Exhibit 4.40


 


EXECUTION
VERSION


 


DATED
17 JULY 2020


 


 


LIBERTY
GLOBAL B.V.


 


and


 


VODAFONE
CZECH REPUBLIC A.S.


 


and


 


VODAFONE
WEST GMBH


 


and


 


VODAFONE
MAGYARORSZAG ZRT.


 


and


 


VODAFONE
ROMANIA S.A.


 


 





 



 


FIRST
AMENDMENT AGREEMENT


 


to
the


 


TRANSITIONAL
SERVICES 

AGREEMENT DATED 31 JULY 2019


 





 



 




    	 	 	 



     


    

 


This
First Amendment Agreement (“this Amendment”) is made
on 17 July 2020 between:


 


		1.	LIBERTY
                                            GLOBAL B.V., 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)
                                            (the “Service Provider”);



 


		2.	VODAFONE
                                            CZECH REPUBLIC A.S (the universal successor of UPC Ceska Republika s.r.o.), whose registered
                                            office is at náměstí Junkových 2808/2, Stodůlky 155 00
                                            Praha 5, Czech Republic (registered in the Czech Republic with No. 25788001) (the
                                            “CZ Service Recipient”);



 


		3.	VODAFONE
                                            WEST GMBH (formally known as Unitymedia GmbH), whose registered office is at Aachener
                                            Staße 746-750, 50933 Cologne, Germany (registered with the local court of Cologne with
                                            No. HRB 68501) (the “DE Service Recipient”);



 


		4.	VODAFONE
                                            MAGYARORSZAG ZRT. (the universal successor of UPC Magyarorszag Kft.), whose registered
                                            office is at 1096 Budapest, Lechner Ödön fasor 6, Hungary (registered
                                            in Hungary with No. 01 10 044159) (the “HU Service Recipient”); and



 


		5.	VODAFONE
                                            ROMANIA S.A. (the universal successor of UPC Romania S.A.), whose registered office is
                                            at 201 Barbu Vacarescu, 8th Floor, 2nd District, Bucharest, Romania (registered in Bucharest,
                                            Romania with No. J40/9852/19960 (the “RO Service Recipient”).



 


together
the “parties” and individually a “party”.


 


RECITALS:


 


		(A)	Pursuant
                                            to an agreement dated 31 July 2019 between Liberty
                                            Global B.V., UPC Ceska Republica s.r.o., Unitymedia GmbH, UPC Magyarorszag Kft., UPC Romania
                                            S.A., Liberty Global Plc and Vodafone Group Plc (the “TSA”) it was agreed
                                            that: (i) the Service Provider should provide, or procure the provision of, certain
                                            services to the Service Recipient Group and (ii) the parties should co-operate to achieve
                                            Migration and Integration in accordance with the terms of the TSA.



 


		(B)	It
                                            is agreed that the parties now wish to use this Amendment to make certain changes to the
                                            TSA given that the:



 


		(i)	legal
                                            mergers the CZ Service Recipient, HU Service Recipient and HU Service Receipt have now taken
                                            place;



 


		(ii)	DE
                                            Service Recipient has been renamed;



 


		(iii)	parties
                                            have agreed that the DE Service Recipient will no longer receive the “Pega Digitisation
                                            Service” in Development Mode and no further development or roll out of the Pega platform
                                            will occur as of Effective Date; and



 


		(iv)	Phase
                                            2 Baseline Exercise has been completed.



 






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THE
PARTIES AGREE as follows:


 


		1.	Definitions
                                            and Interpretation



 


		1.1	In
                                            this Amendment, unless otherwise specified or the context otherwise requires:



 


		(A)	Terms
                                            defined in the TSA shall have corresponding meanings when used in this Amendment.



 


		(B)	The
                                            principles of interpretation set out in clause 1.2 (Interpretation) of the TSA shall apply
                                            to this Amendment.



 


		(C)	Reference
                                            to “this Amendment” shall include its Annexes.



 


		(D)	Reference
                                            to an Annex means an annex to this Amendment.



 


		1.2	In
                                            this Amendment:



 


“Amendment
Effective Date” means 31 July 2019; and


 


“TSA”
has the meaning given to it in Recital (A).


 


		1.3	If
                                            there is any conflict between the terms of this Amendment and the terms of the TSA, the terms
                                            of this Amendment shall prevail.



 


		2.	Amendment
                                            and Restatement



 


		2.1	The
                                            following amendment and restatement shall be deemed to take effect from the Amendment Effective
                                            Date.



 


		2.2	In
                                            relation to legal merger and entity name change of the Service Recipients, the parties acknowledge
                                            and agree that:



 


		(A)	the
                                            obligations and rights of UPC Ceska Republika s.r.o have now been assumed by the CZ Service
                                            Recipient by way of universal succession effective from 1 April 2020 whereby UPC Ceska
                                            Republika s.r.o. merged with the CZ Service Recipient;



 


		(B)	Unitymedia
                                            GmbH has been renamed ‘Vodafone West GmbH’;



 


		(C)	the
                                            obligations and rights of UPC Magyarorszag Kft. have now been assumed by the HU Service Recipient
                                            by way of universal succession effective from 31 March 2020 whereby UPC Magyarorszag
                                            Kft. merged with the HU Service Recipient; and



 


		(D)	the
                                            obligations and rights of UPC Romania S.A. have now been assumed by the RO Service Recipient
                                            by way of universal succession effective from 31 March 2020 whereby UPC Romania S.A.
                                            merged with the RO Service Recipient.



 


		2.3	In
                                            relation to the Pega Digitisation Service:



 


		(A)	Schedule
                                            1 Part G (German IT Services) of the TSA shall be amended and restated in the form set
                                            out in Annex 1; and



 


		(i)	Schedule
                                            3 (DE Charges) of the TSA shall be amended and restated in the form set out in Annex 2



 


with
the insertions shown in underlined text and deletions shown in strike through text.


 








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		2.4	In
                                            relation to the Baseline Exercise:



 


		(A)	Schedule
                                            12 (Service Levels and Credits) of the TSA shall be amended and restated as set out in Annex
                                            3; and



 


		(B)	Annex
                                            5 to Schedule 12 (Service Levels Description Documents) of the TSA shall be amended and restated
                                            in the form set out in Annex 4



 


with
the insertions shown in underlined text and deletions shown in strike through text.


 


		2.5	As
                                            a consequence of the amendments set out in paragraph 2.2 and paragraph 2.3 above, the parties
                                            agree that the Phase 2 Baseline Exercise has now been completed.



 


		3.	Counterparts



 


		3.1	This
                                            Amendment may be executed in any number of counterparts, and by separate counterparts, but
                                            shall not be effective until each party has executed at least one counterpart. Each counterpart
                                            shall constitute an original of this Amendment, but all the counterparts shall together constitute
                                            but one and the same instrument. Delivery of a counterpart of this Agreement by e-mail attachment
                                            shall be an effective mode of delivery.



 


		4.	Confirmation
                                            and Incorporation of Terms



 


		4.1	The
                                            parties further agree and declare that the terms of the TSA, except as varied by this Amendment,
                                            are confirmed as if the same were set out in this Amendment in full, and that such terms
                                            as so varied shall for all purposes be deemed incorporated in this Amendment.



 


		4.2	The
                                            provisions of clause 44 (choice of governing law) of the TSA shall apply mutatis mutandis
                                            to this Amendment (including that any reference to “this Agreement” in the incorporated
                                            terms shall be deemed as a reference to this Amendment).



 




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SIGNATURE


 


This First
Amendment Agreement is signed by duly authorised representatives of the parties on the date first written above:


 


LIBERTY
GLOBAL B.V.


 


	Signed by	)	SIGNATURE:
	 	 	 
	as duly authorised Attorney-in-Fact of	)	/s/ Ron Huisman /s/ Cherilyn Laban
	 	 	 
	Liberty Global B.V.	)	NAME: 	 Ron Huisman & Cherilyn
	 	 	Laban, Directors








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	VODAFONE WEST GMBH	 
	 	 	 
	Signature: 	/s/ Gregor Laue	 
	 	 	 
	Name: 	Gregor Laue	 
	 	 	 
	Title:	Head of Supply Chain Management	 
	 	Department Commercial & Services	 
	 	Vodafone GmbH	 
	 	Germany	 


 


	Signature: 	/s/ Lena Bettermann	 
	 	 	 
	Name: 	Lena Bettermann	 
	 	 	 
	Title:	Director Procurement	 



 







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	VODAFONE
CZECH REPUBLIC A.S	 
	 	 	 
	Signature: 	/s/ Milan Kniže	 
	 	 	 
	Name: 	Milan Kniže	 
	 	 	 
	Title:	Member of Board of Directors	 


 


	Signature: 	/s/ Jan Klouda	 
	 	 	 
	Name: 	Jan Klouda	 
	 	 	 
	Title:	Member of Board of Directors	 


 




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	VODAFONE
MAGYARORSZAG ZRT	 
	 	 	 
	Signature: 	/s/ Ahmed Eisayed	 
	 	 	 
	Name: 	Ahmed Eisayed	 
	 	 	 
	Title:	Technology Director	 


 






     


     


    

 





	VODAFONE
ROMANIA S.A.	 
	 	 	 
	Signature: 	/s/ Murielle Mane Christine Puglionisi ép. Lorilloux	 
	 	 	 
	Name: 	Murielle Mane Christine Puglionisi ép. Lorilloux	 
	 	 	 
	Title:	Chief Executive Officer	 


 





	Signature: 	/s/ Marius Tarcolea Corcoman	 
	 	 	 
	Name: 	Marius Tarcolea Corcoman	 
	 	 	 
	Title:	Chief Financial Officer	 


  






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