfer in accordance with Clause 31.2 (Assignments and Transfers by the Lenders) unless the assignment or transfer is:

(i)	to another Lender or an Affiliate of a Lender;

(ii)	if the Existing Lender is 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; or

(iii)	made at a time when an Event of Default is continuing.

(b)	it shall not be unreasonable for the Borrower to withhold consent under paragraph (a) above to an assignment or transfer to a person which is not a lender under any existing facility that has been made available to any member of the Wider Group.

(c)	No Lender shall be entitled to effect any assignment or transfer:

(i)	in respect of any portion of its Commitment and/or Outstandings in an amount of less than €1,000,000 unless its Commitment and Outstandings is less than such amount, in which case it shall be permitted to transfer its entire Commitment and Outstandings; or

(ii)

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 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 less than €1,000,000.

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(d)	For the purposes of satisfying the minimum hold requirement set out in paragraph (c) (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 Clause 31.331.2 (Conditions of Assignments or Transfers), 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 Termination Date.

(f)

Each New Lender, by executing the relevant Transfer Certificate or Assignment 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.

(g)

Without limiting any right or discretion of the Facility Agent under the Finance Documents, the Facility Agent may in its discretion stop processing assignments or transfers under this Clause 31.3 (Conditions of assignment or transfer) 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.

(h)	An assignment will only be effective on:

(i)	receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender;

(ii)	the New Lender entering into the documentation required for it to accede as a party to the Borrower Intercreditor Agreement; and

(iii)	the performance by the Facility Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender.

(i)	A transfer will only be effective if the New Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement and if the procedure set out in Clause 31.4 (Procedure for transfer) is complied with.

31.4	Procedure for transfer

(a)	Subject to the conditions set out in Clause 31.3 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the

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(b)	The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

(c)	Subject to Clause 31.15 (Pro rata interest settlement), on the Transfer Date:

(i)

to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Security each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Security and their respective rights against one another under the Finance Documents and in respect of the Security shall be cancelled (being the "Discharged Rights and Obligations");

(ii)	each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

(iii)

the Facility Agent, the Arranger, the Security Agent, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arranger, the Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv)	the New Lender shall become a Party as a "Lender".

31.5	Procedure for assignment

(a)

Subject to the conditions set out in Clause 31.3 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered

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(b)	The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

(c)	Subject to Clause 31.15 (Pro rata interest settlement), on the Transfer Date:

(i)	the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Security expressed to be the subject of the assignment in the Assignment Agreement;

(ii)	the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Security); and

(iii)	the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.

(d)

Lenders may utilise procedures other than those set out in this Clause 31.5 to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with Clause 31.4 (Procedure for transfer), to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 31.3 (Conditions of assignment or transfer).

31.6	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 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 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 Finance Documents or any other document; or

(iv)	the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

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(b)	Each New Lender confirms to the Transferor and the other 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 Finance Party in connection with any 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 Finance Documents or any Commitment is in force.

(c)	Nothing in any Finance Document obliges a Transferor to:

(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 31 (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 Finance Documents or otherwise.

31.7	Transfer Fee

31.8	Disclosure of Information

(a)	Each of the Facility Agent, the Security Agent, the Bookrunners, the Arrangers and each Lender agrees to maintain the confidentiality of all information received from any member of the Wider Group relating to 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 31.8 (Disclosure of Information);

(ii)	is available to the Facility Agent, the Security Agent, the Bookrunners, the Arrangers or the Lenders on a non-confidential basis prior to receipt thereof from the relevant member of the Group or Borrower; or

(iii)	is lawfully obtained by any of the Facility Agent, the Security Agent, the Bookrunners, the Arrangers and any the 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

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(b)

Notwithstanding paragraph (a) above, any Lender may disclose to any of its Affiliates, 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 Obligors or the Wider Group as a whole as such Lender shall consider appropriate (including any Finance 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.

31.9	Disclosure to Numbering Service Providers

(a)	Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more Obligor the following information:

(i)	name of the Obligor;

(ii)	country of domicile of the Obligor;

(iii)	place of incorporation of the Obligor;

(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 Facility;

(ix)	type of Facility;

(x)	ranking of Facility;

(xi)	Termination Date for Facility;

(xii)	changes to any of the information previously supplied pursuant to paragraphs (i) to (xi) above; and

(xiii)	such other information agreed between such Finance Party and the Borrower, to enable such numbering service provider to provide its usual syndicated loan numbering identification service.

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(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.

31.10	Disclosure to Administration/Settlement Services Providers

(a)	that Finance Party;

(b)	a person to (or through) whom that 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 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 Finance Documents and/or one or more the Borrower,

31.11	No Increased Obligations

(a)	a Lender assigns or transfers any of its rights or obligations under the 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, 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 13.2 (Tax Gross-up), Clause 13.3 (Tax Indemnity) or Clause 14 (Increased Costs),

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31.12	Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Company

31.13	The Register

(a)	The Facility Agent, acting for this purpose as the agent of the Obligor, shall maintain at its address:

(i)	each Transfer Certificate or Assignment Agreement and each Increase Certificate 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.

(b)	Each Party 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 31.13 (The Register) without any further consent of, or consultation with, such Party.

(c)	The Facility Agent shall, upon request by an Existing Lender or a New Lender, confirm to that Existing Lender or New Lender whether a transfer or assignment from that Existing Lender or (as the case may be) to that New Lender has been recorded on the Register (including details of the Commitment of that Existing Lender or New Lender in the Facility).

31.14	Security Over Lenders’ Rights

(a)	any charge, assignment or other Security to secure obligations to a government authority, department or agency as well as a federal reserve or central bank; and

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(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,

(i)	release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or other Security for the Lender as a party to any of the 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 Finance Documents.

31.15	Pro rata Interest Settlement

(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

(ii)	the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 31.15 (Pro rata Interest Settlement), have been payable to it on that date, but after deduction of the Accrued Amounts.

31.16	Notification

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31.17	Debt Purchase

(a)	For so long as:

(i)	a Borrower 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,

(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 Finance Documents such Commitment shall be deemed to be zero; and

(iv)	for the purposes of Clause 37.2 (Consents), such Borrower 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.

32.	COSTS AND EXPENSES

32.1	Transaction Expenses

32.2	Amendment Costs

32.3	Enforcement Costs

32.4	Stamp Duties

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32.5	Other Indemnities

(a)	the occurrence of any Event of Default;

(b)	a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 (Sharing among the 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.

32.6	Indemnity to the Facility Agent

(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.

33.	REMEDIES AND WAIVERS

34.	NOTICES AND DELIVERY OF INFORMATION

34.1	Writing

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34.2	Giving of Notice

34.3	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 Borrower and the Facility Agent (the “Designated Website”) or by e-mailing such information to the Facility Agent, if:

(i)	the Facility Agent expressly agrees that it 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 Borrower 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 Borrower 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 Borrower accordingly and the Borrower shall supply the information to the Facility Agent (in sufficient copies for each Paper Form Lender) in paper form.

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(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 Borrower 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 Borrower shall comply with any such request within 10 Business Days.

(e)	Subject to the other provisions of this Clause 34.3 (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.

(f)	For the purposes of paragraph (a) above, the Facility Agent hereby expressly agrees that:

(i)	it will accept delivery of documents required to be delivered under the paragraph entitled “Reports” of Schedule 11 by the posting of such documents to the Designated Website or by email delivery to the Facility Agent; and

(ii)	it has agreed to the format of the information required to be delivered under the paragraph entitled “Reports” (Financial information) of Schedule 11.

34.4	Public or Private Information

34.5	Electronic Communication

(a)	Any communication to be made under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if those two parties:

(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.

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(b)	Any electronic communication made between those two parties 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.

34.6	Certificates of Officers

34.7	Patriot Act

34.8	Communication when Facility Agent is Impaired Agent

35.	ENGLISH LANGUAGE

36.	PARTIAL INVALIDITY

(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.

37.	AMENDMENTS

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37.1	Amendments Generally

37.2	Consents

(a)	without prejudice to Clause 2.3 (Increase) any increase in the principal amount of any Commitment of a 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 any Obligors under this Agreement to which such Lender is entitled;

(c)	a decrease in any Margin for, or the principal amount of, any Advance or any interest payment, fees or other amounts due under this Agreement to such Lender from any Obligors or any other Party;

(d)	any change in the currency of payment of any amount under the Finance Documents;

(e)	any reduction in the Interest Cap (as defined in Clause 9.2 (Interest Cap);

(f)	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 any Obligors or any other Party;

(g)	the deferral of the Initial Maturity Date, any Termination Date or Final Maturity Date;

(h)	amendment or waiver that amends the order of priority or subordination of a Lender's claim under the Finance Documents as set out in the Borrower Intercreditor Agreement;

(i)	any reduction to the percentages set forth in the definition of the Instructing Group; or

(j)	a change to this Clause 37.2 (Consents) and Clause 37.6 (Guarantees and Security).

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37.3	Facility Agent

37.4	Technical, Operational and OID Amendments

(a)	Notwithstanding any other provision of this Clause 37, the Facility Agent may at any time without the consent or sanction of the Lenders, concur with the Borrower in making any modifications to any 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; or

(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 Borrower to fund any original issue discount required to be paid to that Lender in relation to that Facility under any Fee Letter.

(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 Borrower to the Lenders as soon as practicable thereafter.

37.5	Post-Signing Amendments

(a)

The Parties agree to negotiate in good faith any amendments, variations or supplements to this Agreement (and/or the Borrower Intercreditor Agreement) to the extent reasonably requested by the Lenders, the Mandated Lead Arrangers or the Borrower (in each case to the extent that such amendments, variations or supplements are not materially adverse to the interests of the Lenders, the Mandated Lead Arrangers or the Borrower). Each Party agrees that they will not unreasonably withhold consent to any request to amend, vary or supplement this Agreement, in particular any amendments, supplements or variations that are:

(i)	designed to correct any ambiguity, omission, defect, error or inconsistency in the documentation; or

(ii)	of an administrative nature; or

(iii)	designed to make conforming or clarificatory amendments or variations which are necessary as a result of amendments or variations being or having been made to equivalent provisions of the Bidco Facility Agreement, or to take into account operational or technical factors that affect the Group,

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(b)	If any such requested amendments are agreed to by the Parties, the Parties agree to promptly enter into any amendments, variations or supplements to this Agreement or any other Finance Document to effect such amendments prior to the Closing Date. This Clause is without prejudice to paragraph (a)(ii) of Clause 37.4 (Technical, Operational and OID Amendments).

37.6	Guarantees and Security

37.7	Release of Guarantees and Security

(a)	Subject to paragraph (b) below, at the time of completion of any disposal by the Borrower or of any Obligor, or any other security provider of any shares, assets or revenues, the Security Agent shall (and it is hereby authorised by the other 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 Borrower Security Document or certify that any floating charge constituted by any relevant Borrower 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 a Subsidiary of the Borrower, from any guarantee, indemnity or Borrower Security Document to which it is a party and its other obligations under any other Finance Document.

(b)	The Security Agent 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 (i) under the terms of the Borrower Intercreditor Agreement, (ii) under the section entitled “Limitation on Sales of Assets and Subsidiary Stock” of Schedule 11 (Description of Notes) or (iii) if the consent of the Instructing Group has been obtained; and

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(ii)

to the extent that the disposal is to be in exchange for replacement assets the Security Agent has either received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) one or more duly executed Borrower 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 Borrower Security Documents.

(c)

The Security Agent shall (and it is hereby authorised by the other 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 the Borrower Intercreditor Agreement: (ii) to which a prior written consent of the relevant Lenders has been granted in accordance with Clause 37.6 (Guarantees and Security); and (iii) required to permit the granting of any Security Interest permitted under the section entitled “Limitation on Liens” of Schedule 11 (Description of Notes).

(d)

Notwithstanding any other provision of this Agreement, the Borrower may require the Security Agent to, and the Security Agent shall (and it is hereby authorised by the other 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 Borrower Security Documents to which it is a party to enable the relevant Obligor to grant in connection with that asset any encumbrance permitted under the section entitled “Limitation on Liens” of Schedule 11 (Description of Notes).

37.8	Amendments Affecting the Facility Agent

(a)	amend or waive any provision of Clause 24 (Role of the Facility Agent, the Arrangers and Others), Clause 31.8 (Disclosure of Information), Clause 32 (Costs and Expenses) or this Clause 37 (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.

37.9	Calculation of Consent

37.10	Disenfranchisement of Defaulting Lenders

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(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 Finance Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments.

(b)	For the purposes of this Clause 37.10 (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,

37.11	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,

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(b)

the Borrower shall have no right to replace the Arrangers, the Facility Agent or the Security Agent and none of the foregoing nor shall any Lender have any obligation to the Borrower to find a replacement Lender or other such entity. The Borrower 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.

37.12	Amendments – Schedules

38.	THIRD PARTY RIGHTS

(a)	A person which is not a Party (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 13.3 (Tax Indemnity), Clause 14 (Increased Costs) and Clause 24.9 (Exclusion of Liability) shall be enforceable by any third party referred to in such clause as if such third party were a Party.

(b)	The Parties may without the consent of any third party vary or rescind this Agreement.

39.	COUNTERPARTS

40.	GOVERNING LAW

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41.	JURISDICTION

41.1	Courts

41.2	Waiver

41.3	Service of Process

41.4	Proceedings in Other Jurisdictions

41.5	General Consent

41.6	Waiver of Immunity

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42.	COMPLETE AGREEMENT

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1.	Corporate Documents

(a)	A copy of the constitutional documents of the Borrower (including without limitation an extract of registration from the Trade Register of the Chamber of Commerce in respect of the Borrower).

(b)	A copy of a resolution of the board or, if applicable, a committee of the board of directors of the Borrower:

(i)	approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform the Finance Documents to which it is a party;

(ii)	authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(iii)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(c)	If applicable, a copy of a resolution of the board of directors of the Borrower, establishing the committee referred to in paragraph (b) above.

(d)	A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to the relevant Finance Documents and related documents.

(e)	A certificate of the Borrower (signed by a director) confirming that borrowing the Total Commitments would not cause any borrowing or similar limit binding on the Borrower (as applicable) to be exceeded.

(f)	A certificate of an authorised signatory of the Borrower certifying that each copy document relating to it specified in this Part 1(A) of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.

2.	Ziggo Acquisition Agreement

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3.	Finance Documents and other documents

(a)	A copy of this Agreement duly executed by the Borrower.

(b)	A copy of each Fee Letter duly executed by the Borrower or its Affiliates (as applicable).

(c)	The Bidco Facility Agreement, duly executed by each of the parties thereto.

(d)	A copy of the Borrower Intercreditor Agreement, duly executed by each of the parties thereto.

4.	Security Documents

5.	Legal Opinions

(a)	A legal opinion of Allen & Overy LLP, legal advisers to the Facility Agent and the Mandated Lead Arrangers as to English law, substantially in the form distributed to the Original Lenders prior to the Signing Date.

(b)	A legal opinion of Clifford Chance LLP, legal advisers to the Facility Agent and the Mandated Lead Arrangers as to Dutch law, substantially in the form distributed to the Original Lenders prior to the Signing Date.

6.	Other documents and evidence

(a)	An executed copy of the Refinancing Facilities Agreement.

(b)	A copy of the Information Memorandum (provided that it shall not be required to be satisfactory in form and substance, to the Facility Agent).

(c)	A copy of the Group Structure Chart.

(d)	The Structure Memorandum (provided that it shall not be required to be satisfactory, in form and substance, to the Facility Agent).

(e)	Evidence that the process agent referred to in Clause 41.3 (Service of Process) has accepted its appointment.

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(a)	A certificate of the Original Security Provider (signed by a director) confirming that securing the Total Commitments would not cause any security or similar limit binding on the Original Security Provider to be exceeded.

(b)	A copy of the constitutional or other organisational documents of the Original Security Provider.

(c)	A copy of a resolution of the board or, if applicable, a committee of the board of directors of the Original Security Provider:

(i)	approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform the Finance Documents to which it is a party;

(ii)	authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(iii)	authorising a specified person or persons on its behalf to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(d)	A certificate of an authorised signatory of the Original Security Provider certifying that each copy document relating to it specified in this Part 1(B) of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of Utilisation.

(e)	Either:

(i)	evidence that an irrevocable redemption notice has been issued in respect of the Original Senior Unsecured Notes; and/or

(ii)	a copy of the executed indenture in connection with the exchange notes relating to the Original Senior Unsecured Notes (to the extent that any such exchange notes have been issued) providing that such exchange notes will automatically on the Closing Date be further exchanged for new notes to be issued by the Borrower,

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(f)	All "know your client" information required by law and regulation relating to the Original Borrower satisfactory to the Finance Parties (acting reasonably).

(g)	A copy of the public announcement in respect of the Ziggo Acquisition (provided that it shall not be required to be satisfactory, in form and substance, to the Facility Agent).

7.	Ziggo Acquisition

8.	Works Council

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To:	[●]

Date:	[●]

(a)	Amount: EUR[●]

(b)	Interest Period: [●] month[s]

(c)	Proposed date of Advance: [●] (or if that day is not a Business Day, the next Business Day)

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From:	[The Existing Lender] (the "Existing Lender") and [The New Lender] (the "New Lender")

1.

We refer to the Facility Agreement and to the Borrower Intercreditor Agreement (as defined in the Facility Agreement). This agreement (the "Agreement") shall take effect as a Transfer Certificate for the purpose of the Facility Agreement and as a [Creditor Accession Undertaking] for the purposes of the Borrower Agreement (and as defined in the Borrower Intercreditor Agreement). Terms defined in the Facility Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

2.	We refer to Clause [l] (Procedure for transfer) of the Facility Agreement:

(a)

The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation and in accordance with Clause [l] (Procedure for transfer) all of the Existing Lender's rights and obligations under the Facility Agreement and the other Finance Documents which relate to that portion of the Existing Lender's Commitment(s) and participations in Utilisations under the Facility Agreement as specified in the Schedule.

(b)	The proposed Transfer Date is [        ].

(c)	The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause [l] (Addresses) are set out in the Schedule.

3.	The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause [l] (Limitation of responsibility of Existing Lenders).

[3/4].

We refer to clause [l] ([l]) of the Borrower Intercreditor Agreement. In consideration of the New Lender being accepted as a [Senior] Lender for the purposes of the Borrower Intercreditor Agreement (and as defined therein), the New Lender confirms that, as from the Transfer Date, it intends to be party to the Borrower Intercreditor Agreement as a [Senior] Lender, and undertakes to perform all the obligations expressed in the Borrower Intercreditor Agreement to be assumed by a [Senior] Lender and agrees that it shall be bound by all the provisions of the Borrower Intercreditor Agreement, as if it had been an original party to the Borrower Intercreditor Agreement.

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[4/5].	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.

[5/6].	This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

[6/7].	This Agreement has been entered into on the date stated at the beginning of this Agreement.

Note:

The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

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To:	[        ] as Facility Agent and [        ], [        ] as Security Agent, [        ] as Parent, for and on behalf of each Obligor

From:	[the Existing Lender] (the "Existing Lender") and [the New Lender] (the "New Lender")

1.

We refer to the Facility Agreement and to the Borrower Intercreditor Agreement (as defined in the Facility Agreement). This is an Assignment Agreement. This agreement (the "Agreement") shall take effect as an Assignment Agreement for the purpose of the Facility Agreement and as a [Creditor Accession Undertaking] for the purposes of the Borrower Intercreditor Agreement (and as defined in the Borrower Intercreditor Agreement). Terms defined in the Facility Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

2.	We refer to Clause [●] (Procedure for assignment) of the Facility Agreement:

(a)	The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Facility Agreement, the other Finance Documents and in respect of the Transaction Security which correspond to that portion of the Existing Lender's Commitment(s) and participations in Utilisations under the Facility Agreement as specified in the Schedule.

(b)	The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender's Commitment(s) and participations in Utilisations under the Facility Agreement specified in the Schedule.

(c)	The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.1

3.	The proposed Transfer Date is [      ].

4.	On the Transfer Date the New Lender becomes:

(a)	Party to the relevant Finance Documents (other than the Borrower Intercreditor Agreement) as a Lender; and

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(b)	Party to the Borrower Intercreditor Agreement as a [Senior] Lender (as defined in the Borrower Intercreditor Agreement).

5.	The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause [l] (Addresses) are set out in the Schedule.

6.	The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause [l] (Limitation of responsibility of Existing Lenders).

[7/8]

We refer to clause [l] ([l]) of the Borrower Intercreditor Agreement. In consideration of the New Lender being accepted as a Senior Lender for the purposes of the Borrower Intercreditor Agreement (and as defined in the Borrower Intercreditor Agreement), the New Lender confirms that, as from the Transfer Date, it intends to be party to the Borrower Intercreditor Agreement as a Senior Lender, and undertakes to perform all the obligations expressed in the Borrower Intercreditor Agreement to be assumed by a Senior Lender and agrees that it shall be bound by all the provisions of the Borrower Intercreditor Agreement, as if it had been an original party to the Borrower Intercreditor Agreement.

[8/9]	This Agreement acts as notice to the Facility Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause [l] (Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to the Borrower), to the Borrower (on behalf of each Obligor) of the assignment referred to in this Agreement.

[9/10]	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.

[11/12]	This Agreement and any non-contractual obligations arising out of or in connection with it, are governed by English law.

[12/13]	This Agreement has been entered into on the date stated at the beginning of this Agreement.

Note:

The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

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1.	We refer to the Facility Agreement. This is an Exchange Request pursuant to Clause 19.3 (Manner of Exchange of Term Loans) of the Facility Agreement. Terms defined in the Facility Agreement have the same meaning in this notice unless given a different meaning in this notice.

2.	We confirm as follows:

(a)	our legal name is [●];

(b)	the Exchange Date for this Exchange Request is [●], a Business Day not fewer than ten Business Days after the date of this Exchange Request;

(c)	the name of the proposed registered Holder of the Exchange Notes to be issued pursuant to this Exchange Request is [●];

(d)	the principal amount of our participation in the Advances to be exchanged for Exchange Notes pursuant to this Exchange Request is [●], which amount complies with the requirements of Clause 19.3 (Manner of Exchange of Term Loans) of the Facility Agreement; and

(e)	the amount of each Exchange Note requested hereunder is [●], which complies with the requirements of Clause 19.3 (Manner of Exchange of Term Loans) of the Facility Agreement.

3.	We confirm that:

(a)

we are either (i) an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act), that we are engaged in the business of purchasing and selling securities of entities such as the Borrower or (ii) are not a U.S. person (and are not acquiring any Exchange Notes for the account or benefit of a U.S. person) and are acquiring any Exchange Notes pursuant to an offshore transaction pursuant to Regulation S under the Securities Act. We are requesting any Exchange Notes hereunder for our own account or for one or more accounts (each of which is an institutional “accredited investor” as defined above) as to each of which we exercise sole investment discretion. We are acquiring Exchange Notes solely for investment purposes and not with

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(b)	we have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of investing in the Exchange Notes, and we are experienced in investing in capital markets and are able to bear the economic risk of investing in the Exchange Notes.

(c)	an investment in the Exchange Notes involves a high degree of risk, and the Exchange Notes are, therefore, a speculative investment.

(d)	none of the Obligors, the Arrangers, the Facility Agent or any of their respective agents or affiliates has given any investment advice or rendered any opinion to us as to whether an investment in the Exchange Notes is prudent or suitable, and we are not relying on any representation or warranty by the Obligors, the Arrangers, the Facility Agent or any of their respective agents or affiliates.

(e)

we acknowledge that none of the Obligors, the Arrangers, the Facility Agent or any of their respective agents or affiliates has provided, and will not be providing, us with any material regarding the Exchange Notes or the Borrower. We acknowledge that neither the Arrangers nor the Facility Agent are responsible for the contents of any document. We have not requested the Obligors, the Arrangers, the Facility Agent or any of their respective agents or affiliates to provide us with any other information. In addition, we acknowledge that the Facility Agent may facilitate the exchange of information between us and the Borrower, but that such information is not being provided by the Facility Agent. We also acknowledge that, prior to the date hereof, the Borrower has (i) offered us the opportunity to ask questions and receive answers from the Borrower or persons acting on behalf of the Borrower, (iu) offered to furnish us with all other materials that we consider relevant to an investment in the Exchange Notes and (iii) offered to give us the opportunity fully to perform our own due diligence.

(f)

we have access to all information that we believe is necessary, sufficient or appropriate in connection with our receipt and investment in the Exchange Notes. We have made an independent decision to invest in the Exchange Notes from the Borrower based on the information concerning the business and financial condition of the Borrower and other information available to us, which we have determined is adequate for that purpose, and we have not relied on any information (in any form, whether written or oral) furnished by the Facility Agent or on their behalf in making that decision.

(g)

in making our decision to invest in the Exchange Notes, (i) we have not relied on any investigation that the Facility Agent, or any person acting on their behalf, may have conducted with respect to the Borrower or the Exchange Notes and (ii) we have made our own investment decision regarding the Exchange Notes (including, without limitation, the income tax consequences of purchasing, owning or disposing of the Exchange Notes in light of our particular situation and tax residence(s) as well as any consequences arising under the laws of any taxing jurisdiction) based on our own knowledge (and information we may have

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(h)

we acknowledge that the Facility Agent, the Borrower and their respective agents and affiliates may possess material non public information not known to us regarding or relating to the Borrower or the Exchange Notes, including, but not limited to, information concerning the business, financial condition, results of operations, prospects or restructuring plans of the Borrower. We acknowledge that none of the Facility Agent, the Borrower or any of their respective agents or affiliates has disclosed any material, non public information to us and we have not requested that any such information be disclosed.

(i)

we understand that the Exchange Notes have not been registered under the Securities Act and we are receiving the Exchange Notes in accordance with a valid exemption from the registration requirements under the Securities Act. We will not reoffer, resell, pledge or otherwise transfer any Exchange Notes except (a) pursuant to Rule 144A under the Securities Act (if available) to qualified institutional buyers (as defined in Rule 144A), (b) in an offshore transaction complying with Rule 903 or 904 of Regulation S under the Securities Act, (c) pursuant to Rule 144 under the Securities Act (if available) or (d) pursuant to another applicable exemption under the Securities Act, and that, in each case, such offer, sale, pledge or transfer must be made in accordance with any applicable securities laws of any state of the United States or any other relevant jurisdiction.

(j)	we understand that none of the Obligors, the Arrangers, the Facility Agent or any of their agents or affiliates make any representation as to the availability of Rule 144A, Regulation S or Rule 144 under the Securities Act for the reoffer, resale, pledge or transfer of the Exchange Notes.

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To:	[●] as Facility Agent, [●] as Security Agent, and [●] as Borrower

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1.	We refer to the facility agreement dated [●] (as from time to time amended, varied, novated or supplemented, the “Facility Agreement”) and made between, inter alia, [●].

2.	The Borrower has requested that the Subsidiary become a [Pushdown Borrower]/[Guarantor] pursuant to Clause [[●] (Pushdown Borrower)]/[[●](Guarantors)]] of the Facility Agreement.

1.	Terms defined in the Facility Agreement have the same meanings in this Accession Notice.

2.	The Subsidiary is a company [or specify any other type of entity] duly incorporated, established or organised under the laws of [insert relevant jurisdiction].

3.	The Subsidiary confirms that it has received from the Borrower a true and up-to-date copy of the Facility Agreement and the other Finance Documents.

4.

The Subsidiary agrees to perform all the obligations expressed to be undertaken by [the Pushdown Borrower]/[a Guarantor] under and as defined in the Facility Agreement, the Borrower Intercreditor Agreement and the other Finance Documents and agrees that it shall be bound by the Facility Agreement, the Borrower Intercreditor Agreement and the other Finance Documents in all respects as if it had been an original party to them as a [Borrower]/[Guarantor] or, in the case of the Borrower Intercreditor Agreement, a Debtor (as defined therein) .

5.	The Borrower confirms that no Event of Default is continuing or will occur as a result of the Subsidiary becoming the [Pushdown Borrower]/[a Guarantor].

6.	The Subsidiary makes, in relation to itself, the Repeating Representations expressed to be made by an Obligor in Clause 19 (Representations and Warranties) of the Facility Agreement.

7.	[The Subsidiary confirms that it has appointed to be its process agent for the purposes of accepting service of Proceedings on it.]

8.	The Subsidiary's administrative details for the purposes of the Facility Agreement are as follows:

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9.	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.

10.	This Accession Notice has been executed as a Deed by the Borrower and the Subsidiary and signed by the Facility Agent on the date written at the beginning of this Accession Notice.

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1.	Corporate Documents

(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 this Agreement as a Obligor and the performance of its obligations under the 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 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 provided under paragraph (g) of Part 1 of Schedule 2.

2.	Legal Opinions

(a)	the due incorporation, capacity and authorisation of the relevant acceding Obligor; and

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

3.	Miscellaneous

4.	Security Documents

(a)	At least 2 original copies of any Borrower Security Documents required by the Facility Agent, acting reasonably in accordance with the terms of this Agreement

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(b)	To the extent necessary, confirmatory security in respect of the Borrower Security Documents referred to at (a) above.

5.	Process Agent

6.	Financial Statements

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(1)	for a period of 15 calendar days prior to any date fixed for the redemption of the Notes;

(2)	for a period of 15 calendar days immediately prior to the date fixed for selection of Notes to be redeemed in part;

(3)	for a payment period of 15 calendar days prior to the record date with respect to any interest payment date; or

(4)	that the registered holder of Notes has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Disposition Offer.

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•	will be general senior obligations of the Company;

•	will mature on May 15, 2024;

•	will be secured as described below under the caption “—Security”;

•	will rank equally in right of payment with all existing and future unsubordinated Indebtedness of the Company and senior in right of payment to any existing and future Subordinated Obligations of the Company;

•	be effectively subordinated to any existing and future secured Indebtedness of the Company and its Subsidiaries to the extent of the value of the assets securing such Indebtedness (unless such assets also secure the Notes on an equal and ratable or prior basis); and

•	will be effectively subordinated to any existing and future Indebtedness of the Company’s Subsidiaries.

(1)	upon repayment in full of the Notes;

(2)	as described under “—Amendments and Waivers”;

(3)	following a Default under the Indenture or a default under any other Indebtedness secured by the Collateral, pursuant to an Enforcement Sale (see “[Description of Other Indebtedness — Intercreditor Agreement — Limitations on Enforcement]”);

(4)	in connection with any transfer of the Capital Stock of the Company, or issuance of new Capital Stock of the Company, pursuant to the Post-Closing Reorganizations or a Spin-Off; provided that the transferee of the Capital Stock of the Company grants a pledge over the Capital Stock

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(5)

in connection with the Debt Pushdown; provided that following the Debt Pushdown Date, the Parent of the Pushdown Issuer grants a pledge over the Capital Stock of the Pushdown Issuer (having the same ranking as prior to such transfer taking the Intercreditor Agreement into account) held by such Parent for the benefit of the holders of the Notes substantially concurrently with the Debt Pushdown Date;

(6)

if such Collateral is the Capital Stock of a Restricted Subsidiary, in connection with any sale or other disposition of Capital Stock of that Restricted Subsidiary to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary that is in compliance with the Indenture, including but not limited to the provisions described under “—Certain Covenants — Limitation on Sales of Assets and Subsidiary Stock”;

(7)	if the applicable Subsidiary of which such Capital Stock or assets are pledged or assigned is designated as an Unrestricted Subsidiary in compliance with the covenant entitled “— Certain Covenants — Limitation on Restricted Payments”;

(8)	to release and/or re-take any Lien under the Security Documents to the extent otherwise permitted by the terms of the Indenture, the Security Documents or the Intercreditor Agreement; or

(9)	with the consent of holders of at least seventy-five percent (75%) in aggregate principal amount of the Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes).

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•

upon the sale or other disposition (including through merger or consolidation) in compliance with the Indenture of the Capital Stock of the relevant Guarantor (other than the Afffiliate Issuer, if any) (whether directly or through the disposition of a parent thereof), following which such Guarantor is no longer a Restricted Subsidiary or Affiliate Subsidiary (other than a sale or other disposition to the Company or any of the Restricted Subsidiaries);

•	in the case of a Guarantor that is prohibited or restricted by applicable Law from guaranteeing the Notes (other than customary legal and contractual limitations on the Note Guarantee of such Guarantor); provided that such Note Guarantee will be released as a whole or in part to the extent it is necessary to achieve compliance with such prohibition or restriction;

•	upon the legal defeasance, covenant defeasance or satisfaction and discharge of the Notes and the Indenture as provided in “– Certain Covenants – Defeasance” or “– Certain Covenants – Satisfaction and Discharge”, in each case in accordance with the terms and conditions of the Indenture;

•

with respect to a Note Guarantee given under the covenant captioned “— Certain Covenants — Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries”, upon release of the guarantee that gave rise to the requirement to issue such Note Guarantee so long as no Event of Default would arise as a result and no other Indebtedness that would give rise to an obligation to give a Note Guarantee is at that time guaranteed by the relevant Guarantor;

•	if such Guarantor is designated as an Unrestricted Subsidiary in compliance with the covenant entitled “— Certain Covenants— Limitation on Restricted Payments”;

•	if such Guarantor is an Affiliate Subsidiary and such Affiliate Subsidiary becomes a Subsidiary of or is merged into or with the Company, another Restricted Subsidiary of the Company which is not an Affiliate Subsidiary, the Affiliate Issuer or a Guarantor;

•	as a result of a transaction permitted by, and in compliance with, the covenant entitled “— Certain Covenants — Merger and Consolidation”;

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•	as described under “— Certain Covenants — Amendments and Waivers”; or

•	upon the full and final payment and performance of all obligations of the Company and the Guarantors under the Indenture and the Notes.

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(1)	at least 60% of the principal amount of the Notes (which includes Additional Notes, if any) issued under the Indenture remains outstanding immediately after any such redemption; and

(2)	the Company makes such redemption not more than 90 days after the consummation of any such Equity Offering.

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(1)	any change in, or amendment to, the law or treaties (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction (as defined below under “—Withholding Taxes”) affecting taxation; or

(2)	any change in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) (each of the foregoing in clauses (1) and (2), a “Change in Tax Law”),

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(1)	The Netherlands or any political subdivision or governmental authority thereof or therein having power to tax;

(2)	any jurisdiction from or through which payment on the Notes or the Note Guarantees is made, or any political subdivision or governmental authority thereof or therein having the power to tax; or

(3)	any other jurisdiction in which a Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”),

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(a)	any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant holder or beneficial owner and the Relevant Taxing Jurisdiction imposing such Taxes (other than the mere ownership or holding of such Note, enforcement of rights thereunder or under any Note Guarantee or the Indenture, or the receipt of payments in respect thereof);

(b)

any Taxes that would not have been so imposed if the holder had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (A) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold all or a part of any such Taxes and (B) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant holder at that time has been notified (in accordance with the procedures set forth in the Indenture) by the relevant Payor or any other Person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made);

(c)	any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented during such 30-day period);

(d)	any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest on the Notes or any Note Guarantee;

(e)	any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;

(f)	any withholding or deduction imposed on a payment to an individual and required to be made pursuant to the European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such directive;

(g)	any Taxes which could have been avoided by the presentation (where presentation is required) of the relevant Note to another Paying Agent in a member state of the European Union;

(h)	all United States backup withholding taxes;

(i)

any withholding or deduction imposed pursuant to (a) Sections 1471 through 1474 of the United States Internal Revenue Code of 1986 (as amended), as of the date of the Indenture (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof, (b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction, which (in either case) facilitates the implementation of (a) above or (c) any agreement pursuant to the implementation of (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction; or

(j)	any combination of items (a) through (i) above.

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•	that a Change of Control has occurred or may occur and the date, or expected date, of such event;

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•	the circumstances and relevant facts regarding such Change of Control;

•	the purchase price and the purchase date which shall be fixed by the Company on a Business Day no earlier than 10 days nor later than 60 days from the date such notice is mailed or delivered, or such later date as is necessary to comply with requirements under the Exchange Act;

•	that any Note not tendered will continue to accrue interest and unless the Company defaults in payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; and

•	certain other procedures that a holder of Notes must follow to accept a Change of Control Offer or to withdraw such acceptance.

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(1)	the Restricted Subsidiaries may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving effect thereto on a pro forma basis (a) the Consolidated Net Leverage Ratio for the Company and its Restricted Subsidiaries would not exceed 4.00 to 1.00 and (b) the Consolidated Net Leverage Ratio would not exceed 5.00 to 1.00; and

(2)	the Company and/or the Affiliate Issuer may Incur Pari Passu Indebtedness (including Acquired Indebtedness constituting Pari Passu Indebtedness) if on the date of such Incurrence and after giving effect thereto on a pro forma basis the Consolidated Net Leverage Ratio would not exceed 5.00 to 1.00.

(1)

Pari Passu Indebtedness of the Company and the Affiliate Issuer and Indebtedness of the Restricted Subsidiaries under Credit Facilities in the aggregate principal amount at any one time outstanding not to exceed (A) an amount equal to the greater of (i) (a) €[4,385.0] million plus (b) the amount of any Credit Facilities incurred under the first paragraph of this covenant or any other provision of the second paragraph of this covenant to acquire any property, other assets or shares of Capital Stock of a Person (other than the Bridge Facility or any Take-Out Financing) and (ii) 5.0% of Total Assets, plus (B) any accrual or accretion of interest that increases the principal amount of Indebtedness under Credit Facilities and (C) in the case of any refinancing of any Indebtedness permitted under this clause (1) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses Incurred in connection with such refinancing;

(2)	Indebtedness of the Company or the Affiliate Issuer owing to and held by any Restricted Subsidiary (other than a Receivables Entity) or Indebtedness of a Restricted Subsidiary owing to and held by the Company, the Affiliate Issuer or any other Restricted Subsidiary (other than a Receivables Entity); provided, however, that:

(a)	any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Company, the Affiliate Issuer or a Restricted Subsidiary (other than a Receivables Entity); and

(b)	any sale or other transfer of any such Indebtedness to a Person other than the Company, the Affiliate Issuer or a Restricted Subsidiary (other than a Receivables Entity),

(3)	(a) Indebtedness represented by the Notes (other than any Additional Notes issued after the Issue Date) and (b) Indebtedness of the Guarantors represented by the Note Guarantees;

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(4)	any Indebtedness (other than the Indebtedness described in clauses (1), (2) and (3)) outstanding on the Issue Date after giving effect to the Acquisition and Related Transactions, including Indebtedness under the Senior Bridge Facility or any Take-Out Financing;

(5)	any Refinancing Indebtedness Incurred in respect of any Indebtedness described in clause (3), clause (4), this clause (5), clause (6), clause (8), clause (15) or clause (16) or Incurred pursuant to the first paragraph of this covenant;

(6)

Indebtedness of the Company, the Affiliate Issuer or a Restricted Subsidiary Incurred after the Issue Date (a) Incurred and outstanding on the date on which such Restricted Subsidiary was acquired by the Company or the Affiliate Issuer or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities) the Company, the Affiliate Issuer or any Restricted Subsidiary or was designated the Affiliate Issuer or an Affiliate Subsidiary, (b) Incurred to provide all or a portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or the Affiliate Issuer or was otherwise acquired by the Company, the Affiliate Issuer or a Restricted Subsidiary or was designated the Affiliate Issuer or an Affiliate Subsidiary or (c) Incurred and outstanding on the date on which such Restricted Subsidiary was acquired by the Company or the Affiliate Issuer or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities) the Company, the Affiliate Issuer or any Restricted Subsidiary (other than Indebtedness Incurred in contemplation of the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Company, the Affiliate Issuer or a Restricted Subsidiary); provided, however, that with respect to (a) and (b) of this clause (6) only, immediately following the consummation of the acquisition of such Restricted Subsidiary by the Company or the Affiliate Issuer or such other transaction, (x) the Company, the Affiliate Issuer and Restricted Subsidiaries would have been able to Incur €1.00 of additional Indebtedness pursuant to the first paragraph of this covenant after giving pro forma effect to the relevant acquisition or other transaction and the Incurrence of such Indebtedness pursuant to this clause (6) or (y) the Consolidated Net Leverage Ratio would not be greater than immediately prior to such acquisition or such other transaction;

(7)	Indebtedness under Currency Agreements, Commodity Agreements and Interest Rate Agreements entered into for bona fide hedging purposes of the Company, the Affiliate Issuer or the Restricted Subsidiaries and not for speculative purposes (as determined in good faith by the Board of Directors or senior management of the Company);

(8)

Indebtedness consisting of (a) mortgage financings, Purchase Money Obligations or other financings, Incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used or useful in the business of the Company, the Affiliate Issuer or such Restricted Subsidiary or (b) Indebtedness otherwise Incurred to finance the purchase, lease, rental or cost of design, construction, installation or improvement of property (real or personal) or equipment that is used or useful in the business of the Company, the Affiliate Issuer or such Restricted Subsidiary, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, and any Refinancing Indebtedness which refinances, replaces or refunds such Indebtedness, in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (8) will not exceed the greater of (i) €250.0 million and (ii) 5.0% of Total Assets at any time outstanding so long as such Indebtedness exists on the date of such purchase, design, construction, installation or improvement, or is created within 270 days thereafter;

(9)

Indebtedness in respect of (a) workers’ compensation claims, self-insurance obligations, performance, bid, indemnity, surety, judgment, appeal, performance or appeal bonds, completion guarantees, advance payment, customs, VAT or other tax or other guarantees or other similar bonds, instruments or obligations and completion guarantees and warranties provided by the Company, the Affiliate Issuer or a Restricted Subsidiary or relating to liabilities, obligations or guarantees Incurred in the ordinary course of business or in respect of any government requirement, (b) letters of credit, bankers’ acceptances, guarantees or other similar instruments

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(10)

Indebtedness arising from agreements of the Company, the Affiliate Issuer or a Restricted Subsidiary providing for indemnification, obligations in respect of earn-outs or adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any business, assets or Capital Stock of a Restricted Subsidiary, provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds (including the fair market value of non-cash proceeds) actually received by the Company, the Affiliate Issuer and the Restricted Subsidiaries in connection with such disposition;

(11)	Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within thirty Business Days of Incurrence;

(12)	guarantees by the Company, the Affiliate Issuer or any Restricted Subsidiary of Indebtedness or any other obligation or liability of the Company, the Affiliate Issuer or any Restricted Subsidiary (other than of any Indebtedness Incurred by such Restricted Subsidiary in violation of this covenant);

(13)	[Reserved];

(14)	Subordinated Shareholder Loans Incurred by the Company or the Affiliate Issuer;

(15)

Pari Passu Indebtedness of the Company or the Affiliate Issuer and Indebtedness of the Restricted Subsidiaries in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness Incurred pursuant to this clause (15) and then outstanding, will not exceed 100% of the Net Cash Proceeds received by the Company or the Affiliate Issuer from the issuance or sale (other than to the Company, the Affiliate Issuer or a Restricted Subsidiary) of its Capital Stock or otherwise contributed to the equity of the Company, in each case, subsequent to the Issue Date (and in each case, other than through the issuance of Disqualified Stock, Preferred Stock or an Excluded Contribution); provided, however, that (i) any such Net Cash Proceeds that are so received or contributed shall be excluded for purposes of making Restricted Payments under clauses 4(c)(ii) and 4(c)(iii) of the first paragraph and clause (1) of the third paragraph of the covenant described below under “Certain Covenants—Limitation on Restricted Payments” to the extent the Company, the Affiliate Issuer or any Restricted Subsidiary incurs Indebtedness in reliance thereon and (ii) any Net Cash Proceeds that are so received or contributed shall be excluded for purposes of Incurring Indebtedness pursuant to this clause (15) to the extent the Company, the Affiliate Issuer or any Restricted Subsidiary makes a Restricted Payment under clauses 4(c)(ii) and 4(c)(iii) of the first paragraph and clauses (1) of the third paragraph of the covenant described below under “Certain Covenants—Limitation on Restricted Payments” in reliance thereon;

(16)

in addition to the items referred to in clauses (1) through (15) above, Pari Passu Indebtedness of the Company or the Affiliate Issuer and Indebtedness of the Restricted Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (16) and then outstanding, will not exceed the greater of (i) €250.0 million and (ii) 5.0% of Total Assets at any time outstanding; and

(17)	intra-group Indebtedness with Affiliates reasonably required to effect or consummate the Acquisition and any Related Transaction, including transactions to consolidate the holding of Share Capital in Ziggo N.V.

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(1)

in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in the first and second paragraphs of this covenant, the Company, in its sole discretion, will classify such item of Indebtedness on the date of its incurrence and only be required to include the amount and type of such Indebtedness in one of such clauses and will be permitted on the date of such incurrence to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the first and second paragraphs of this covenant, and, from time to time, may reclassify all or a portion of such Indebtedness, in any manner that complies with this covenant;

(2)	guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included;

(3)	if obligations in respect of letters of credit are Incurred pursuant to any Credit Facility and are being treated as Incurred pursuant to clause (1) of the second paragraph above and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included;

(4)	the principal amount of any Disqualified Stock of the Company or the Affiliate Issuer, or Preferred Stock of a Restricted Subsidiary, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof;

(5)	Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness; and

(6)	the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with IFRS.

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(1)	to declare or pay any dividend or make any distribution on or in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving the Company, the Affiliate Issuer or any of the Restricted Subsidiaries) except:

(a)	dividends or distributions payable in Capital Stock of the Company or the Affiliate Issuer (other than Disqualified Stock) or Subordinated Shareholder Loans; and

(b)	dividends or distributions payable to the Company, the Affiliate Issuer or a Restricted Subsidiary (and if such Restricted Subsidiary is not a Wholly Owned Subsidiary, to its other holders of common Capital Stock on a pro rata basis);

(2)	to purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company, the Affiliate Issuer, any Affiliate Subsidiary or any Parent of the Company, the Affiliate Issuer or any Affiliate Subsidiary held by Persons other than the Company, the Affiliate Issuer or a Restricted Subsidiary;

(3)

to purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations (other than (x) the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or retirement or (y) Indebtedness permitted under clause (2) of the second paragraph under the covenant described under “—Limitation on Indebtedness”); or

(4)	to make any Restricted Investment in any Person;

(a)	a Default shall have occurred and be continuing (or would result therefrom); or

(b)	the Company or the Affiliate Issuer is not able to Incur an additional €1.00 of Pari Passu Indebtedness pursuant to the first paragraph under the covenant described under “—Limitation on Indebtedness”, after giving effect, on a pro forma basis, to such Restricted Payment; or

(c)	the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to May 7, 2010 and not returned or rescinded would exceed the sum of:

(i)	50% of Consolidated Net Income for the period (treated as one accounting period) from the beginning of the first fiscal quarter commencing after May 7, 2010 to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which financial statements are available (or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit);

(ii)	100% of the aggregate Net Cash Proceeds and the fair market value, as determined in good faith by the Board of Directors or senior management of the Company, of marketable securities, or other property or assets, received by the Company or the Affiliate Issuer from the issue or sale of its Capital Stock (other than Disqualified Stock)

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(iii)

100% of the aggregate Net Cash Proceeds and the fair market value, as determined in good faith by the Board of Directors or senior management of the Company, of marketable securities, or other property or assets, received by the Company, the Affiliate Issuer or any Restricted Subsidiary from the issuance or sale (other than to the Company, the Affiliate Issuer or a Restricted Subsidiary) by the Company, the Affiliate Issuer or any Restricted Subsidiary subsequent to May 7, 2010 of any Indebtedness that has been converted into or exchanged for Capital Stock of the Company or the Affiliate Issuer (other than Disqualified Stock) or Subordinated Shareholder Loans;

(iv)	the amount equal to the net reduction in Restricted Investments made by the Company, the Affiliate Issuer or any of the Restricted Subsidiaries resulting from:

(A)

repurchases, redemptions or other acquisitions or retirements of any such Restricted Investment, proceeds realized upon the sale or other disposition to a Person other than the Company, the Affiliate Issuer or a Restricted Subsidiary of any such Restricted Investment, repayments of loans or advances or other transfers of assets (including by way of dividend, distribution, interest payments or returns of capital) to the Company, the Affiliate Issuer or any Restricted Subsidiary; or

(B)	the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of “Investment”) not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company, the Affiliate Issuer or any Restricted Subsidiary in such Unrestricted Subsidiary,

(v)

100% of the Net Cash Proceeds and the fair market value (as determined in accordance with the next succeeding paragraph) of marketable securities, or other property or assets, received by the Company, the Affiliate Issuer or any of the Restricted Subsidiaries in connection with: (A) the sale or other disposition (other than to the Company, the Affiliate Issuer or a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company, the Affiliate Issuer or any Subsidiary of the Company or Affiliate Issuer for the benefit of its employees to the extent funded by the Company, the Affiliate Issuer or any Restricted Subsidiary) of Capital Stock of an Unrestricted Subsidiary; and (B) any dividend or distribution made by an Unrestricted Subsidiary to the Company, the Affiliate Issuer or a Restricted Subsidiary; provided however, that no amount will be included in Consolidated Net Income for the purposes of the preceding clause (i) to the extent that it is (at the Company’s option) included under this clause (v).

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(1)

any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Capital Stock, Disqualified Stock, Subordinated Shareholder Loans or Subordinated Obligations of the Company or the Affiliate Issuer made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the sale within 90 days of, Capital Stock of the Company or the Affiliate Issuer (other than Disqualified Stock or Capital Stock issued or sold to a Subsidiary or an employee stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or guaranteed by the Company, the Affiliate Issuer or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination), Subordinated Shareholder Loans or a substantially concurrent capital contribution to the Company or the Affiliate Issuer; provided, however, that (a) such purchase, repurchase, redemption, defeasance, acquisition or retirement will be excluded in subsequent calculations of the amount of Restricted Payments and (b) the Net Cash Proceeds from such sale or issuance of Capital Stock or Subordinated Shareholder Loans or from such capital contribution will be excluded from clause (c)(ii) of the preceding paragraph;

(2)

any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations of the Company or the Affiliate Issuer made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Obligations of the Company or the Affiliate Issuer that is permitted to be Incurred pursuant to the covenant described under “—Limitation on Indebtedness” and that in each case constitutes Refinancing Indebtedness; provided, however, that such purchase, repurchase, redemption, defeasance, acquisition or retirement will be excluded in subsequent calculations of the amount of Restricted Payments;

(3)

any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Stock of the Company, the Affiliate Issuer or a Restricted Subsidiary made by exchange for, or out of the proceeds of the sale within 90 days of, Disqualified Stock of the Company, the Affiliate Issuer or such Restricted Subsidiary, as the case may be, that, in each case, is permitted to be Incurred pursuant to the covenant described under “—Limitation on Indebtedness” and that in each case constitutes Refinancing Indebtedness; provided, however, that such purchase, repurchase, redemption, defeasance, acquisition or retirement will be excluded in subsequent calculations of the amount of Restricted Payments;

(4)	dividends paid within 60 days after the date of declaration if at such date of declaration such dividend would have complied with this provision; provided, however, that such dividends will be included in subsequent calculations of the amount of Restricted Payments;

(5)

the purchase, repurchase, defeasance, redemption or other acquisition, cancellation or retirement for value of Capital Stock, or options, warrants, equity appreciation rights or other rights to purchase or acquire Capital Stock of the Company, the Affiliate Issuer or any Restricted Subsidiary or any parent of the Company or the Affiliate Issuer held by any existing or former employees or management of the Company, the Affiliate Issuer or any Subsidiary of the Company or Affiliate Issuer or their assigns, estates or heirs, in each case in connection with the repurchase provisions under employee stock option or stock purchase agreements or other agreements to compensate management employees; provided that such redemptions or repurchases pursuant to this clause will not exceed an amount equal to €10.0 million in the aggregate during any calendar year (with any unused amounts in any preceding calendar year being carried over to the succeeding calendar year); provided, however, that the amount of any such repurchase or redemption will be included in subsequent calculations of the amount of Restricted Payments;

(6)	the declaration and payment of dividends to holders of any class or series of Disqualified Stock, or of any Preferred Stock of a Restricted Subsidiary, Incurred in accordance with the terms of the covenant described under “—Limitation on Indebtedness” above; provided, however, that such dividends will be excluded from subsequent calculations of the amount of Restricted Payments;

(7)	purchases, repurchases, redemptions, defeasance or other acquisitions or retirements of Capital Stock deemed to occur upon the exercise of stock options, warrants or other convertible securities if such Capital Stock represents a portion of the exercise price thereof; provided, however, that

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(8)	the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Obligation:

(a)	at a purchase price not greater than 101% of the principal amount of such Subordinated Obligation in the event of a Change of Control in accordance with provisions similar to the “—Change of Control” covenant;

(b)

at a purchase price not greater than 100% of the principal amount thereof in accordance with provisions similar to the “—Limitation on Sales of Assets and Subsidiary Stock” covenant; provided that, prior to or simultaneously with such purchase, repurchase, redemption, defeasance or other acquisition or retirement, the Company has made the Change of Control Offer or Asset Disposition Offer, as applicable, as provided in such covenant with respect to the Notes and has completed the repurchase or redemption of all Notes validly tendered for payment in connection with such Change of Control Offer or Asset Disposition Offer; and provided, further, that such purchase, redemption or other acquisition will be excluded from subsequent calculations of the amount of Restricted Payments; or

(c)

(i) consisting of Acquired Indebtedness (other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Company, the Affiliate Issuer or a Restricted Subsidiary) and (ii) at a purchase price not greater than 100% of the principal amount of such Subordinated Obligation plus accrued and unpaid interest and any premium required by the terms of any Acquired Indebtedness;

(9)	dividends, loans, advances or distributions to any Parent or other payments by the Company, the Affiliate Issuer or any Restricted Subsidiary in amounts equal to:

(i)	the amounts required for any Parent to pay Parent Expenses;

(ii)	the amounts required for any Parent to pay Public Offering Expenses or fees and expenses related to any other equity or debt offering of such Parent that are directly attributable to the operation of the Company, the Affiliate Issuer and the Restricted Subsidiaries;

(iii)	the amounts required for any Parent to pay Related Taxes; and

(iv)	amounts constituting payments satisfying the requirements of clauses (11) and (12) of the second paragraph of the covenant described under “—Limitation on Affiliate Transactions”,

(10)

Investments in an aggregate amount outstanding at any time not to exceed the aggregate cash amount of Excluded Contributions, or consisting of non-cash Excluded Contributions, or Investments in exchange for or using as consideration Investments previously made under this clause, provided that the amount of such Investments will be excluded from subsequent calculations of the amount of Restricted Payments;

(11)

payments by the Company or the Affiliate Issuer, or loans, advances, dividends or distributions to any parent company of the Company or the Affiliate Issuer to make payments to holders of Capital Stock of the Company or the Affiliate Issuer or any parent company of the Company or Affiliate Issuer in lieu of the issuance of fractional shares of such Capital Stock; provided that the net amount of such payments will be excluded from subsequent calculations of the amount of Restricted Payments;

(12)	so long as no Default or Event of Default of the type specified in clauses (1) or (2) under “—Events of Default” has occurred and is continuing, Restricted Payments to be applied to scheduled cash interest payments on Indebtedness of any Parent to the extent that such Indebtedness is

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(13)

so long as no Default or Event of Default of the type specified in clauses (1) or (2) under “—Events of Default” has occurred and is continuing, any Restricted Payment to the extent that, after giving pro forma effect to any such Restricted Payment, the Consolidated Net Leverage Ratio would not exceed 5.00 to 1.00, provided that the net amount of such payments will be included in subsequent calculations of the amount of Restricted Payments;

(14)

Restricted Payments in an aggregate amount at any time outstanding, when taken together with all other Restricted Payments made pursuant to this clause (14), not to exceed the greater of (i) €250.0 million and (ii) 5.0% of Total Assets, in the aggregate in any calendar year (with any unused amounts in any preceding calendar year being carried over to the succeeding calendar year); provided that the amount of such Restricted Payments will be included in subsequent calculations of the amount of Restricted Payments;

(15)	the distribution, as a dividend or otherwise, of shares of Capital Stock of or, Indebtedness owed to the Company, the Affiliate Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries; provided, however, that such distributions will be excluded from subsequent calculations of the amount of Restricted Payments;

(16)

following a Public Offering of the Company, the Affiliate Issuer or any Parent, the declaration and payment by the Company, the Affiliate Issuer or such Parent, or the making of any cash payments, advances, dividends or distributions to any Parent to pay, dividends or distributions on the Capital Stock, common stock or common equity interests of the Company, the Affiliate Issuer or any Parent; provided that the aggregate amount of all such dividends or distributions under this clause (16) shall not exceed in any fiscal year the greater of (a) 6% of the Net Cash Proceeds received from such Public Offering or subsequent Equity Offering by the Company or the Affiliate Issuer or contributed to the capital of the Company or the Affiliate Issuer by any Parent in any form other than Indebtedness or Excluded Contributions and (b) following the Initial Public Offering, an amount equal to the greater of (i) 7% of the Market Capitalization and (ii) 7% of the IPO Market Capitalization, provided that after giving pro forma effect to the payment of any such dividend or making of any such distribution, the Consolidated Net Leverage Ratio of the Company and the Affiliate Issuer would not exceed 5.00 to 1.00; provided, however, that such Restricted Payments will be included in subsequent calculations of the amount of Restricted Payments;

(17)

after the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, distributions (including by way of dividend) consisting of cash, Capital Stock or property or other assets of such Unrestricted Subsidiary that in each case is held by the Company, the Affiliate Issuer or any Restricted Subsidiary; provided, however, that (x) such distribution or disposition shall include the concurrent transfer of all liabilities (contingent or otherwise) attributable to the property or other assets being transferred; (y) any property or other assets received from any Unrestricted Subsidiary (other than Capital Stock issued by any Unrestricted Subsidiary) may be transferred by way of distribution or disposition pursuant to this clause (17) only if such property or other assets, together with all related liabilities, is so transferred in a transaction that is substantially concurrent with the receipt of the proceeds of such distribution or disposition by the Company, the Affiliate Issuer or such Restricted Subsidiary; and (z) such distribution or disposition shall not, after giving effect to any related agreements, result nor be likely to result in any material liability, tax or other adverse consequences to the Company, the Affiliate Issuer and the Restricted Subsidiaries on a Consolidated basis; provided further, however, that such distributions will be excluded from the calculation of the amount of Restricted Payments, it being understood that proceeds from the disposition of any cash, Capital Stock or property or other assets of an Unrestricted Subsidiary that are so distributed will not increase the amount of Restricted Payments permitted under clause (c)(iv) of the preceding paragraph above; and

(18)	Restricted Payments reasonably required to consummate the Acquisition and any Related Transaction, including any Restricted Payment to any Parent in an amount equal to any loan, equity contribution or other amount made or paid to the Company to fund scheduled cash interest

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(1)	pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company, the Affiliate Issuer or any Restricted Subsidiary;

(2)	make any loans or advances to the Company, the Affiliate Issuer or any Restricted Subsidiary; or

(3)	transfer any of its property or assets to the Company, the Affiliate Issuer or any Restricted Subsidiary;

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(1)	any encumbrance or restriction pursuant to an agreement in effect at or entered into on the date of the Indenture, including, without limitation, the Indenture, the Senior Credit Facilities, any Credit Facility, the Senior Secured Notes, the Intercreditor Agreement, the Security Documents and any related documentation, in each case, as in effect on the Issue Date;

(2)

any encumbrance or restriction pursuant to an agreement or instrument of a Person relating to any Capital Stock or Indebtedness of a Person, Incurred on or before the date on which such Person was acquired by or merged or consolidated with or into the Company, the Affiliate Issuer or any Restricted Subsidiary, or on which such agreement or instrument is assumed by the Company, the Affiliate Issuer or any Restricted Subsidiary in connection with an acquisition of assets (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by the Company or the Affiliate Issuer or was merged or consolidated with or into the Company, the Affiliate Issuer or any Restricted Subsidiary or in contemplation of such transaction) and outstanding on such date, provided, that any such encumbrance or restriction shall not extend to any assets or property of the Company, the Affiliate Issuer or any other Restricted Subsidiary other than the assets and property so acquired and provided, further, that for the purposes of this clause, if another Person is the Successor Company, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Company, the Affiliate Issuer or any Restricted Subsidiary when such Person becomes the Successor Company;

(3)

any encumbrance or restriction pursuant to an agreement or instrument effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement referred to in clause (1) or (2) of this paragraph or this clause (3) or contained in any amendment, supplement or other modification to an agreement referred to in clause (1) or (2) of this paragraph or this clause (3); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement are no less favorable in any material respect to the holders of the Notes than the encumbrances and restrictions contained in such agreements referred to in clauses (1) or (2) of this paragraph (as determined in good faith by the Board of Directors or senior management of the Company);

(4)	in the case of clause (3) of the first paragraph of this covenant, any encumbrance or restriction:

(i)	that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract;

(ii)	contained in Liens permitted under the Indenture securing Indebtedness of the Company, the Affiliate Issuer or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; or

(iii)	pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company, the Affiliate Issuer or any Restricted Subsidiary;

(5)	any encumbrance or restriction pursuant to (a) Purchase Money Obligations for property acquired in the ordinary course of business and (b) Capitalized Lease Obligations permitted under the Indenture, in each case that impose encumbrances or restrictions of the nature described in clause (3) of the first paragraph of this covenant on the property so acquired;

(6)	any Purchase Money Note or other Indebtedness or contractual requirements Incurred with respect to a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Board of Directors or senior management of the Company, are necessary to effect such Qualified Receivables Transaction;

(7)	any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition;

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(8)	customary provisions in leases, asset sale, joint venture agreements and other agreements and instruments entered into by the Company, the Affiliate Issuer or any Restricted Subsidiary in the ordinary course of business;

(9)	encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation, government license or order, or required by any regulatory authority;

(10)	any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business;

(11)	any encumbrance or restriction pursuant to Currency Agreements, Commodity Agreements or Interest Rate Agreements; and

(12)

any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date pursuant to the provisions of the covenant described under “—Limitation on Indebtedness” if (a) the encumbrances and restrictions taken as a whole are not materially less favorable to the holders of the Notes than the encumbrances and restrictions contained in the Senior Credit Facilities, the Senior Secured Notes, the Intercreditor Agreement and the Security Documents, in each case, as in effect on the Issue Date (as determined in good faith by the Board of Directors or senior management of the Company) or (b) such encumbrances and restrictions taken as a whole are not materially more disadvantageous to the holders of the Notes than is customary in comparable financings (as determined in good faith by the Board of Directors or senior management of the Company) and, in each case, either (x) the Company reasonably believes that such encumbrances and restrictions will not materially affect the Company’s ability to make principal or interest payments on the Notes as and when they come due or (y) such encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness.

(1)

the Company, the Affiliate Issuer or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors or senior management of the Company (including as to the value of all non-cash consideration), of the shares and assets subject to such Asset Disposition;

(2)

unless the Asset Disposition is a Permitted Asset Swap, at least 75% of the consideration from such Asset Disposition (excluding any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, other than Indebtedness) received by the Company, the Affiliate Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; and

(3)	an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company, the Affiliate Issuer or such Restricted Subsidiary, as the case may be:

(a)

to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay or purchase Senior Indebtedness of the Company (including the Notes), Indebtedness of the Affiliate Issuer or Indebtedness of a Restricted Subsidiary (in each case other than Indebtedness owed to the Company, the Affiliate Issuer or an Affiliate of the Company) within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a), the Company, the Affiliate Issuer or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or

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(b)

to the extent the Company, the Affiliate Issuer or such Restricted Subsidiary elects to invest in or commit to invest in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided, however, that any such reinvestment in Additional Assets made pursuant to a definitive agreement or a commitment approved by the Board of Directors or senior management of the Company that is executed or approved within such time will satisfy this requirement, so long as such investment is consummated within 6 months of such 365th day;

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(1)

the assumption by the transferee of Indebtedness (other than Subordinated Obligations) of the Company or the Affiliate Issuer or Indebtedness of a Restricted Subsidiary and the release of the Company, the Affiliate Issuer or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with clause (3)(a) above);

(2)	securities, notes or other obligations received by the Company, the Affiliate Issuer or any Restricted Subsidiary from the transferee that are converted by the Company, the Affiliate Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Disposition;

(3)	Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Company, the Affiliate Issuer and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Disposition;

(4)	consideration consisting of Indebtedness of the Company, the Affiliate Issuer or any Restricted Subsidiary; and

(5)

any Designated Non-Cash Consideration received by the Company, the Affiliate Issuer or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this covenant that is at that time outstanding, not to exceed the greater of €120.0 million and 5% of Total Assets (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

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(1)	the terms of such Affiliate Transaction are not materially less favorable, taken as a whole, to the Company, the Affiliate Issuer or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate; and

(2)	in the event such Affiliate Transaction involves an aggregate consideration in excess of €100.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company.

(1)	any Restricted Payment permitted to be made pursuant to the covenant described under “—Limitation on Restricted Payments” or any Permitted Investment;

(2)

any issuance or sale of Capital Stock, options, other equity-related interests or other securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, or entering into, or maintenance of, any employment, consulting, collective bargaining or benefit plan, program, agreement or arrangement, related trust or other similar agreement and other compensation arrangements, options, warrants or other rights to purchase Capital Stock of the Company, the Affiliate Issuer or any Parent, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultant plans (including, without limitation, valuation, health, insurance, deferred compensation, severance, retirement, savings or similar plans, programs or arrangements) and/or indemnities provided on behalf of officers, employees or directors or consultants approved by the Board of Directors of the Company or the Affiliate Issuer, in each case in the ordinary course of business;

(3)	loans or advances to employees, officers or directors in the ordinary course of business of the Company, the Affiliate Issuer or any of the Restricted Subsidiaries but in any event not to exceed €15.0 million in the aggregate outstanding at any one time with respect to all loans or advances made since the Issue Date;

(4)

(a) any transaction between or among the Company, the Affiliate Issuer and a Restricted Subsidiary (or an entity that becomes a Restricted Subsidiary in connection with such transaction) or between or among Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary in connection with such transaction) and (b) any guarantees issued by the Company, the Affiliate Issuer or a Restricted Subsidiary for the benefit of the Company, the Affiliate Issuer or a Restricted Subsidiary (or an entity that becomes a Restricted Subsidiary in connection with such transaction), as the case may be, in accordance with “—Limitation on Indebtedness”;

(5)

transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, which, taken as a whole, are fair to the Company, the Affiliate Issuer or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors of the Company or the Affiliate Issuer or the senior management of the Company, the Affiliate Issuer or the relevant Restricted Subsidiary, as applicable, or are on terms no less materially favorable than those that could reasonably have been obtained at such time from an unaffiliated party;

(6)	[Reserved];

(7)	the payment of reasonable and customary fees paid to, and indemnity provided on behalf of, directors of the Company, the Affiliate Issuer or any Restricted Subsidiary;

(8)	the performance of obligations of the Company, the Affiliate Issuer or any of the Restricted Subsidiaries under (a) the terms of any agreement to which the Company, the Affiliate Issuer or any of the Restricted Subsidiaries is a party as of or on the Issue Date, or (b) any agreement

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(9)	sales or other transfers or dispositions of accounts receivable and other related assets customarily transferred in an asset securitization transaction involving accounts receivable to a Receivables Entity in a Qualified Receivables Transaction, and acquisitions of Permitted Investments in connection with a Qualified Receivables Transaction;

(10)	the issuance of Capital Stock or any options, warrants or other rights to acquire Capital Stock (other than Disqualified Stock) of the Company or the Affiliate Issuer to any Affiliate;

(11)	the payment to any Permitted Holder of all reasonable out-of-pocket expenses Incurred by any Permitted Holder in connection with its direct or indirect investment in the Company, the Affiliate Issuer and their Subsidiaries and unpaid amounts accrued for prior periods (but after the Issue Date);

(12)

the payment to any Parent or Permitted Holder (1) of Management Fees (a) on a bona fide arm’s-length basis in the ordinary course of business, (b) of up to the greater of €15.0 million and 0.5% of Total Assets in any calendar year or (2) 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 the Company or the Affiliate Issuer or (3) Parent Expenses;

(13)	guarantees of Indebtedness and other obligations otherwise permitted under the Indenture;

(14)

if not otherwise prohibited under the Indenture, the issuance of Capital Stock (other than Disqualified Stock) or Subordinated Shareholder Loans (including the payment of cash interest thereon; provided that, after giving pro forma effect to any such cash interest payment, the Consolidated Net Leverage Ratio for the Company, the Affiliate Issuer and the Restricted Subsidiaries would not exceed 5.00 to 1.00) of the Company or the Affiliate Issuer to any direct Parent of the Company or the Affiliate Issuer or any Permitted Holder;

(15)

arrangements with customers, clients, suppliers, contractors, lessors or sellers of goods or services that are negotiated with an Affiliate, in each case, which are otherwise in compliance with the terms of the Indenture; provided that the terms and conditions of any such transaction or agreement as applicable to the Company, the Affiliate Issuer and the Restricted Subsidiaries, taken as a whole are fair to the Company, the Affiliate Issuer and the Restricted Subsidiaries and are on terms not materially less favorable to the Company, the Affiliate Issuer and the Restricted Subsidiaries than those that could have reasonably been obtained in respect of an analogous transaction or agreement that would not constitute an Affiliate Transaction (in each case, as determined in good faith by the Board of Directors or the senior management of the Company or the Affiliate Issuer);

(16)

(a) transactions with Affiliates in their capacity as holders of Indebtedness or Capital Stock of the Company, the Affiliate Issuer or any Restricted Subsidiary, so long as such Affiliates are treated no more favorably than holders of such Indebtedness or Capital Stock generally, and (b) transactions with Affiliates in their capacity as borrowers of Indebtedness from the Company, the Affiliate Issuer or any Restricted Subsidiary, so long as such Affiliates are treated no more favorably than holders of such Indebtedness generally;

(17)

any payments or other transactions pursuant to a tax sharing agreement between the Company or the Affiliate Issuer and any other Person or a Restricted Subsidiary and any other Person with which the Company, the Affiliate Issuer or any of the Restricted Subsidiaries files a consolidated tax return or with which the Company or the Affiliate Issuer or any of the Restricted Subsidiaries is part of a group for tax purposes (including a fiscal unity) or any tax advantageous group contribution made pursuant to applicable legislation, provided that

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(18)	transactions relating to the provision of Intra-Group Services in the ordinary course of business;

(19)

any transaction in the ordinary course of business between or among the Company, the Affiliate Issuer or any Restricted Subsidiary and any Affiliate of the Company or the Affiliate Issuer that is an Unrestricted Subsidiary or a joint venture or similar entity that would constitute an Affiliate Transaction solely because the Company, the Affiliate Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such Unrestricted Subsidiary, joint venture or similar entity;

(20)	commercial contracts entered into in the ordinary course of business between an Affiliate of the Company, , the Affiliate Issuer or any Restricted Subsidiary that are on arm’s-length terms or on a basis which the Company or the Affiliate Issuer reasonably believes allocates costs fairly; and

(21)	any Related Transaction.

(1)	if such Restricted Subsidiary is not a Significant Subsidiary, such Significant Subsidiary shall only be obligated to guarantee the payment of the Notes if such Indebtedness is Indebtedness of the Company or the Affiliate Issuer;

(2)	if the Indebtedness is pari passu in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall rank pari passu in right of payment to its guarantee of the Notes;

(3)	if the Indebtedness is subordinated in right of payment to the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to the guarantee of the Notes substantially to the same extent as such Indebtedness is subordinated in right of payment to the Notes;

(4)

a Restricted Subsidiary’s guarantee may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case (a) each of the Company, the Affiliate Issuer and the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit and (b) the relevant guarantee shall be given on an equal and ratable basis with the guarantee of any other Indebtedness giving rise to the obligation to guarantee the Notes); and

(5)	for so long as it is not permissible under applicable law for a Restricted Subsidiary to become a guarantor, such Restricted Subsidiary need not become a guarantor (but, in such a case, each of the

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(1)

such Subsidiary ceasing to be a Restricted Subsidiary (including as a result of any sale, exchange or transfer, to any Person, of all of the Company’s or Affiliate Issuer’s Capital Stock in such Restricted Subsidiary) in compliance with the covenant described under “—Limitation on Sales of Assets and Subsidiary Stock” (including the requirements relating to the application of proceeds) and otherwise in compliance with the Indenture; or

(2)

the release by the holders or lenders of the Indebtedness of the Company or Affiliate Issuer described in the preceding paragraph of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness (but not under the relevant guarantee)), at a time when (a) no other Indebtedness of the Company or the Affiliate Issuer has been guaranteed by such Restricted Subsidiary or (b) the holders of all such other Indebtedness which is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness (but not under the relevant guarantee)) and, in either such case, such Restricted Subsidiary is not obligated in respect of any Indebtedness incurred by such Restricted Subsidiary under the provisions described in the last sentence of the first paragraph under the caption “—Limitation on Indebtedness”.

(1)

within 150 days after the end of each fiscal year ending subsequent to the Issue Date, an annual report of the Reporting Entity, containing the following information: (a) audited combined or consolidated balance sheets of the Reporting Entity as of the end of the two most recent fiscal years and audited combined or consolidated income statements and statements of cash flow of the Reporting Entity for the three most recent fiscal years, in each case prepared in accordance with IFRS, including appropriate footnotes to such financial statements and a report of the independent public accountants on the financial statements; (b) to the extent relating to such annual periods, an operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition, and liquidity and capital resources and critical accounting policies; and (c) a description of the business, management and shareholders of the Reporting Entity, and a description of all material debt instruments; provided, however, that such reports need not (i) contain any segment data other than as required under IFRS in its financial reports with respect to the period presented, (ii) include any exhibits, or (iii) include separate financial statements for any Affiliates of the Reporting Entity or any acquired businesses;

(2)	within 60 days after each of the first three fiscal quarters in each fiscal year, a quarterly report of the Reporting Entity containing the following information: (a) unaudited combined or consolidated income statements of the Reporting Entity for such period, prepared in accordance

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(3)	within 10 days after the occurrence of such event, information with respect to (a) any change in the independent public accountants of the Reporting Entity, (b) any material acquisition or disposal, and (c) any material development in the business of the Reporting Entity and its Restricted Subsidiaries.

(1)

the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation, partnership, trust or limited liability company organized and existing under the laws of any member of the state of the European Union that is a member of the European Union on the date of the Indenture, or the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the Company or the Affiliate Issuer, as applicable) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Notes and the Indenture or the Affiliate Issuer under its Note Guarantee and the Indenture, as applicable;

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(2)	immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction as having been Incurred by the Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;

(3)

either (a) immediately after giving effect to such transaction, the Company, the Affiliate Issuer or such Successor Company would be able to Incur at least an additional €1.00 of Indebtedness pursuant to the first paragraph of the covenant described under “—Limitation on Indebtedness” or (b) the Consolidated Net Leverage Ratio of the Company or such Successor Company would be no greater than that of the Company immediately prior to giving effect to such transaction; and

(4)

the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture and that the supplemental indenture, the Indenture and the Notes are legal, valid and binding obligations of the Successor Company, enforceable (subject to customary exceptions and exclusions) in accordance with their terms.

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(a)	appointed and authorized the Trustee and the Security Trustee from time to time to give effect to such provisions;

(b)	authorized each of the Trustee and the Security Trustee from time to time to become a party to any Additional Intercreditor Agreement;

(c)	agreed to be bound by such provisions and the provisions of any Additional Intercreditor Agreement; and

(d)	irrevocably appointed the Trustee and the Security Trustee to act on its behalf from time to time to enter into and comply with such provisions and the provisions of any Additional Intercreditor Agreement,

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(1)	default in any payment of interest or Additional Amounts on any Note when due, which has continued for 30 days;

(2)	default in the payment of principal of or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase or otherwise;

(3)	failure by the Company or the Affiliate Issuer to comply with its obligations under “—Certain Covenants—Merger and Consolidation”;

(4)

failure by the Company or the Affiliate Issuer to comply for 30 days after notice specified in the Indenture with any of its obligations under the covenants described under ““—Certain Covenants” above (in each case, other than a failure to purchase the Notes which will constitute an Event of Default under clause (2) above and other than a failure to comply with “—Certain Covenants—Merger and Consolidation” which is covered by clause (3) above);

(5)	failure by the Company or the Affiliate Issuer to comply for 60 days after notice specified in the Indenture with its other agreements contained in the Notes or the Indenture;

(6)

default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company, the Affiliate Issuer or any of the Restricted Subsidiaries (or the payment of which is guaranteed by the Company, the Affiliate Issuer or any of the Restricted Subsidiaries), other than Indebtedness owed to the Company, the Affiliate Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default:

(a)	is caused by a failure to pay principal of such Indebtedness at its Stated Maturity after giving effect to any applicable grace period provided in such Indebtedness (“payment default”); or

(b)	results in the acceleration of such Indebtedness prior to its maturity (the “cross acceleration provision”);

(7)

certain events of bankruptcy, insolvency or reorganization of the Company, the Affiliate Issuer or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited Consolidated financial statements delivered to the holders of the Notes pursuant to the covenant described under “— Reports” for the Company, the Affiliate Issuer and the Restricted Subsidiaries), would constitute a Significant Subsidiary (the “bankruptcy provisions”) have been commenced;

(8)	failure by the Company, the Affiliate Issuer or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited Consolidated financial statements delivered to holders of the Notes pursuant to the covenant described under “—Certain Covenants—Reports” for the Company, the Affiliate Issuer and its Restricted Subsidiaries, would constitute

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(9)

the Collateral having a fair market value in excess of €100.0 million shall, at any time, cease to be in full force and effect other than as a result of its release in accordance with the Indenture and the Security Documents or any Lien created thereunder for the benefit of the Trustee and holders of the Notes shall be declared invalid or unenforceable in a judicial proceeding and such Default continues for 60 days after the notice specified in the Indenture.

(1)	such holder of Notes has previously given the Trustee written notice that an Event of Default is continuing;

(2)	holders of at least 50% in principal amount of the outstanding Notes have requested the Trustee to pursue the remedy;

(3)	such holders of Notes have offered the Trustee security, indemnity or prefunding satisfactory to the Trustee against any loss, liability or expense;

(4)	the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

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(5)	the holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction that, in the opinion of the Trustee, is inconsistent with such request within such 60-day period.

(1)	reduce the principal amount of Notes whose holders must consent to an amendment or waiver;

(2)	reduce the stated rate of or extend the stated time for payment of interest or Additional Amounts on any Note;

(3)	reduce the principal of or extend the Stated Maturity of any Note;

(4)

whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (i) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed as described above under “Optional Redemption” (other than the notice provisions), or (ii) reduce the premium payable upon repurchase of any Note or change the time at which any Note is to be repurchased as described under “—Certain Covenants—Change of Control” or “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” at any time after the obligation to repurchase has arisen;

(5)	make any Note payable in money other than that stated in the Note (except to the extent the currency stated in the Notes has been succeeded or replaced pursuant to applicable law);

(6)	impair the right of any holder to receive payment of, premium, if any, principal of or interest or Additional Amounts, if any, on such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes; or

(7)	make any change in the amendment or waiver provisions described in this sentence.    .

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(1)	cure any ambiguity, omission, manifest error, defect or inconsistency;

(2)	provide for the assumption by a Successor Company of the obligations of the Company under the Indenture, the Notes, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents;

(3)	provide for uncertificated Notes in addition to or in place of certificated Notes;

(4)	add guarantees with respect to the Notes;

(5)	secure the Notes or enter into additional or supplemental Security Documents;

(6)	add to the covenants of the Company and the Affiliate Issuer for the benefit of the holders or surrender any right or power conferred upon the Company or the Affiliate Issuer;

(7)	in the case of the Indenture, make any change that does not adversely affect the rights of any holder;

(8)	release the Collateral as provided by the terms of the Indenture;

(9)	issue Additional Notes in accordance with the terms of the Indenture;

(10)	give effect to Permitted Collateral Liens;

(11)	allow any Guarantor to execute a supplemental indenture and/or Note Gurantee with respect to the Notes;

(12)	release any Note Gurantee in accordance with the terms of the Indenture;

(13)	to evidence and provide the acceptance of the appointment of a successor Trustee under the Indenture;

(14)	to the extent reasonable required to allow for the Affiliate Issuer Accession and the Debt Pushdown;

(15)	to the extent necessary to grant a Lien for the benefit of any Person; provided that the granting of such Lien is permitted by the Indenture and the Security Documents;

(16)

make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of holders to transfer Notes; or

(17)	to conform the text of the Indenture, the Notes, the Intercreditor Agreement and the Security Documents, to any provision of this Description of the 2024 Notes to the extent that such provision in this Description of Notes was intended to be a verbatim recitation of the Indenture, the Notes, the Intercreditor Agreement or the Security Documents.

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(1)	either:

(a)	all Notes (that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to a Paying Agent or Registrar for cancellation; or

(b)

(i) all Notes that have not been delivered to a Paying Agent or Registrar for cancellation (x) have become due and payable by reason of the mailing or delivery of a notice of redemption or otherwise or (y) will become due and payable within one year and (ii) the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders cash, Cash Equivalents, European Government Obligations or a combination thereof, in each case, denominated in euro or a combination thereof as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to

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(2)	the Company has paid or caused to be paid all other amounts payable by it under the Indenture; and

(3)	the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be.

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(1)

any property or assets (other than Indebtedness and Capital Stock) to be used by the Company, the Affiliate Issuer or a Restricted Subsidiary in a Related Business or are otherwise useful in a Related Business (it being understood that capital expenditure on property or assets already used in a Related Business or to replace any property or assets that are the subject of such Asset Disposition or any operating expenses Incurred in the day-to-day operations of a Related Business shall be deemed an Investment in Additional Assets);

(2)	the Capital Stock of a Person that is engaged in a Related Business and becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company, the Affiliate Issuer or a Restricted Subsidiary; or

(3)	Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary.

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(1)	a disposition by a Restricted Subsidiary to the Company or the Affiliate Issuer or by the Company, the Affiliate Issuer or a Restricted Subsidiary (other than a Receivables Entity) to a Restricted Subsidiary;

(2)	the sale or disposition of cash or Cash Equivalents or Investment Grade Securities in the ordinary course of business;

(3)	a disposition of inventory, consumer equipment, trading stock, communications capacity or other assets in the ordinary course of business;

(4)	a sale, lease, transfer or other disposition, or a series of related sales, leases, transfers, issuances or dispositions that are part of a common plan, of obsolete, surplus, or worn out equipment or other equipment and assets that are no longer useful in the conduct of the business of the Company, the Affiliate Issuer and the Restricted Subsidiaries;

(5)	transactions permitted under “—Certain Covenants—Merger and Consolidation” or a transaction that constitutes a Change of Control;

(6)	an issuance of Capital Stock by a Restricted Subsidiary to the Company or the Affiliate Issuer or to another Restricted Subsidiary;

(7)

for purposes of “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” only, the making of a Permitted Investment or a disposition subject to “Certain Covenants—Limitation on Restricted Payments”, or, solely for purposes of clause (3) of the first paragraph under “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock,” a disposition, the proceeds of which are used to make Restricted Payments permitted to be made under the covenant described under “—Certain Covenants—Limitation on Restricted Payments” or Permitted Investments;

(8)

dispositions of assets in a single transaction or series of related transactions with an aggregate fair market value in any calendar year of less than the greater of €10.0 million and 1% of Total Assets (with unused amounts in any calendar year being carried over to the next succeeding year subject to a maximum of the greater of €10.0 million and 1% of Total Assets of carried over amounts for any calendar year);

(9)	dispositions in connection with Permitted Liens;

(10)	dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;

(11)	the licensing or sublicensing of intellectual property or other general intangibles and licenses, sublicenses, leases or subleases of other property;

(12)	foreclosure, condemnation or similar action with respect to any property or other assets;

(13)	the sale or discount (with or without recourse, and on customary or commercially reasonable terms) of accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable for notes receivable;

(14)	sales of accounts receivable and related assets or an interest therein of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Entity;

(15)	any disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary;

(16)	any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Company, the Affiliate Issuer or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such

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(17)	any surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;

(18)	(a) disposals of assets, rights or revenue not constituting part of the Distribution Business of the Company, the Affiliate Issuer and the Restricted Subsidiaries, and (b) other disposals of non-core assets acquired in connection with any acquisition permitted under the Indenture;

(19)	disposals of assets or Capital Stock acquired in an acquisition which the Company, the Affiliate Issuer or an Restricted Subsidiary is required by a regulatory authority or court of competent jurisdiction to dispose of;

(19)	disposals of other interests in other entities in an amount not to exceed €5.0 million;

(20)	any disposition of real property; provided that the fair market value of the real property disposed of in any calendar year does not exceed the greater of €50 million and 1.0% of Total Assets; and

(21)	any other disposal of assets comprising in aggregate percentage value of 10% or less of the Total Assets of the Company, the Affiliate Issuer and the Restricted Subsidiaries as set forth in the most recent audited Consolidated financial statements of the Reporting Entity delivered to the holders of the Notes pursuant to the covenant described under “—Certain Covenants—Reports”.

(1)

“Comparable German Bund Issue” means the German Bundesanleihe security selected by any Reference German Bund Dealer as having a fixed maturity most nearly equal to the period from such redemption date to May 15, 2019 and that would be utilized at the time of selection and in accordance with customary financial practice, in pricing new issues of euro-denominated corporate debt securities in a principal amount approximately equal to the then outstanding principal amount of the Notes and of a maturity most nearly equal to May 15, 2019; provided, however, that, if the period from such redemption dated to May 15, 2019 is not equal to the fixed maturity of the German Bundesanleihe security selected by such Reference German Bund Dealer, the Bund Rate shall be determined by linear interpolation (calculated to the nearest one-twelfth of a year) from the yields of German Bundesanleihe securities for which such yields are given,

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(2)

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

(3)	“Reference German Bund Dealer” means any dealer of German Bundesanleihe securities appointed by the Company in good faith; and

(4)

“Reference German Bund Dealer Quotations” means, with respect to each Reference German Bund Dealer and any redemption date, the average as determined by the Company in good faith of the bid and offered prices for the Comparable German Bund Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference German Bund Dealer at 3.30 p.m. Frankfurt, Germany, time on the third Business Day preceding the redemption date.

(1)	securities issued or directly and fully guaranteed or insured by the United States Government or a member state of the European Union as of January 1, 2004 (each a “Qualified Country”) or any agency or instrumentality thereof (provided that the full faith and credit of such Qualified Country is pledged in support thereof), having maturities of not more than one year from the date of acquisition;

(2)

marketable general obligations issued by any political subdivision of any Qualified Country or any public instrumentality thereof maturing within one year from the date of acquisition of the United States (provided that the full faith and credit of the Qualified Country is pledged in support thereof) and, at the time of acquisition, having a credit rating of “A2” or better from either Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.;

(3)

certificates of deposit, time deposits, eurodollar time deposits, bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by any lender party to any Credit Facility or by any bank or trust company (x) the long-term debt of which is rated at the time of acquisition thereof at least “A-” or the equivalent thereof by Standard & Poor’s Ratings Services, or “A-” or the equivalent thereof by Moody’s Investors Service, Inc. (or if at the time neither is issuing comparable ratings, then a comparable rating of another nationally recognized rating agency);

(4)	repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (1), (2) and (3) entered into with any bank meeting the qualifications specified in clause (3) above;

(5)	commercial paper rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by Standard & Poor’s Ratings Services or “P-2” or the equivalent thereof by Moody’s Investors Service, Inc., or carrying an equivalent rating by an internationally recognized rating agency, if

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(6)	interests in any investment company or money market fund which invests 95% or more of its assets in instruments of the type specified in clauses (1) through (5) above.

(1)

Parent 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 each of the Company and the Affiliate Issuer and (b) ceases, by virtue of any powers conferred by the articles of association or other documents regulating the Company and the Affiliate Issuer to, directly or indirectly, direct or cause the direction of management and policies of the Company and the Affiliate Issuer;

(2)	the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company, the Affiliate Issuer 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; or

(3)	the adoption by the stockholders of the Company or the Affiliate Issuer of a plan or proposal for the liquidation or dissolution of the Company or the Affiliate Issuer, other than a transaction complying with the covenant described under “—Certain Covenants—Merger and Consolidation”;

(1)	Consolidated depreciation expense;

(2)	Consolidated amortization expense;

(3)	stock based compensation expense;

(4)	at the Company’s option, other non-cash charges reducing operating income (provided that if any such non-cash charge represents an accrual of or reserve for potential cash charges in any future period, the cash payment in respect thereof in such future period shall reduce operating income to such extent, and excluding

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(5)

any extraordinary, one-off, non-recurring, exceptional or unusual gain, loss, expense or charge, including any charges or reserves in respect of any restructuring, redundancy, relocation, refinancing, integration or severance or other post-employment arrangements, signing, retention or completion bonuses, transaction costs, acquisition costs, disposition costs, business optimization, information technology implementation or development costs, costs related to governmental investigations and curtailments or modifications to pension or postretirement benefits schemes, litigation or any asset impairment charges or the financial impacts of natural disasters (including fire, flood and storm and related events);

(6)

at the Company’s option, effects of adjustments (including the effects of such adjustments pushed down to such Person and its Restricted Subsidiaries) in such Person’s Consolidated financial statements pursuant to IFRS (including inventory, property, equipment, software, goodwill, intangible assets, in process research and development, deferred revenue and debt line items) attributable to the application of recapitalization accounting or acquisition accounting, as the case may be, in relation to any consummated acquisition or joint venture investment or the amortization or write-off or write-down of amounts thereof, net of taxes;

(7)	any net gain (or loss) realized upon the sale, held for sale or other disposition of any asset or disposed operations of the Company, the Affiliate Issuer or any Restricted Subsidiary which is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by the Board of Directors or senior management of the Company);

(8)	the amount of Management Fees and other fees and related expenses paid in such period to the Permitted Holders to the extent permitted by the covenant described under “— Certain Covenants — Limitation on Affiliate Transactions”;

(9)	any reasonable expenses, charges or other costs related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the Incurrence of any Indebtedness permitted by the Indenture, in each case, as determined in good faith by an Officer of the Company;

(10)	at the Company’s option, any adjustments to reduce the impact of the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies;

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(11)	the amount of loss on sale of assets in connection with a Qualified Receivables Transaction; and

(12)	Specified Legal Expenses.

(1)

subject to the limitations contained in clause (2) below, any net income (loss) of any Person (other than the Company or the Affiliate Issuer) if such Person is not a Restricted Subsidiary, except that (a) the Company’s or the Affiliate Issuer’s equity in the net income (loss) of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed by such Person during such period to the Company, the Affiliate Issuer or a Restricted Subsidiary as a dividend or other distribution or return on investment (subject, in the case of a dividend or other distribution or return on investment to a Restricted Subsidiary, to the limitations contained in clause (2) below) and (b) the Company’s or the Affiliate Issuer’s equity in a net loss of any such Person (other than an Unrestricted Subsidiary) for such period will be included in determining such Consolidated Net Income to the extent such loss has been funded with cash from the Company, the Affiliate Issuer or a Restricted Subsidiary;

(2)

any net income (loss) of any Restricted Subsidiary if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company or the Affiliate Issuer by operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its shareholders (other than (a) restrictions that have been waived or otherwise released, (b) restrictions pursuant to the Notes or the Indenture, (c) restrictions in effect on the Issue Date with respect to a Restricted Subsidiary (including pursuant to the Notes, the Senior Credit Facilities, the Senior Secured Notes or the Intercreditor Agreement) and other restrictions with respect to any Restricted Subsidiary that, taken as a whole, are not materially less favorable to the holders than restrictions in effect on the Issue Date and (d) restrictions as in effect on the Issue Date specified in clause (8), or restrictions specified in clause (10), of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Restrictions on Distributions from Restricted Subsidiaries”), except that the net income (loss) of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that could have been distributed by such Restricted Subsidiary during such period to the Company, the Affiliate Issuer or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause);

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(3)	any net gain (or loss) realized upon the sale, held for sale or other disposition of any asset or disposed operations of the Company, the Affiliate Issuer or any Restricted Subsidiary which is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by the Board of Directors or senior management of the Company);

(4)

any extraordinary, one-off, non-recurring, exceptional or unusual gain, loss, expense or charge, including any charges or reserves in respect of any restructuring, redundancy, relocation, refinancing, integration or severance or other post-employment arrangements, signing, retention or completion bonuses, transaction costs, acquisition costs, disposition costs, business optimization, information technology implementation or development costs, costs related to governmental investigations and curtailments or modifications to pension or postretirement benefits schemes, litigation or any asset impairment charges or the financial impacts of natural disasters (including fire, flood and storm and related events);

(5)	the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies;

(6)	any stock-based compensation expense;

(7)	all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness and any net gain (loss), including financing costs that are expensed as incurred, from any extinguishment, modification, exchange or forgiveness of Indebtedness;

(8)	any unrealized gains or losses in respect of Hedging Obligations;

(9)	any goodwill, other intangible or tangible asset impairment charge or write-off;

(10)	the impact of capitalized interest on Subordinated Shareholder Loans;

(11)	any derivative instruments gains or losses, foreign exchange gains or losses, and gains or losses associated with fair value adjustment on financial instruments;

(12)

at the Company’s option, effects of adjustments (including the effects of such adjustments pushed down to such Person and its Restricted Subsidiaries) in such Person’s Consolidated financial statements pursuant to IFRS (including inventory, property, equipment, software, goodwill, intangible assets, in process research and development, deferred revenue and debt line items) attributable to the application of recapitalization accounting or purchase accounting, as the case may be, in relation to any consummated acquisition or joint venture investment or the amortization or write-off or write-down of amounts thereof, net of taxes;

(13)	accruals and reserves that are established or adjusted within twelve months after the closing date of any acquisition that are so required to be established or adjusted as a result of such acquisition that are so required to be established as a result of such acquisition in accordance with IFRS; and

(14)	any expenses, charges or losses to the extent covered by insurance or indemnity and actually reimbursed, or, so long as the Company, the Affiliate Issuer or a Restricted Subsidiary has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent that such amount is in fact reimbursed

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(1)

(a) the outstanding Indebtedness (other than (i) Subordinated Shareholder Loans, (ii) 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 any Permitted Revolving Credit Facility, (iii) any Indebtedness which is a contingent obligation of the Company, the Affiliate Issuer or a Restricted Subsidiary, (iv) any Indebtedness incurred pursuant to clause (16) of the second paragraph of the covenant under the caption “— Certain Covenants — Limitation on Indebtedness” and (v) for the purposes of determining the Consolidated Net Leverage Ratio under clause (1)(a) of the first paragraph under “—Certain Covenants—Limitations on Indebtedness”, outstanding Indebtedness of the Company and the Affiliate Issuer) of the Company, the Affiliate Issuer and the Restricted Subsidiaries on a Consolidated basis, less (b) the aggregate amount of cash and Cash Equivalents of the Company, the Affiliate Issuer and the Restricted Subsidiaries on a Consolidated basis, to

(2)	the Pro forma EBITDA for the period of the most recent two consecutive fiscal quarters for which financial statements have previously been furnished to holders of the Notes pursuant to the covenant described under “—Certain Covenants—Reports”, multiplied by 2.0.

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

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

(3)	is redeemable at the option of the holder of the Capital Stock in whole or in part,

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(1)	to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or

(2)	entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term “guarantee” will not include endorsements for collection or deposit in the ordinary course of business. The term “guarantee” used as a verb has a corresponding meaning.

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(1)	money borrowed or raised and debit balances at banks;

(2)	any bond, note, loan stock, debenture or similar debt instrument;

(3)	acceptance or documentary credit facilities;

(4)	receivables sold or discounted (otherwise than on a non-recourse basis and other than in the normal course of business for collections);

(5)	payments for assets acquired or services supplied deferred for a period of over 180 days (or 360 days if such deferral is in accordance with the terms pursuant to which the relevant assets were or are to be acquired or services were or are to be supplied) after the relevant assets were or are to be acquired or the relevant services were or are to be supplied, or after the relevant invoice date;

(6)	any other transaction (including without limitation forward sale or purchase agreements) having the commercial effect of a borrowing or raising of money or any of (2) to (5) above;

(7)	the principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Restricted Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends); and

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(8)	the principal component of Indebtedness of other Persons to the extent guaranteed by such Person to the extent not otherwise included in the Indebtedness of such Person.

(1)	the sale of programming or other content by Liberty Global, the Spin Parent or any of their respective Subsidiaries to the Company, the Affiliate Issuer or any Restricted Subsidiary;

(2)	the lease or sublease of office space, other premises or equipment by the Company, the Affiliate Issuer or the Restricted Subsidiaries to Liberty Global, the Spin Parent or any of their Subsidiaries or by Liberty Global, the Spin Parent or any of their Subsidiaries to the Company, the Affiliate Issuer or the Restricted Subsidiaries; and

(3)

the provision or receipt of other administrative services, facilities or other arrangements (in each case not constituting Indebtedness) in the ordinary course of business, by the Company, the Affiliate Issuer or the Restricted Subsidiaries to or from Liberty Global, the Spin Parent or any of their Subsidiaries, including, without limitation, (a) the employment of personnel, (b) provision of employee healthcare or other benefits, (c) acting as agent to buy equipment, other assets or services or to trade with residential or business customers, and (d) the provision of treasury, audit, accounting, banking, strategy, IT, telephony, office, administrative, compliance, payroll or other similar services; and

(4)	the extension, in the ordinary course of business and on terms not materially less favourable to the Company or the Restricted Subsidiaries than arm’s length terms, by or to the Company, the Affiliate Issuer or the Restricted Subsidiaries to or by Liberty Global or any of their Subsidiaries

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(1)	Hedging Obligations entered into in the ordinary course of business and in compliance with the Indenture;

(2)	endorsements of negotiable instruments and documents in the ordinary course of business; and

(3)	an acquisition of assets, Capital Stock or other securities by the Company, the Affiliate Issuer or a Subsidiary for consideration to the extent such consideration consists of Common Stock of the Company or the Affiliate Issuer.

(1)

“Investment” will include the portion (proportionate to the Company’s or the Affiliate Issuer’s equity interest in a Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary of the Company and the Affiliate Issuer at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company or the Affiliate Issuer will be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Company’s or Affiliate Issuer’s “Investment” in such Subsidiary at the time of such redesignation less (b) the portion (proportionate to the Company’s or the Affiliate Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets (as conclusively determined by the Board of Directors of the Company in good faith) of such Subsidiary at the time that such Subsidiary is so redesignated a Restricted Subsidiary; and

(2)	any property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors or senior management of the Company.

(1)	securities issued by the U.S. government or by any agency or instrumentality thereof (other than Cash Equivalents) or directly and fully guaranteed or insured by the U.S. government and in each case with maturities not exceeding two years from the date of the acquisition;

(2)	securities issued by or a member of the European Union as of January 1, 2004, or any agency or instrumentality thereof (other than Cash Equivalents) or directly and fully guaranteed or insured by a member of the European Union as of January 1, 2004, and in each case with maturities not exceeding two years from the date of the acquisition;

(3)	debt securities or debt instruments with a rating of A or higher by Standard & Poor’s Ratings Services or A-2 or higher by Moody’s Investors Service, Inc. or the equivalent of such rating by such rating organization, or if no rating of Standard & Poor’s Ratings Services or Moody’s

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(4)	investments in any fund that invests exclusively in investments of the type described in clauses (1) through (3) which fund may also hold immaterial amounts of cash and Cash Equivalents pending investment and/or distribution; and

(5)	corresponding instruments in countries other than those identified in clauses (1) and (2) above customarily utilized for high quality investments and, in each case, with maturities not exceeding two years from the date of the acquisition.

(1)	a rating of “Baa3” (or the equivalent) or higher from Moody’s Investors Service, Inc. or any of its successors or assigns; and

(2)	a rating of “BBB—” (or the equivalent) or higher from Standard & Poor’s Ratings Services, or any of its successors or assigns,

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(1)	all legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses Incurred, and all federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability under IFRS (after taking into account any available tax credits or deductions and any tax sharing agreements), as a consequence of such Asset Disposition;

(2)	all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law be repaid out of the proceeds from such Asset Disposition;

(3)	all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition; and

(4)	the deduction of appropriate amounts to be provided by the seller as a reserve, in accordance with IFRS, against any liabilities associated with the assets disposed of in such Asset Disposition and retained by the Company, the Affiliate Issuer or any Restricted Subsidiary after such Asset Disposition.

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(1)

costs (including all professional fees and expenses) Incurred by any Parent 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, the Indenture or any other agreement or instrument relating to Indebtedness of the Company, the Affiliate Issuer or any Restricted Subsidiary;

(2)	indemnification obligations of any Parent 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 its ownership of the Company or the Affiliate Issuer or the conduct of the business of the Company, the Affiliate Issuer and the Restricted Subsidiaries;

(3)	obligations of any Parent in respect of director and officer insurance (including premiums therefor) with respect to its ownership of the Company or the Affiliate Issuer or the conduct of the business of the Company, the Affiliate Issuer and the Restricted Subsidiaries;

(4)

general corporate overhead expenses, including professional fees and expenses and other operational expenses of any Parent or Subsidiary of a Parent related to the ownership or operation of the business of the Company, the Affiliate Issuer or any of the Restricted Subsidiaries, including acquisitions or dispositions by the Company, the Affiliate Issuer or the Subsidiaries 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 Parent;

(5)	fees and expenses payable by any Parent in connection with any Related Transaction.

(1)

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

(2)	engaged in by the Company or any of its Restricted Subsidiaries on the Issue Date;

(3)	or other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the Company and its Restricted Subsidiaries are engaged on the Issue Date; or

(4)	that comprises being a Holding Company of one or more Persons engaged in any such business.

(1)	Liens on the Collateral arising by operation of law that are described in one or more of clauses (3), (4), (5), (6), (9) and (12) of clause (A) of the definition of “Permitted Liens” and that, in each case, would not materially interfere with the ability of the Security Trustee to enforce the Lien in the Collateral granted under the Security Documents; and

(2)	Liens on the Collateral to secure any Additional Notes or Pari Passu Indebtedness.

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(1)	the Company, the Affiliate Issuer or a Restricted Subsidiary (other than a Receivables Entity) or a Person which will, upon the making of such Investment, become a Restricted Subsidiary (other than a Receivables Entity);

(2)	another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company, the Affiliate Issuer or a Restricted Subsidiary (other than a Receivables Entity);

(3)	cash and Cash Equivalents or Investment Grade Securities;

(4)

receivables owing to the Company, the Affiliate Issuer or any Restricted Subsidiary created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company, the Affiliate Issuer or any such Restricted Subsidiary deems reasonable under the circumstances;

(5)	payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(6)	loans or advances to employees made in the ordinary course of business consistent with past practices of the Company, the Affiliate Issuer or such Restricted Subsidiary;

(7)

Capital Stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company, the Affiliate Issuer or any Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement including upon the bankruptcy or insolvency of a debtor;

(8)

Investments made as a result of the receipt of non-cash consideration from a sale or other disposition of property or assets, including without limitation an Asset Disposition, in each case, that was made in compliance with “—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock” and other Investments resulting from the disposition of assets in transactions excluded from the definition of “Asset Disposition” pursuant to the exclusions from such definition;

(9)

any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment consisting of any extension, modification, replacement, renewal or reinvestment of any Investment or binding commitment existing on the Issue Date or made in compliance with the covenant entitled “— Certain Covenants— Limitation on Restricted Payments”; provided, that the amount of any such Investment or binding commitment may be increased (a) as required by the terms of such Investment or binding commitment as in existence on the Issue Date (including as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities) or (b) as otherwise permitted under the Indenture;

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(10)	Currency Agreements, Commodity Agreements and Interest Rate Agreements and related Hedging Obligations, which transactions or obligations are Incurred in compliance with “—Certain Covenants—Limitation on Indebtedness”;

(11)

Investments by the Company, the Affiliate Issuer or any of the Restricted Subsidiaries, together with all other Investments pursuant to this clause (11), in an aggregate amount at the time of such Investment not to exceed the greater of €350.0 million and 5% of Total Assets at any one time; provided that, if an Investment is made pursuant to this clause in a Person that is not a Restricted Subsidiary and such Person subsequently becomes a Restricted Subsidiary or is subsequently designated a Restricted Subsidiary pursuant to the covenant described under “—Certain Covenants—Limitation on Restricted Payments”, such Investment shall thereafter be deemed to have been made pursuant to clause (1) or (2) of the definition of “Permitted Investments” and not this clause;

(12)

Investments by the Company, the Affiliate Issuer or a Restricted Subsidiary in a Receivables Entity or any Investment by a Receivables Entity in any other Person, in each case, in connection with a Qualified Receivables Transaction, provided, however, that any Investment in any such Person is in the form of a Purchase Money Note, or any equity interest or interests in Receivables and related assets generated by the Company, the Affiliate Issuer or a Restricted Subsidiary and transferred to any Person in connection with a Qualified Receivables Transaction or any such Person owning such Receivables;

(13)	guarantees issued in accordance with “—Certain Covenants—Limitation on Indebtedness” and other guarantees (and similar arrangements) of obligations not constituting Indebtedness;

(14)	pledges or deposits (x) with respect to leases or utilities provided to third parties in the ordinary course of business or (y) otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under the covenant described under “—Certain Covenants—Limitation on Liens”;

(15)	the Notes;

(16)

so long as no Default or Event of Default of the type specified in clause (1) or (2) under “—Events of Default” has occurred and is continuing, (a) minority Investments in any Person engaged in a Permitted Business and (b) Investments in joint ventures that conduct a Permitted Business to the extent that, after giving pro forma effect to any such Investment, the Consolidated Net Leverage Ratio for the Company, the Affiliate Issuer and its Restricted Subsidiaries would not exceed 5.00 to 1.00;

(17)	any Investment to the extent made using as consideration Capital Stock of the Company or the Affiliate Issuer (other than Disqualified Stock), Subordinated Shareholder Loans or Capital Stock of any Parent;

(18)

Investments acquired after the Issue Date as a result of the acquisition by the Company, the Affiliate Issuer or a Restricted Subsidiary, including by way of merger, amalgamation or consolidation with or into the Company, the Affiliate Issuer or any Restricted Subsidiary in a transaction that is not prohibited by the covenant described above under the caption “—Certain Covenants—Merger and Consolidation” after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; and

(19)	any transaction to the extent constituting an Investment that is permitted and made in accordance with the provisions of the second paragraph of the covenant described under ‘‘—Certain Covenants—Limitation on Affiliate Transactions’’ (except those described in clauses (1), (5), (9) and (19) of that paragraph).

(A)	with respect to any Restricted Subsidiary:

(1)	Liens securing Indebtedness Incurred by the Restricted Subsidiaries in compliance with clause (1) of the first paragraph or clauses (1), (7) and (16) under the second paragraph of the covenant described under “—Certain Covenants—Limitation on Indebtedness”;

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(2)	Liens on Receivables and related assets of the type described in the definition of “Qualified Receivables Transaction” Incurred in connection with a Qualified Receivables Transaction;

(3)

pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(4)	Liens imposed by law, including carriers’, warehousemens’, mechanics’, landlords’, materialmens’, repairmens’ and other like Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings if a reserve or other appropriate provisions, if any, as shall be required by IFRS shall have been made in respect thereof;

(5)	Liens for taxes, assessments or other governmental charges not yet subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings provided appropriate reserves required pursuant to IFRS have been made in respect thereof;

(6)	Liens in favor of issuers of surety or performance bonds or letters of credit or bankers’ acceptances issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(7)

encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of the Company, the Affiliate Issuer and the Restricted Subsidiaries or to the ownership of its properties which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of the Company, the Affiliate Issuer and the Restricted Subsidiaries;

(8)	[Reserved];

(9)	Leases, licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights) which do not materially interfere with the ordinary conduct of the business of the Company, the Affiliate Issuer or any of the Restricted Subsidiaries;

(10)	Liens arising out of judgments, decrees, orders or awards not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree, order or award have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(11)

Liens for the purpose of securing the payment of all or a part of the purchase price of, or Capitalized Lease Obligations, Purchase Money Obligations or other payments Incurred to finance the acquisition, improvement or construction of, assets or property acquired or constructed in the ordinary course of business provided that such Liens do not encumber any other assets or property of the Company, the Affiliate Issuer or the Restricted Subsidiaries other than such assets or property and assets affixed or appurtenant thereto.

(12)	Liens arising solely by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution; provided that such deposit

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(13)	Liens arising from United States Uniform Commercial Code financing statement filings (or similar filings in other applicable jurisdictions) regarding operating leases entered into by the Company, the Affiliate Issuer and the Restricted Subsidiaries in the ordinary course of business;

(14)	Liens existing on, or provided for under written arrangements existing on, the Issue Date;

(15)	Liens on property, other assets or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that any such Lien shall only be in respect of Indebtedness of any Restricted Subsidiary and may not extend to any other property owned by the Company, the Affiliate Issuer or any Restricted Subsidiary;

(16)

Liens on property at the time the Company, the Affiliate Issuer or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into any Restricted Subsidiary; provided, however, that such Liens shall only be in respect of Indebtedness of any Restricted Subsidiary and may not extend to any other property owned by the Company, the Affiliate Issuer or such Restricted Subsidiary;

(17)	Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company, the Affiliate Issuer or a Restricted Subsidiary;

(18)	Liens securing the Notes;

(19)

Liens securing Refinancing Indebtedness Incurred to refinance Indebtedness that was previously so secured, provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property that is the security for a Permitted Lien hereunder;

(20)	any interest or title of a lessor under any Capitalized Lease Obligation or operating lease;

(21)	Liens on Capital Stock or other securities of any Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary;

(22)	any encumbrance or restriction (including, but not limited to, put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(23)	Liens over rights under loan agreements relating to, or over notes or similar instruments evidencing, the on-loan of proceeds received by a Restricted Subsidiary from the issuance of Indebtedness Incurred by a Restricted Subsidiary, which Liens are created to secure payment of such Indebtedness; and

(24)	Liens Incurred with respect to obligations that do not exceed the greater of (i) €100.0 million and (ii) 2.0% of Total Assets at any time outstanding.

(B)	with respect to the Company and the Affiliate Issuer:

(1)	Liens securing the Notes;

(2)	Permitted Collateral Liens;

(3)	Liens securing guarantees of Indebtedness Incurred under Credit Facilities, to the extent the underlying Indebtedness was Incurred in compliance with the first paragraph or clause (1) under the second paragraph of the covenant described under “—Certain Covenants—Limitation on Indebtedness”;

(4)	Liens on property at the time the Company or the Affiliate Issuer acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or the Affiliate Issuer; provided, however, that such Liens are not created,

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(5)

Liens over (i) Capital Stock of any Restricted Subsidiary and (ii) rights under loan agreements, notes or similar instruments representing Indebtedness of any Restricted Subsidiary owing to and held by the Company, securing Indebtedness Incurred by a Restricted Subsidiary in compliance with (a) clause (1) of the first paragraph or clauses (1), (7), (15) and (16) under the second paragraph of the covenant described under “—Certain Covenants—Limitation on Indebtedness” and (b) any Refinancing Indebtedness in respect of Indebtedness referred to in clause (a); and

(6)	Liens of the type described in clauses (3), (4), (5), (6), (7), (9), (10), (11), (12), (17), (19), (20), (21) and (23) of clause (A) of this definition of “Permitted Liens”.

(1)

since the beginning of such period the Company, the Affiliate Issuer or any Restricted Subsidiary will have made any Asset Disposition or disposed of any company, any business, or any group of assets constituting an operating unit of a business (any such disposition, a “Sale”) or if the transaction giving rise to the need to calculate the Consolidated Net Leverage Ratio is such a Sale, Pro forma EBITDA for such period will be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets which are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period;

(2)

since the beginning of such period the Company, the Affiliate Issuer or any Restricted Subsidiary (by merger or otherwise) will have made an Investment in any Person that thereby becomes a Restricted Subsidiary, or otherwise acquires any company, any business, or any group of assets constituting an operating unit of a business (any such Investment or acquisition, a “Purchase”) including any such Purchase occurring in connection with a transaction causing a calculation to be made hereunder, Consolidated EBITDA for such period will be calculated after giving pro forma effect thereto as if such Purchase occurred on the first day of such period; and

(3)

since the beginning of such period any Person (that became a Restricted Subsidiary or was merged with or into the Company, the Affiliate Issuer or any Restricted Subsidiary since the beginning of such period) will have made any Sale or any Purchase that would have required an adjustment pursuant to clause (1) or (2) above if made by the Company, the Affiliate Issuer or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA for such period will be calculated after giving pro forma effect thereto as if such Sale or Purchase occurred on the first day of such period.

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(1)	where the net proceeds of such offering are intended to be received by or contributed or loaned to the Company, the Affiliate Issuer or a Restricted Subsidiary; or

(2)	in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received, contributed or loaned; or

(3)	otherwise on an interim basis prior to completion of such offering so long as any Parent shall cause the amount of such expenses to be repaid to the Company, the Affiliate Issuer or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed, in each case, to the extent such expenses are not paid by another Subsidiary of such Parent.

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(1)	no portion of the Indebtedness or any other obligations (contingent or otherwise) of which:

(a)	is guaranteed by the Company, the Affiliate Issuer or any Restricted Subsidiary (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings);

(b)	is recourse to or obligates the Company, the Affiliate Issuer or any Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings; or

(c)	subjects any property or asset of the Company, the Affiliate Issuer or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

(2)

with which neither the Company, the Affiliate Issuer nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding (except in connection with a Purchase Money Note or Qualified Receivables Transaction) other than on terms no less favorable to the Company, the Affiliate Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company or the Affiliate Issuer, other than fees payable in the ordinary course of business in connection with servicing Receivables; and

(3)	to which neither the Company, the Affiliate Issuer nor any Restricted Subsidiary has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

(1)

if the Indebtedness being refinanced constitutes Subordinated Obligations, (a) if the Stated Maturity of the Indebtedness being refinanced is earlier than the Stated Maturity of the Notes, the Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being refinanced or (b) if the Stated Maturity of the Indebtedness being refinanced is later than the Stated Maturity of the Notes, the Refinancing Indebtedness has a Stated Maturity later than the Stated Maturity of the Notes;

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(2)

such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced plus an amount to pay any interest, fees and expenses, premiums and defeasance costs, Incurred in connection therewith; and

(3)	in the case of the refinancing of any Subordinated Obligation, such Refinancing Indebtedness is subordinated in right of payment to the Notes on terms at least as favorable to the holders of the Notes as those contained in the documentation governing the Subordinated Obligation being extended, refinanced, renewed, replaced, defeased or refunded.

(1)	any controlling equity holder or majority (or more) owned Subsidiary of such Permitted Holder; or

(2)	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

(3)	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.

(1)

any taxes, including but not limited to sales, use, transfer, rental, ad valorem, value added, stamp, property, consumption, franchise, license, capital, registration, business, customs, net worth, gross receipts, excise, occupancy, intangibles or similar taxes (other than (x) taxes measured by income and (y) withholding imposed on payments made by any Parent), required to be paid by any Parent by virtue of its:

(a)	being organized or incorporated or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other than the Company, the Affiliate Issuer or any of the Company’s or Affiliate Issuer’s Subsidiaries), or

(b)	being a holding company parent of the Company, the Affiliate Issuer or any of the Company’s or Affiliate Issuer’s Subsidiaries, or

(c)	receiving dividends from or other distributions in respect of the Capital Stock of the Company or the Affiliate Issuer, or any of the Company’s or Affiliate Issuer’s Subsidiaries, or

(d)	having guaranteed any obligations of the Company, the Affiliate Issuer or any Subsidiary of the Company or Affiliate Issuer, or

(e)	having made any payment in respect to any of the items for which the Company or Affiliate Issuer is permitted to make payments to any Parent pursuant to “—Certain Covenants—Limitation on Restricted Payments”,

(2)

any taxes measured by income for which any Parent is liable up to an amount not to exceed with respect to such taxes the amount of any such taxes that the Company, the Affiliate Issuer and their Subsidiaries would have been required to pay on a separate company basis or on a consolidated basis if the Company, the Affiliate Issuer and their Subsidiaries had paid tax on a consolidated, combined, group, affiliated or unitary basis on behalf of an affiliated group

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(1)	any Indebtedness Incurred in violation of the Indenture;

(2)	any obligation of the Company or the Affiliate Issuer to any Restricted Subsidiary;

(3)	any liability for taxes owed or owing by the Company, the Affiliate Issuer or any Restricted Subsidiary;

(4)	any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities);

(5)	any Indebtedness, guarantee or obligation of the Company or the Affiliate Issuer that is expressly subordinate or junior in right of payment to any other Indebtedness, guarantee or obligation of the Company or the Affiliate Issuer, including, without limitation, any Subordinated Obligation; or

(6)	any Capital Stock.

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(1)

does not mature or require any amortization, redemption or other repayment of principal or any sinking fund payment prior to the first anniversary of the Stated Maturity of the Notes (other than through conversion or exchange of such Indebtedness into Capital Stock (other than Disqualified Stock) of the Company or the Affiliate Issuer, as applicable, or any Indebtedness meeting the requirements of this definition);

(2)	does not require, prior to the first anniversary of the Stated Maturity of the Notes, payment of cash interest, cash withholding amounts or other cash gross-ups, or any similar cash amounts;

(3)	contains no change of control or similar provisions that are effective, and does not accelerate and has no right to declare a default or event of default or take any enforcement action or otherwise require any cash payment prior to the first anniversary of the Stated Maturity or the Notes;

(4)	does not provide for or require any Lien or encumbrance over any asset of the Company, the Affiliate Issuer or any of the Restricted Subsidiaries;

(5)

is subordinated in right of payment to the prior payment in full of the Notes or the Note Guarantee by the Affiliate Issuer, as applicable, in the event of (a) a total or partial liquidation, dissolution or winding up of the Company or the Affiliate Issuer, as applicable, (b) a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property or the Affiliate Issuer or its property, as applicable, (c) an assignment for the benefit of creditors or (d) any marshalling of the Company’s or the Affiliate Issuer’s, as applicable, assets and liabilities;

(6)

under which the Company or the Affiliate Issuer, as applicable, may not make any payment or distribution of any kind or character with respect to any obligations on, or relating to, such Subordinated Shareholder Loans if (x) a payment Default on the Notes occurs and is continuing or (y) any other Default under the Indenture occurs and is continuing on the Notes that permits the holders of the Notes to accelerate their maturity and the Company receives notice of such Default from the requisite holders of the Notes, until in each case the earliest of (a) the date on which such Default is cured or waived or (b) 180 days from the date such Default occurs (and only once such notice may be given during any 360 day period); and

(7)

under which, if the holder of such Subordinated Shareholder Loans receives a payment or distribution with respect to such Subordinated Shareholder Loan (a) other than in accordance with the Indenture or as a result of a mandatory requirement of applicable law or (b) under circumstances described under clauses (5)(a) through (d) above, such holder will forthwith pay all such amounts to the Trustee to be held in trust for application in accordance with the Indenture.

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(1)	any Subsidiary of the Company or the Affiliate Issuer that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Company in the manner provided below; and

(2)	any Subsidiary of an Unrestricted Subsidiary.

(1)	such Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of or have any Investment in, or own or hold any Lien on any property of, any other Subsidiary of the Company or the Affiliate Issuer which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary;

(2)	such designation and the Investment of the Company or the Affiliate Issuer in such Subsidiary complies with “—Certain Covenants—Limitation on Restricted Payments”; and

(3)

on the date such Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not a party to any agreement, contract, arrangement or understanding with the Company, the Affiliate Issuer or any Restricted Subsidiary with terms substantially and materially less favorable to the Company, the Affiliate Issuer or such Restricted Subsidiary than those that might have been obtained from Persons who are not Affiliates of the Company or the Affiliate Issuer, except for any such agreement, contract, arrangement or understanding that would be permitted under “—Certain Covenants—Limitation on Affiliate Transactions”.

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Name:	Bryan H. Hall

Title:	Executive Vice President, Secretary and General Counsel

☐	I hereby elect to defer the following percentages of my Annual Fees (not to exceed 85%):

*	You may elect to receive your Annual Fees in the form of equity. You are not required to designate the form of your Annual Fees until the time of payment. However, if you wish to act now, you may check the applicable box above to elect payment of your Annual Fees in the form of equity.

☐	Specified Date: I hereby elect a distribution on the specified day, month and year of _________________, 20____.

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☐	Separation from Service: I hereby elect a distribution as soon as practicable in the January following my Separation from Service.

☐	Specified Number of Years After Separation from Service: I hereby elect a distribution as soon as practicable in the January following _______ years after my Separation from Service.

☐	First to Occur: I hereby elect a distribution that is the first to occur of the following (complete both A and B below):

A.	Specified Date: _________________, 20____.

B.	Separation from Service: (complete one of the following):

☐	As soon as practicable in the January following my Separation from Service.

☐	As soon as practicable in the January following _______ years after my Separation from Service.

☐	A series of ________ (specify ten or fewer) substantially equal annual installments.

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1.	I have reviewed this annual report on Form 10-K of Liberty Global plc;

2.	Based on my knowledge, this annual 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 annual report;

3.	Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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 annual 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 annual report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this annual report based on such evaluation; and

d)	Disclosed in this annual 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.

1.	I have reviewed this annual report on Form 10-K of Liberty Global plc;

2.	Based on my knowledge, this annual 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 annual report;

3.	Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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 annual 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 annual report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this annual report based on such evaluation; and

d)	Disclosed in this annual 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.

1.	I have reviewed this annual report on Form 10-K of Liberty Global plc;

2.	Based on my knowledge, this annual 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 annual report;

3.	Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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 annual 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 annual report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this annual report based on such evaluation; and

d)	Disclosed in this annual 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.