Exhibit
4.42 


 


CONFIDENTIAL


 


Novation
Agreement


 


between


 


Liberty
Global B.V.


as
the “Original Party”


 


and


 


Liberty
Global Technology Services B.V.


as
the “New Party”


 


and


 


the
entities listed in Schedule 1


as
the “Continuing Vodafone Parties”


 


and


 


Liberty
Global plc


as
the “LG Guarantor”


 


and


 


Vodafone
Group PLC


as
the “VF Guarantor”


 


relating
to the transfer of the rights and


obligations
under the


Transitional
Services Agreement


 





 


Liberty
Global Technology Services B.V.


Boeing
Avenue 53, 1119 PE Schiphol-Rijk, The Netherlands


 






     


     


    

 


CONTENTS


 


		1.	Novation/Transfer of the Principal Agreement	1



 


		2.	Extension of Guarantees	2



 


		3.	Notices	3



 


		4.	Bank account	3



 


		5.	Precedence	3



 


		6.	Representations and warranties	3



 


		7.	Entire agreement	3



 


		8.	Rights etc. cumulative and other matters	4



 


		9.	Further assurance	4



 


		10.	Costs	4



 


		11.	Invalidity	4



 


		12.	Counterparts	4



 


		13.	Choice of governing law and dispute resolution	4



 


		14.	Electronic Signature	5



 


		schedule 1
:	Continuing Vodafone Parties	 



 






     


     


    

 


	

    THIS
    AGREEMENT is dated the 13 day of
    April 2021 (the “Agreement”)



 


BETWEEN:


 


	(1) 	
    Liberty
Global B.V. (the “Original Party”), whose registered office is at Boeing Avenue 53, 1119 PE Schiphol Rijk,
The Netherlands (registered in The Netherlands at the Commercial Registry with registration No. 34168993); 

	 	 
	(2)	
    Liberty
Global Technology Services B.V. (the “New Party”), whose registered office is at Boeing Avenue 53, 1119 PE
Schiphol Rijk, The Netherlands (registered in The Netherlands at the Commercial Registry with registration No. 80203582); 

	 	 
	(3)	
    The
entities listed in Schedule 1 to this Agreement (the “Continuing Vodafone Parties”); 

	 	 
	(4)	
     Liberty
Global plc (the “LG Guarantor”), whose registered office is at Griffin House, 161 Hammersmith Road, London
W6 8BS (registered in England & Wales with No. 08379990); and 

	 	 
	(5)	Vodafone Group PLC (the “VF Guarantor”), whose registered office is at Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN (registered in England and Wales with No. 01833679) (with the VF Guarantor, together with the Continuing Vodafone Parties and the LG Guarantor, being the “Continuing Parties” and each being a “Continuing Party”),



 


together
the “Parties” and each a “Party”.


 


Background:


 


		(A)	The
                                            Original Party and the Continuing Parties entered into a Transitional Services Agreement
                                            dated 31 July 2019 (the “Principal Agreement”).



 


		(B)	The
                                            Principal Agreement was varied: (i) pursuant to the First Amendment Agreement dated
                                            on or around 17 July 2020 between the Original Party and the Continuing Vodafone Parties;
                                            and (ii) pursuant to the Second Amendment Agreement dated on or around 6 January 2021
                                            between the Original Party and the Continuing Vodafone Parties.



 


		(C)	With
                                            effect from 11:59pm (CET) on 28 February 2021 (the “Effective Date”)
                                            the Original Party wishes to be released and discharged from the Principal Agreement and
                                            each Continuing Party wishes to release and discharge the Original Party from the Principal
                                            Agreement on the basis of the New Party’s and each Continuing Party’s wish to
                                            perform, discharge and observe the terms of the Principal Agreement as if the New Party were
                                            named in it in place of the Original Party.



 


		(D)	In
                                            consideration of the mutual covenants herein contained, and for the good and valuable consideration
                                            received, the Parties hereby agree as follows:



 


		1.	Novation/Transfer
                                            of the Principal Agreement



 


		1.1	The
                                            New Party:



 


		(A)	undertakes
                                            to perform, discharge and observe all obligations and liabilities on the part of the Original
                                            Party under the Principal Agreement which would, but for this Agreement, fall to be performed,
                                            discharged or observed on and after the Effective Date;



 






    1


     


    

 


		(B)	agrees
                                            to be bound by all of the provisions of the Principal Agreement by which the Original Party
                                            would, but for this Agreement, be bound on and after the Effective Date; and



 


		(C)	agrees
                                            that each of the Continuing Parties shall be entitled to all rights, powers, interests and
                                            benefits under the Principal Agreement which would, but for this Agreement, subsist in favour
                                            of or be exercisable by the relevant Continuing Party on and after the Effective Date,



 


as
if the New Party was named in the Principal Agreement in place of the Original Party.


 


		1.2	Each
                                            of the Continuing Parties (each in respect of itself only) unconditionally releases and discharges
                                            the Original Party from all obligations and liabilities whatsoever under the Principal Agreement
                                            which fall to be performed, discharged or observed on or after the Effective Date, and accepts
                                            the liability of the New Party in respect of the Principal Agreement in place of the Original
                                            Party with effect from the Effective Date.



 


		1.3	Each
                                            of the Continuing Parties (each in respect of itself only):



 


		(A)	undertakes
                                            to perform, discharge and observe all obligations and liabilities on the part of the relevant
                                            Continuing Party under the Principal Agreement which would, but for this Agreement, fall
                                            to be performed, discharged or observed on and after the Effective Date;



 


		(B)	agrees
                                            to be bound by all of the provisions of the Principal Agreement by which the relevant Continuing
                                            Party would, but for this Agreement, be bound on and after the Effective Date; and



 


		(C)	agrees
                                            that the New Party shall be entitled to all rights, powers, interests and benefits under
                                            the Principal Agreement which would, but for this Agreement, subsist in favour of or be exercisable
                                            by the Original Party on and after the Effective Date,



 


as
if the New Party was named in the Principal Agreement in place of the Original Party.


 


		1.4	The
                                            Original Party unconditionally releases and discharges each of the Continuing Parties from
                                            all obligations and liabilities whatsoever under the Principal Agreement which fall to be
                                            performed, discharged or observed on or after the Effective Date.



 


		1.5	Notwithstanding
                                            clauses 1.1 to 1.4 (inclusive), nothing in this Agreement shall operate as a release or discharge
                                            of any right, obligation or liability on the part of the Original Party or any Continuing
                                            Party in relation to the Principal Agreement and arising out of matters prior to the Effective
                                            Date.



 


		2.	Extension
                                            of Guarantees



 


For
the avoidance of doubt:


 


		(A)	clauses
                                            1.1 to 1.4 apply (without limitation) to the guarantees given and received under clause 46
                                            of the Principal Agreement;



 


		(B)	on
                                            and from the Effective Date each reference in clause 46 of the Principal Agreement to the
                                            “Service Provider” shall be a reference to the New Party; and



 


		(C)	the
                                            guarantees given by the LG Guarantor in clause 46 of the Principal Agreement in respect of
                                            all obligations and liabilities of the Original Party under the Principal Agreement which
                                            fall to be performed, discharged or observed before the Effective Date shall remain valid
                                            and in full force and effect, notwithstanding clauses 1.1 to 1.4.



 






    2


     


    

 


		3.	Notices



 


For
the purposes of all provisions in the Principal Agreement (including clause 37.2) concerning the service of notices, the details of the
New Party are as follows:


 


	 	Entity
    and titles of individuals	Address	E-mail
    addresses
	 	 	 	 
	 	[***]	 	 


 


		4.	Bank
                                            account



 


On
and from the Effective Date, the details of the Service Provider’s Bank Account (as defined in the Principal Agreement) are as
follows:


 


	 	[***]


 


		5.	Precedence



 


If
any of the provisions of this Agreement are inconsistent with or in conflict with any of the provisions of the Principal Agreement then,
to the extent of any such inconsistency or conflict, the provisions of this Agreement shall prevail.


 


		6.	Representations
                                            and warranties



 


Each
Party represents and warrants that it has obtained all corporate authorisations and all other governmental, statutory and regulatory
consents, licenses, authorisations, waivers and exemptions required to empower it or they (as applicable) to enter into and perform its
or their (as applicable) obligations under this Agreement.


 


		7.	Entire
                                            agreement



 


		7.1	This
                                            Agreement (together with any documents referred to in it, including, without limitation,
                                            the Principal Agreement and the Share Purchase Documents (as such term is defined in the
                                            Principal Agreement)) constitutes the whole agreement between the Parties relating to its
                                            subject matter and supersedes and extinguishes any prior drafts, agreements, undertakings,
                                            representations, warranties and arrangements of any nature, whether in writing or oral, relating
                                            to such subject matter.



 


		7.2	Each
                                            Party acknowledges that it has not been induced to enter into this Agreement by any representation
                                            or warranty other than those contained in this Agreement or the Principal Agreement and,
                                            having negotiated and freely entered into this Agreement, agrees that it shall have no remedy
                                            under this Agreement in respect of any other such representation or warranty except in the
                                            case of fraud. Each Party acknowledges that its legal advisers have explained to it the effect
                                            of this clause 7.2 (Entire agreement).



 


		7.3	No
                                            variation of this Agreement shall be effective unless made in writing and signed by each
                                            of the Parties.



 






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		8.	Rights
                                            etc. cumulative and other matters



 


		8.1	Subject
                                            to the specific exclusions and limitations and express provisions to the contrary set out
                                            in this Agreement, the rights, powers, privileges and remedies provided in this Agreement
                                            are cumulative and are not exclusive of any rights, powers, privileges or remedies provided
                                            by law or otherwise.



 


		8.2	Except
                                            as expressly provided in this Agreement, no delay or omission by any Party in exercising
                                            any right, power or remedy provided by law or under this Agreement or any other documents
                                            referred to in it shall: (i) affect that right, power or remedy; or (ii) operate
                                            as a waiver of it.



 


		8.3	Except
                                            as expressly provided in this Agreement, the single or partial exercise of any right, power
                                            or remedy provided by law or under this Agreement shall not, unless otherwise expressly stated,
                                            preclude any other or further exercise of it or the exercise of any other right, power or
                                            remedy.



 


		9.	Further
                                            assurance



 


At
its own cost, each Party shall do anything that is required by law or that may be reasonably necessary or desirable to implement and
give effect to this Agreement.


 


		10.	Costs



 


Except
as otherwise stated in this Agreement, each Party shall pay its own costs and expenses in relation to the negotiation and any ancillary
matters and the preparation execution and carrying into effect of this Agreement (excluding any costs or expenses associated with the
performance of each Party’s obligations under this Agreement).


 


		11.	Invalidity



 


If
at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction,
that shall not affect or impair:


 


		(A)	the
                                            legality, validity or enforceability in that jurisdiction of any other provision of this
                                            Agreement; or



 


		(B)	the
                                            legality, validity or enforceability under the law of any other jurisdiction of that or any
                                            other provision of this Agreement,



 


and
the Parties shall use all reasonable efforts to replace it with a valid and enforceable substitute provision the effect of which is as
close to its intended effect as possible.


 


		12.	Counterparts



 


This
Agreement may be executed in any number of counterparts, and on separate counterparts, but shall not be effective until each Party has
executed at least one counterpart. Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together
constitute but one and the same instrument.


 


		13.	Choice
                                            of governing law and dispute resolution



 


		13.1	This
                                            Agreement is to be governed by and construed in accordance with English law without reference
                                            to or application of any conflict of laws rules, the application of which might result in
                                            the application of the laws of any other jurisdiction. Any matter, claim or dispute arising
                                            out of or in connection with this Agreement, whether contractual or non-contractual, is to
                                            be governed by and determined in accordance with English law.



 






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		13.2	All
                                            disputes, controversies or claims arising out of or in connection with this Agreement, including
                                            the breach, termination or invalidity thereof, shall be finally settled under the Rules of
                                            Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance
                                            with the said Rules. The place of arbitration shall be London and the language to be used
                                            in the arbitral proceedings shall be English.



 


		14.	Electronic
                                            Signature



 


The
Parties may sign this Agreement electronically. The Parties agree that the person using electronic signature is authorised to bind that
party and that their electronic signature is the legal equivalent of their manual signature on this Agreement and consent to be legally
bound by the terms and conditions of this Agreement. The Parties also agree that no certification authority or other third party verification
is necessary to validate their electronic signature and that the lack of such certification or third party verification will not in any
way affect the enforceability of their electronic signature or any resulting contract between them.  The Parties hereto acknowledge
and agree that in any legal proceedings between them respecting or in any way relating to this Agreement, each waives the right to raise
any defence based on its execution hereof by electronic means or the delivery of such executed counterparts by electronic delivery, as
applicable.


 






    5


     


    

 


IN
WITNESS WHEREOF the parties hereto have signed and executed this Agreement on the date first above mentioned.


 


SIGNED
for and on behalf of LIBERTY GLOBAL B.V.


 





	By Authorised Signatory: 	/s/ Karima Ghziol /s/ Cheril Laban	 


 





	Name:	Karima Ghziol, Cheril Laban	 
	 	 	 
	Date:	16-03-21, 16-03-21	 


 


SIGNED
for and on behalf of LIBERTY GLOBAL TECHNOLOGY SERVICES B.V.


 


	By Authorised Signatory:	 /s/ Karima Ghziol /s/ Cheril Laban	 


 





	Name:	Karima Ghziol, Cheril Laban	 
	 	 	 
	Date:	16-03-21, 16-03-21	 


 


SIGNED
for and on behalf of LIBERTY GLOBAL PLC


 


	By:	/s/ Bryan H. Hall	 
	 	 	 
	Name:	Bryan H. Hall	 
	 	 	 
	Title:	Executive Vice President	 
	 	 	 
	Date:	16 March 2021	 

 






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SIGNED
for and on behalf of VODAFONE CESKA REPUBLICA A.S.


 





	By:	/s/ Petr Dvořák /s/ Milan Kníže	 
	 	 	 
	Name:	Petr Dvořák, Milan Kníže	 
	 	 	 
	Title:	Chairman of the Board of Directors, Member of the Board of Directors	 
	 	 	 
	Date:	1.04.2021	 


 



 


SIGNED
for and on behalf of VODAFONE WEST GMBH


 





	By:	/s/ Stefan Rüter /s/ Carsten Hakke	 
	 	 	 
	Name:	Stefan Rüter, Carsten Hakke	 
	 	 	 
	Title:	Head of Wholesale and Post Merger Integration, Head of SCM Germany	 
	 	 	 
	Date:	22 March 2021	 


 


SIGNED
for and on behalf of VODAFONE Magyarorszag ZRT


 





	By:	/s/ Ahmed Alsayed	 
	 	 	 
	Name:	Ahmed Alsayed	 
	 	 	 
	Title:	Technology Director	 
	 	 	 
	Date:	 	 


 






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SIGNED
for and on behalf of VODAFONE ROMANIA S.A.


 





	By:	/s/ Catalin Buliga /s/ Murielle Lorilloux	 
	 	 	 
	Name:	Catalin Buliga, Murielle Lorilloux	 
	 	 	 
	Title:	Technology Director, Chief Executive Officer	 
	 	 	 
	Date:	13 April 2021, 13 April 2021	 


 


SIGNED
for and on behalf of VODAFONE GROUP PLC


 





	By:	/s/ Margherita Della Valle	 
	 	 	 
	Name:	Margherita Della Valle	 
	 	 	 
	Title:	CFO	 
	 	 	 
	Date:	6 April 2021	 


 






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