Exhibit 10.1


 


EXECUTION
VERSION


 


£1,250,000,000

Senior Facilities Agreement


 


 


Virgin
Media Inc.

as Ultimate Parent


Virgin
Media Finance PLC

as Parent


Virgin
Media Investment Holdings Limited


Virgin
Media Limited


Virgin
Media Wholesale Limited


VMIH
Sub Limited


Virgin
Media SFA Finance Limited

as Original Borrowers


The
Original Guarantors


 


 


Deutsche
Bank AG, London Branch


BNP
Paribas London Branch


as Global Coordinators and Physical Bookrunners


 


Deutsche
Bank AG, London Branch


BNP Paribas London Branch


Crédit Agricole Corporate and Investment Bank


GE
Corporate Finance Bank SAS


Goldman Sachs International


J.P. Morgan PLC


Lloyds TSB Corporate Markets


Merrill Lynch International


The Royal Bank of Scotland plc


UBS Limited

as Bookrunners and Mandated Lead
Arrangers


 


Deutsche
Bank AG, London Branch

as Facility Agent and Security Trustee


The
Lenders


and


Deutsche
Bank AG, London Branch

as Original L/C Bank


 


 


Dated 16 March 2010 as amended and restated
on 26 March 2010


 

















 


TABLE OF
CONTENTS


 


	
  1.

  	
  DEFINITIONS AND INTERPRETATION

  	
  2

  
	
   

  	
   

  	
   

  
	
  2.

  	
  THE FACILITIES

  	
  58

  
	
   

  	
   

  	
   

  
	
  3.

  	
  CONDITIONS

  	
  63

  
	
   

  	
   

  	
   

  
	
  4.

  	
  UTILISATION

  	
  64

  
	
   

  	
   

  	
   

  
	
  5.

  	
  DOCUMENTARY CREDITS

  	
  66

  
	
   

  	
   

  	
   

  
	
  6.

  	
  ANCILLARY FACILITIES

  	
  72

  
	
   

  	
   

  	
   

  
	
  7.

  	
  OPTIONAL CURRENCIES

  	
  77

  
	
   

  	
   

  	
   

  
	
  8.

  	
  REPAYMENT OF REVOLVING FACILITY OUTSTANDINGS

  	
  78

  
	
   

  	
   

  	
   

  
	
  9.

  	
  REPAYMENT OF TERM FACILITY OUTSTANDINGS

  	
  79

  
	
   

  	
   

  	
   

  
	
  10.

  	
  CANCELLATION

  	
  80

  
	
   

  	
   

  	
   

  
	
  11.

  	
  VOLUNTARY PREPAYMENT

  	
  82

  
	
   

  	
   

  	
   

  
	
  12.

  	
  MANDATORY PREPAYMENT AND CANCELLATION

  	
  84

  
	
   

  	
   

  	
   

  
	
  13.

  	
  INTEREST ON REVOLVING FACILITY ADVANCES

  	
  89

  
	
   

  	
   

  	
   

  
	
  14.

  	
  INTEREST ON TERM FACILITY ADVANCES

  	
  91

  
	
   

  	
   

  	
   

  
	
  15.

  	
  MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES

  	
  94

  
	
   

  	
   

  	
   

  
	
  16.

  	
  COMMISSIONS AND FEES

  	
  96

  
	
   

  	
   

  	
   

  
	
  17.

  	
  TAXES

  	
  97

  
	
   

  	
   

  	
   

  
	
  18.

  	
  INCREASED COSTS

  	
  102

  
	
   

  	
   

  	
   

  
	
  19.

  	
  ILLEGALITY

  	
  104

  
	
   

  	
   

  	
   

  
	
  20.

  	
  MITIGATION

  	
  104

  
	
   

  	
   

  	
   

  
	
  21.

  	
  REPRESENTATIONS AND WARRANTIES

  	
  105

  
	
   

  	
   

  	
   

  
	
  22.

  	
  FINANCIAL INFORMATION

  	
  113

  
	
   

  	
   

  	
   

  
	
  23.

  	
  FINANCIAL CONDITION

  	
  119

  
	
   

  	
   

  	
   

  
	
  24.

  	
  POSITIVE UNDERTAKINGS

  	
  128

  
	
   

  	
   

  	
   

  
	
  25.

  	
  NEGATIVE UNDERTAKINGS

  	
  138

  
	
   

  	
   

  	
   

  
	
  26.

  	
  ACCEDING GROUP COMPANIES

  	
  162

  
	
   

  	
   

  	
   

  
	
  27.

  	
  EVENTS OF DEFAULT

  	
  163

  



 


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  28.

  	
  DEFAULT INTEREST

  	
  168

  
	
   

  	
   

  	
   

  
	
  29.

  	
  GUARANTEE AND INDEMNITY

  	
  169

  
	
   

  	
   

  	
   

  
	
  30.

  	
  ROLE OF THE FACILITY AGENT, THE ARRANGERS, THE L/C BANKS AND OTHERS

  	
  172

  
	
   

  	
   

  	
   

  
	
  31.

  	
  BORROWERS’ INDEMNITIES

  	
  180

  
	
   

  	
   

  	
   

  
	
  32.

  	
  CURRENCY OF ACCOUNT

  	
  181

  
	
   

  	
   

  	
   

  
	
  33.

  	
  PAYMENTS

  	
  181

  
	
   

  	
   

  	
   

  
	
  34.

  	
  SET-OFF

  	
  184

  
	
   

  	
   

  	
   

  
	
  35.

  	
  SHARING AMONG THE RELEVANT FINANCE PARTIES

  	
  184

  
	
   

  	
   

  	
   

  
	
  36.

  	
  CALCULATIONS AND ACCOUNTS

  	
  186

  
	
   

  	
   

  	
   

  
	
  37.

  	
  ASSIGNMENTS AND TRANSFERS

  	
  187

  
	
   

  	
   

  	
   

  
	
  38.

  	
  DEBT PURCHASE TRANSACTIONS

  	
  194

  
	
   

  	
   

  	
   

  
	
  39.

  	
  COSTS AND EXPENSES

  	
  196

  
	
   

  	
   

  	
   

  
	
  40.

  	
  REMEDIES AND WAIVERS

  	
  197

  
	
   

  	
   

  	
   

  
	
  41.

  	
  NOTICES AND DELIVERY OF INFORMATION

  	
  197

  
	
   

  	
   

  	
   

  
	
  42.

  	
  ENGLISH LANGUAGE

  	
  200

  
	
   

  	
   

  	
   

  
	
  43.

  	
  PARTIAL INVALIDITY

  	
  200

  
	
   

  	
   

  	
   

  
	
  44.

  	
  AMENDMENTS

  	
  200

  
	
   

  	
   

  	
   

  
	
  45.

  	
  THIRD PARTY RIGHTS

  	
  204

  
	
   

  	
   

  	
   

  
	
  46.

  	
  COUNTERPARTS

  	
  204

  
	
   

  	
   

  	
   

  
	
  47.

  	
  GOVERNING LAW

  	
  204

  
	
   

  	
   

  	
   

  
	
  48.

  	
  JURISDICTION

  	
  205

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1

  	
  206

  
	
   

  	
   

  	
   

  
	
   

  	
  PART 1 - LENDERS AND COMMITMENTS

  	
  206

  
	
   

  	
   

  	
   

  
	
   

  	
  PART 2 - LENDERS TAX STATUS

  	
  207

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2

  	
  208

  
	
   

  	
   

  	
   

  
	
   

  	
  PART 1 - THE ORIGINAL GUARANTORS

  	
  208

  
	
   

  	
   

  	
   

  
	
   

  	
  PART 2 - THE RESTRICTED GUARANTORS

  	
  219

  
	
   

  	
   

  	
   

  
	
   

  	
  PART 3 - MEMBERS OF THE BANK GROUP

  	
  222

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 3

  	
  236

  



 


ii

















 


	
   

  	
  PART 1 - CONDITIONS PRECEDENT TO FIRST UTILISATION

  	
  236

  
	
   

  	
   

  	
   

  
	
   

  	
  PART 2 - CONDITIONS SUBSEQUENT DOCUMENTS

  	
  240

  
	
   

  	
   

  	
   

  
	
   

  	
  PART 3 - FORM OF OFFICER’S CERTIFICATE

  	
  241

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 4

  	
  243

  
	
   

  	
   

  	
   

  
	
   

  	
  PART 1 - FORM OF UTILISATION REQUEST (ADVANCES)

  	
  243

  
	
   

  	
   

  	
   

  
	
   

  	
  PART 2 - FORM OF UTILISATION REQUEST (DOCUMENTARY CREDITS)

  	
  245

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 5

  	
  247

  
	
   

  	
   

  	
   

  
	
   

  	
  PART 1 - FORM OF DEED OF TRANSFER AND ACCESSION

  	
  247

  
	
   

  	
   

  	
   

  
	
   

  	
  PART 2 - FORM OF B FACILITY ACCESSION DEED

  	
  252

  
	
   

  	
   

  	
   

  
	
   

  	
  PART 3 - FORM OF ACCESSION NOTICE

  	
  257

  
	
   

  	
   

  	
   

  
	
   

  	
  PART 4 - ACCESSION DOCUMENTS

  	
  261

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 6

  	
  263

  
	
   

  	
   

  	
   

  
	
   

  	
  PART 1 — FORM OF ADDITIONAL FACILITY ACCESSION DEED

  	
  263

  
	
   

  	
   

  	
   

  
	
   

  	
  PART 2 - CONDITIONS PRECEDENT TO ADDITIONAL FACILITY UTILISATION

  	
  268

  
	
   

  	
   

  	
   

  
	
   

  	
  PART 3 - FORM OF ADDITIONAL FACILITY OFFICER’S CERTIFICATE

  	
  269

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 7 MANDATORY COST FORMULA

  	
  270

  
	
   

  	
   

  
	
  SCHEDULE 8 FORM OF COMPLIANCE CERTIFICATE

  	
  273

  
	
   

  	
   

  
	
  SCHEDULE 9 ORIGINAL SECURITY DOCUMENTS

  	
  275

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 10

  	
  279

  
	
   

  	
   

  	
   

  
	
   

  	
  PART 1 - EXISTING ENCUMBRANCES

  	
  279

  
	
   

  	
   

  	
   

  
	
   

  	
  PART 2 - EXISTING LOANS

  	
  287

  
	
   

  	
   

  	
   

  
	
   

  	
  PART 3 - EXISTING FINANCIAL INDEBTEDNESS

  	
  289

  
	
   

  	
   

  	
   

  
	
   

  	
  PART 4 - EXISTING PERFORMANCE BONDS

  	
  291

  
	
   

  	
   

  	
   

  
	
   

  	
  PART 5 - EXISTING UKTV GROUP LOAN STOCK

  	
  293

  
	
   

  	
   

  	
   

  
	
   

  	
  PART 6 - EXISTING HEDGE COUNTERPARTIES

  	
  294

  
	
   

  	
   

  	
   

  
	
   

  	
  PART 7 - EXISTING VENDOR FINANCING ARRANGEMENTS

  	
  295

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 11 FORM OF L/C BANK ACCESSION CERTIFICATE

  	
  296

  
	
   

  	
   

  
	
  SCHEDULE 12 FORM OF DOCUMENTARY CREDIT

  	
  298

  
	
   

  	
   

  
	
  SCHEDULE 13 FORM OF INCREASE CONFIRMATION

  	
  301

  



 


iii

















 


	
  SCHEDULE 14 FORM OF NOTIFIABLE DEBT PURCHASE TRANSACTION NOTICE

  	
  304

  
	
   

  	
   

  
	
  SCHEDULE 15 FORM OF RESIGNATION LETTER

  	
  305

  
	
   

  	
   

  
	
  SCHEDULE 16 PRO FORMA BANK GROUP FINANCIAL STATEMENTS

  	
  306

  
	
   

  	
   

  
	
  SCHEDULE 17 PRO FORMA BUDGET
  INFORMATION

  	
  309

  



 


iv
















 


THIS
AGREEMENT is dated 16 March 2010 as amended and restated
on 26 March 2010.


 


BETWEEN:


 


(1)                                      VIRGIN MEDIA INC., a company incorporated in
the State of Delaware, United States of America, whose principal executive
offices are located at 909 Third Avenue, Suite 2863, New York, NY 10022,
United States of America (the “Ultimate Parent”);


 


(2)                                      VIRGIN MEDIA FINANCE PLC, a company
incorporated in England and Wales with registered number 5061787 and having its
registered office at 160 Great Portland Street, London W1W 5QA (the “Parent”);


 


(3)                                      VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED, a company
incorporated in England and Wales with registered number 3173552 and having its
registered office at 160 Great Portland Street, London W1W 5QA (“VMIH”);


 


(4)                                      VIRGIN MEDIA LIMITED, a company incorporated in
England and Wales with registered number 2591237 and having its registered
office at 160 Great Portland Street, London W1W 5QA;


 


(5)                                      VIRGIN MEDIA WHOLESALE LIMITED (formerly Telewest
Communications Group Limited), a company incorporated in England and Wales with
registered number 2514287 and having its registered office at 160 Great
Portland Street, London W1W 5QA (“VM Wholesale”);


 


(6)                                      VMIH SUB LIMITED, a company incorporated in
England and Wales with registered number 5316140 and having its registered
office at 160 Great Portland Street, London W1W 5QA (“VMIH Sub”);


 


(7)                                      VIRGIN MEDIA SFA FINANCE LIMITED, a company
incorporated in England and Wales with registered number 7176280 and having its
registered office at 160 Great Portland Street, London W1W 5QA (“UK Newco”);


 


(8)                                      THE ORIGINAL GUARANTORS (as defined below);


 


(9)                                      DEUTSCHE BANK AG, LONDON BRANCH and BNP PARIBAS LONDON BRANCH (each a “Physical
Bookrunner” and together, the “Physical Bookrunners”);


 


(10)                                DEUTSCHE BANK AG, LONDON BRANCH and BNP PARIBAS LONDON BRANCH (each a “Global
Coordinator” and together, the “Global Coordinators”);


 


(11)                                DEUTSCHE BANK AG, LONDON BRANCH BNP PARIBAS LONDON BRANCH, CRÉDIT
AGRICOLE CORPORATE AND INVESTMENT BANK, GE CORPORATE FINANCE BANK SAS, GOLDMAN
SACHS INTERNATIONAL, J.P. MORGAN PLC,
LLOYDS TSB CORPORATE MARKETS, MERRILL LYNCH INTERNATIONAL, THE ROYAL
BANK OF SCOTLAND PLC and UBS LIMITED
(each a “Bookrunner” and together, the “Bookrunners”);


 


(12)                                DEUTSCHE BANK AG, LONDON BRANCH BNP PARIBAS LONDON BRANCH, CRÉDIT
AGRICOLE CORPORATE AND INVESTMENT BANK, GE CORPORATE FINANCE BANK SAS, GOLDMAN
SACHS INTERNATIONAL, J.P. MORGAN PLC,
LLOYDS TSB CORPORATE MARKETS, MERRILL LYNCH INTERNATIONAL, THE ROYAL
BANK OF SCOTLAND PLC and UBS LIMITED
(each a “Mandated Lead Arranger” and together,
the “Mandated Lead Arrangers”);


 


1

















 


(13)                                DEUTSCHE BANK AG, LONDON BRANCH (as agent for and
on behalf of the Relevant Finance Parties, the “Facility
Agent”);


 


(14)                                DEUTSCHE BANK AG, LONDON BRANCH (as security
trustee for and on behalf of the Relevant Finance Parties, the “Security Trustee”);


 


(15)                                THE LENDERS (as defined below); and


 


(16)                                DEUTSCHE BANK AG, LONDON BRANCH as L/C Bank (the “Original L/C Bank”).


 


1.                                           DEFINITIONS AND
INTERPRETATION


 


1.1                                     Definitions


 


In this Agreement the following terms have the meanings set out below.


 


“2014 High Yield Notes” means the Sterling denominated 9.75%
senior notes due 2014, the dollar denominated 8.75% senior notes due 2014 and
the euro denominated 8.75% senior notes due 2014, in each case, issued by the
Parent.


 


“2016 High Yield Notes” means the 9.125% sterling denominated
senior notes due 2016, the 9.50% dollar denominated senior notes due 2016 and
the 9.50% euro denominated senior notes due 2016, in each case, issued by the
Parent.


 


“80% Security Test” means, subject to Clause 24.12 (Further Assurance), the requirement that, save as otherwise
provided in Clause 24.12 (Further Assurance),
members of the Bank Group generating not less than 80% of Consolidated
Operating Cashflow (excluding for the purposes of this calculation, any
Consolidated Net Income attributable to any Joint Venture) have acceded as
Guarantors to this Agreement and, in each case, granted Security pursuant to the
Security Documents over all or substantially all of its assets, as tested by
reference to each set of annual financial information relating to the Bank
Group delivered to the Facility Agent pursuant to Clause 22.1 (Financial Statements).


 


“A Facility” means the term loan facility granted to the
Original Borrowers pursuant to Clause 2.1(a) (The
Facilities).


 


“A Facility Fee Letter” means the letter dated on or about
the Original Execution Date from the Original Lenders to the Company in
relation to the fees payable for providing the A Facility.


 


“A Facility Margin” means, in relation to A Facility
Advances, and subject to Clause 14.6 (Margin Ratchet for A
Facility Advances), 3.50% per annum.


 


“A Facility Outstandings” means, at any time, the aggregate
principal amount of the A Facility Advances outstanding under this Agreement.


 


“A Facility Repayment Instalment” shall have the meaning
given to such term in Clause 9.1 (Repayment of A Facility
Outstandings) hereof.


 


“Acceding Borrower” means a member of the Bank Group which
has complied with the requirements of Clause 26.1 (Acceding
Borrowers).


 


“Acceding Group Company” means an Acceding Borrower, an
Acceding Guarantor or an Acceding Holding Company, as the context may require.


 


“Acceding Guarantor” means any member of the Bank Group which
has complied with the requirements of Clause 26.2 (Acceding
Guarantors).


 


2

















 


“Acceding Holding Company” means any person which becomes the
Holding Company of the Ultimate Parent and which has complied with the
requirements of Clause 26.3 (Acceding Holding Company).


 


“Acceding Obligors” means the Acceding Borrowers and the
Acceding Guarantors.


 


“Acceleration Date” means the date on which a written notice
has been served under Clause 27.17 (Acceleration).


 


“Acceptable Bank” means:


 


(a)                           a bank or financial institution which
has a rating for its long-term unsecured and non credit-enhanced debt
obligations of A- or higher by Standard & Poor’s Rating Services or
Fitch Ratings Ltd or A3 or higher by Moody’s Investor Services Limited or a
comparable rating from an internationally recognised credit rating agency; or


 


(b)                          any other bank or financial institution
approved by the Facility Agent (in consultation with the Company).


 


“Acceptable Hedging Agreement” means a Hedging Agreement
entered into on the terms of the 1992 ISDA Master Agreement
(Multicurrency-Cross Border) or the 2002 ISDA Master Agreement, each as
published by ISDA, under which:


 


(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;


 


(c)                           the governing Law is English or New
York Law; and


 


(d)                          no credit support annex or credit
support deed, each as published by ISDA, or other collateral posting provisions
are incorporated.


 


“Accession Notice” means a duly completed notice of accession
in the form of Part 3 of Schedule 5 (Form of Accession
Notice) with such changes as may be agreed between the Company and
the Agent from time to time.


 


“Accrued Amounts” has the meaning given to such term in
Clause 37.14 (Pro Rata Interest Settlement).


 


“Acquiree” has the meaning given to such term in
Clause 25.13(m) (Acquisitions and
Investments).


 


“Act” means the Companies Act 2006 (as amended).


 


“Additional Assets” means any property, stock or other assets
to be used by any member of the Bank Group in the Group Business or any
business whose primary operations are directly related to the Group Business.


 


“Additional Facility” has the meaning given to such term in
Clause 2.5 (Additional Facility).


 


“Additional Facility Accession Deed” means an agreement in
the form of Part 1 of Schedule 6.


 


“Additional Facility Availability Period” means, in relation
to an Additional Facility, the period specified in the Additional Facility
Accession Deed for that Additional Facility.


 


3

















 


“Additional Facility Borrower” means any Borrower which
becomes a borrower under any Additional Facility.


 


“Additional Facility Commencement Date” has the meaning given
to such term in Clause 2.5 (Additional Facility).


 


“Additional Facility Lender” means a person which becomes a
Lender under any Additional Facility in accordance with the terms of this
Agreement.


 


“Additional Facility Margin” means, in relation to any
Additional Facility, the margin specified in and, if applicable, adjusted in
accordance with the relevant Additional Facility Accession Deed.


 


“Additional Facility Outstandings” means, at any time, the
aggregate principal amount of any Additional Facility Advances outstanding
under this Agreement.


 


“Additional High Yield Notes” means any notes where the
incurrence of any Financial Indebtedness under such notes would not result in
the pro forma Leverage Ratio (after giving effect to such incurrence and the
use of proceeds thereof) on the Quarter Date prior to such incurrence (giving pro forma effect to any movement of cash out
of the Bank Group since such date pursuant to Clause 25.5 (Dividends, Distributions and Share Capital) and any Permitted Payments) exceeding the
ratio set out in Clause 25.4(p) (Financial Indebtedness)
for the Quarter Date following such incurrence and:


 


(a)                           that are issued by the Parent after the
Original Execution Date pursuant to an Additional High Yield Offering;


 


(b)                          having a final maturity (with no
sinking fund payments) of no earlier than 31 December 2015;


 


(c)                           in respect of which the “cross-default”
event of default with respect to a default under other indebtedness shall be
limited to cross-default to any payment default or cross-acceleration;


 


(d)                          that are unsecured;


 


(e)                           that, if guaranteed, are not guaranteed
by any member of the Bank Group other than the Company and/or Intermediate
Holdco, provided that any such guarantee or guarantees so provided are (i) granted
on subordination and release terms substantially the same as the existing
guarantees of the Company and Intermediate Holdco in favour of the Existing
High Yield Notes and (ii) subject to the terms of the HYD Intercreditor
Agreement or a Supplemental HYD Intercreditor Agreement; and


 


(f)                             that are designated as “Additional High
Yield Notes” and “Parent Debt” by written notice from the Company to the
Facility Agent and the Security Trustee within 15 days of the issuance of the
relevant notes.


 


“Additional High Yield Offering”  means
one or more offerings of the Additional High Yield Notes on a registration
statement filed with the SEC or pursuant to an exemption from registration
under the United States Securities Act of 1933, as amended, including pursuant
to Rule 144A and/or Regulation S under the United States Securities Act of
1933, as amended.


 


“Additional Senior Secured Notes” means any notes where the
incurrence of any Financial Indebtedness under such notes would not result in (i) the
pro forma Leverage Ratio (giving effect to such incurrence and the use of
proceeds thereof) on the Quarter Date prior to such 


 


4

















 


incurrence (giving
pro forma effect to any movement of cash out of the Bank Group since such date pursuant to Clause 25.5 (Dividends,
Distributions and Share Capital) and
any Permitted Payments) exceeding the ratio set out in Clause 25.4(p) (Financial Indebtedness) for the Quarter Date following such
incurrence and (ii) the pro forma ratio of Consolidated Senior Net Debt
(giving effect to such incurrence and the use of proceeds thereof and giving
pro forma effect to any movement of cash out of the Bank Group since such date
pursuant to Clause 25.5 (Dividends, Distributions and Share Capital) and any Permitted Payments) to Consolidated
Operating Cashflow for the Quarter Date prior to such incurrence exceeding the
ratio set out in Clause 25.2(o) (Negative Pledge)
for the Quarter Date following such incurrence and:


 


(a)                           that are issued by the Parent, VMIH or
any SSN Finance Subsidiary after the Original Execution Date;


 


(b)                          having a final maturity (with no
sinking fund payments) of no earlier than 31 December 2015;


 


(c)                           in respect of which the “cross-default”
event of default with respect to a default under other indebtedness shall be
limited to cross-default to any payment default or cross-acceleration;


 


(d)                          in respect of which some or all of the
Obligors have granted security and guarantees on the terms specified in the
Group Intercreditor Agreement and substantially the same as to the Existing
Senior Secured Notes;


 


(e)                           the proceeds of any such notes issuance
shall not be used (A) in payment of any dividends or distributions to the
Ultimate Parent and (B), prior to 1 August 2011, in repayment or
prepayment of any 2016 High Yield Notes; and


 


(f)                             that are designated as (i) “Senior
Secured Notes” by written notice from the Company to the Facility Agent, (ii) “New
Senior Liabilities” under the Group Intercreditor Agreement by written notice
from the Company to the Facility Agent and the Security Trustee, and (iii) “Designated
Senior Liabilities” under the HYD Intercreditor Agreement, in each case, within
15 days of the issuance of the relevant notes.


 


“Advance” means:


 


(a)                           when designated “A Facility”, the principal amount of each
advance made or to be made under the A Facility or arising in respect of the A
Facility under Clause 14.3 (Consolidation and Division
of Term Facility Advances);


 


(b)                          when designated “B Facility”, the principal amount of each
advance made or to be made under a B Facility or arising in respect of a B
Facility under Clause 14.3 (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 (but excluding
for the purposes of this definition, any utilisation of the Revolving Facility
by way of Ancillary Facility or Documentary Credit);


 


(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 14.3 (Consolidation
and Division of Term Facility Advances); or


 


5

















 


(e)                           without any such designation, the “A Facility Advance”, the “Additional Facility Advance”, the “B Facility Advance” and/or the “Revolving Facility Advance”, as the context
requires,


 


in each case as
from time to time reduced by repayment or prepayment.


 


“Affected Documentary Credit” has the meaning given to such
terms in Clause 19.2 (Illegality in Relation to
an L/C Bank).


 


“Affiliate” means, in relation to a person, any other person
directly or indirectly controlling, controlled by or under direct or indirect
common control with that person, and for these purposes “control” shall be
construed so as to mean the ownership, either directly or indirectly and
legally or beneficially, of more than 50% of the issued share capital of a
company or the ability to control, either directly or indirectly, the affairs
or the composition of the board of directors (or equivalent of it) of a company
and “controlling”, “controlled by” and “under common control with” shall be
construed accordingly.


 


“Agreed Business Plan” means the business plan, financial
model and analysis of the future funding requirements of the Company and the
Bank Group prepared by the Company and delivered to the Global Coordinators, in
the agreed form, prior to the initial Utilisation Date.


 


“Alternative Market Disruption Event” has
the meaning given to such term in Clause 15.2(c) (Market Disruption).


 


“Alternative Reference Bank Rate” has the
meaning given to such term in Clause 15.3(b) (Alternative Reference Bank Rate).


 


“Alternative Reference Banks” means, in relation to an
Advance in a currency other than euro, the principal London offices of JPMorgan
Chase Bank, N.A. and The Royal Bank of Scotland and, in relation to an Advance
in euro, the principal offices in London of Crédit Agricole or such other banks
as may be appointed by the Facility Agent with the consent of the Company.


 


“Amortisation Repayment Date” has the meaning given to such
term in Clause 9.1 (Repayment of A Facility Outstandings).


 


“Ancillary Facility” means any:


 


(a)                           overdraft, automated payment, cheque
drawing or other current account facility;


 


(b)                          forward foreign exchange facility;


 


(c)                           derivatives facility;


 


(d)                          guarantee, bond issuance, documentary
or stand-by letter of credit facility;


 


(e)                           performance bond facility; and/or


 


(f)                             such other facility or financial
accommodation as may be required in connection with the Group Business and
which is agreed in writing between the relevant Borrowers and the relevant
Ancillary Facility Lender.


 


“Ancillary Facility Commitment” means, in relation to an
Ancillary Facility Lender at any time, and save as otherwise provided in this
Agreement, the maximum Sterling Amount to be made available under an Ancillary
Facility granted by it, to the extent not cancelled or 


 


6

















 


reduced or
transferred pursuant to the terms of such Ancillary Facility or under this
Agreement.


 


“Ancillary Facility Documents” means the documents and other
instruments pursuant to which an Ancillary Facility is made available and the
Ancillary Facility Outstandings under it are evidenced.


 


“Ancillary Facility Lender” means any Lender which has
notified the Facility Agent that it has agreed to its nomination in a Conversion
Notice to be an Ancillary Facility Lender in respect of an Ancillary Facility
granted pursuant to the terms of this Agreement.


 


“Ancillary Facility Outstandings” means (without double
counting), at any time with respect to an Ancillary Facility Lender and each
Ancillary Facility provided by it, the aggregate of:


 


(a)                           all amounts of principal then
outstanding under any overdraft, automated payment, cheque drawing or other
current account facility (determined in accordance with the applicable terms)
as at such time; and


 


(b)                          in respect of any other facility or
financial accommodation, such other amount as fairly represents the aggregate
potential exposure of that Ancillary Facility Lender with respect to it under
its Ancillary Facility, as reasonably determined by that Ancillary Facility
Lender from time to time in accordance with its usual banking practices for
facilities or accommodation of the relevant type (including without limitation,
the calculation of exposure under any derivatives facility by reference to the
mark-to-market valuation of such transaction at the relevant time).


 


“Ancillary Facility Termination Date” has the meaning given
to such term in paragraph (g) of Clause 6.1 (Utilisation of Ancillary Facilities).


 


“Anti-Terrorism Laws” mean:


 


(a)                           Executive Order No. 13224 of September 23,
2001 - Blocking Property and Prohibiting Transactions With Persons Who Commit,
Threaten To Commit, or Support Terrorism (the “Executive Order”);


 


(b)                          the Uniting and Strengthening of
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, Public Law 107-56 (commonly known as the USA Patriot
Act); and


 


(c)                           the Money Laundering Control Act of
1986, Public Law 99-570.


 


“Applicable Margin” means, at any time, the prevailing A
Facility Margin, Additional Facility Margin, B Facility Margin or Revolving
Facility Margin, as the context may require at the relevant time.


 


“Arrangers” means the Global Coordinators, the Physical
Bookrunners and the Mandated Lead Arrangers and “Arranger”
means any of them.


 


“Asset Passthrough” means a series of transactions between a
Bank Holdco, one or more members of the Bank Group and an Asset Transferring
Party where:


 


(a)                           in the case of an asset being
transferred by a Bank Holdco to the Asset Transferring Party that asset:


 


(i)                              is
first transferred by such Bank Holdco to a member of the Bank Group; and


 


7

















 


(ii)                           may
then be transferred between various members of the Bank Group, and is finally
transferred (insofar as such transaction relates to the Bank Group) to an Asset
Transferring Party; or


 


(b)                          in the case of an asset being
transferred by an Asset Transferring Party to a Bank Holdco, that asset:


 


(i)                              is
first transferred by that Asset Transferring Party to a member of the Bank
Group; and


 


(ii)                           may
then be transferred between various members of the Bank Group, and is finally
transferred (insofar as such transaction relates to the Bank Group) to such
Bank Holdco,


 


and where the
purpose of each such asset transfer is, in the case of an Asset Passthrough of
the type described in paragraph (a) above, to enable a Bank Holdco to
indirectly transfer assets (other than cash) to that Asset Transferring Party
and, in the case of an Asset Passthrough of the type described in
paragraph (b) above, is to enable an Asset Transferring Party to
indirectly transfer assets (other than cash) to a Bank Holdco, in either case,
by way of transfers of those assets to and from (and, if necessary, between)
one or more members of the Bank Group in such a manner as to be neutral to the
Bank Group taken as a whole provided that:


 


(w)                        the consideration payable (if any) by
the first member of the Bank Group to acquire such assets comprises either (i) cash
funded or to be funded directly or indirectly by a payment from (in the case of
an Asset Passthrough of the type described in paragraph (a) above) the
Asset Transferring Party and (in the case of an Asset Passthrough of the type
described in paragraph (b) above) a Bank Holdco, in either case, in
connection with that series of transactions or (ii) Subordinated Funding
or (iii) the issue of one or more securities;


 


(x)                            the consideration payable by (in the
case of an Asset Passthrough of the type described in paragraph (a) above)
the Asset Transferring Party is equal to the consideration received or
receivable by a Bank Holdco and (in the case of an Asset Passthrough of the
type described in paragraph (b) above) by a Bank Holdco is equal to
the consideration received or receivable by the Asset Transferring Party (and
for this purpose, a security issued by one company shall constitute equal
consideration to a security issued by another company where such securities
have been issued on substantially the same terms and subject to the same conditions);


 


(y)                          all of the transactions comprising such
a series of transactions (from and including the transfer of the assets by a
Bank Holdco to and including the acquisition of those assets by the Asset
Transferring Party or vice versa) are completed within two Business Days; and


 


(z)                            upon completion of all of the
transactions comprising such a series of transactions, no person (other than
another member of the Bank Group) has any recourse to any member of the Bank
Group and no member of the Bank Group which is not an Obligor may have any
recourse to an Obligor, in each case in relation to such a series of
transactions (other than in respect of (i) the Subordinated Funding or any
rights and obligations under the securities, in each case, mentioned in paragraph
(w) above and (ii) covenants as to title provided, in the case of an
Asset Passthrough of the type described in paragraph (a) above, in favour
of the Asset Transferring Party on the same terms as such covenants were
provided by the Bank Holdco in respect of the relevant assets and, in the case
of an Asset Passthrough of the type described in paragraph (b) above, in
favour of the Bank Holdco on the same terms as such 


 


8

















 


covenants were
provided by the Asset Transferring Party in respect of the relevant assets).


 


“Asset Securitisation Subsidiary” means any Subsidiary
engaged solely in the business of effecting or facilitating any asset
securitisation programme or programmes or one or more receivables factoring
transactions.


 


“Asset Transferring Party” means the member of the Group (or
any person in which a member of the Bank Group owns an interest but which is
not a member of the Group), other than a member of the Bank Group (except where
the asset being transferred is a security where such member of the Group may be
a member of the Bank Group), who is the initial transferor or final transferee
in respect of a transfer to or from a Bank Holdco, as the case may be, through
one or more members of the Bank Group.


 


“Attached Working Paper” has the meaning given to such term
in Clause 22.5(a) (Compliance Certificates).


 


“Authorisation” means an authorisation, consent, approval,
resolution, licence, exemption, filing, notarisation or registration.


 


“Available A Facility Commitment” means, in relation to a
Lender, at any time and save as otherwise provided in this Agreement, its A
Facility Commitment at such time less the Sterling Amount of its share of the A
Facility Advances made under this Agreement, adjusted to take account of:


 


(a)                           any cancellation or reduction of, or
any transfer by such Lender or any transfer to it of, any A Facility
Commitment, in each case, pursuant to the terms of this Agreement; and


 


(b)                          in the case of any proposed Advance,
the Sterling Amount of its share of such A Facility Advance which, pursuant to
any other Utilisation Request is to be made on or before the proposed
Utilisation Date,


 


provided always
that such amount shall not be less than zero.


 


“Available Additional Facility Commitment” means, in relation
to a Lender and an Additional Facility, at any time and save as otherwise
provided in this Agreement, its Additional Facility Commitment in relation to
that Additional Facility at such time less the Sterling Amount of its share of
the Additional Facility Advances made under that Additional Facility, adjusted
to take account of:


 


(a)                           any cancellation or reduction of, or
any transfer by such Lender or any transfer to it of, any Additional Facility
Commitment in relation to that Additional Facility, in each case, pursuant to
the terms of this Agreement; and


 


(b)                          in the case of any proposed Advance
under that Additional Facility, the Sterling Amount of its share of such
Additional Facility Advance which, pursuant to any other Utilisation Request is
to be made on or before the proposed Utilisation Date,


 


provided always
that such amount shall not be less than zero.


 


“Available Ancillary Facility Commitment” means, in relation
to an Ancillary Facility Lender and an Ancillary Facility granted by it at any
time, and save as otherwise provided in this Agreement or in the applicable
Ancillary Facility Documents, its Ancillary Facility Commitment at such time,
less the Sterling Amount of the relevant Ancillary Facility Outstandings at
such time, provided always that such amount shall not be less than zero.


 


9
















 


“Available B Facility Commitment” means, in relation to a
Lender and a B Facility, at any time and save as otherwise provided in this
Agreement, its B Facility Commitment in relation to that B Facility at such
time less the Sterling Amount of its share of the B Facility Advances made
under that B Facility, adjusted to take account of:


 


(a)                           any cancellation or reduction of, or
any transfer by such Lender or any transfer to it of, any B Facility Commitment
in relation to that B Facility, in each case, pursuant to the terms of this
Agreement; and


 


(b)                          in the case of any proposed Advance
under that B Facility, the Sterling Amount of its share of such B Facility
Advance which, pursuant to any other Utilisation Request is to be made on or
before the proposed Utilisation Date,


 


provided always
that such amount shall not be less than zero.


 


“Available Commitment” means, in relation to a Lender, the
aggregate amount of its Available A Facility Commitments, its Available
Additional Facility Commitments, its Available B Facility Commitments, its
Available Revolving Facility Commitments and its Available Ancillary Facility
Commitments, or, in the context of a particular Facility, its Available A
Facility Commitments, its Available Additional Facility Commitments, its Available
B Facility Commitments, its Available Revolving Facility Commitments or its
Available Ancillary Facility Commitments, as the context may require.


 


“Available Facility” means, in relation to a Facility, at any
time, the aggregate amount of the Available Commitments in respect of that
Facility at that time.


 


“Available Revolving Facility” means, at any time, the
aggregate amount of the Available Revolving Facility Commitments.


 


“Available Revolving Facility Commitment” means, in relation
to a Lender, at any time and save as otherwise provided in this Agreement, its
Revolving Facility Commitment at such time, less the Sterling Amount of its
share of the Revolving Facility Outstandings, adjusted to take account of:


 


(a)                           any cancellation or reduction of, or
any transfer by such Lender or any transfer to it of, any Revolving Facility
Commitment, in each case, pursuant to the terms of this Agreement; and


 


(b)                          in the case of any proposed
Utilisation, the Sterling Amount of its share of (i) such Revolving Facility
Advance and/or Documentary Credit which pursuant to any other Utilisation
Request is to be made, or as the case may be, issued, and (ii) any
Revolving Facility Advance and/or Documentary Credit which is due to be repaid
or expire (as the case may be), in each case, on or before the proposed
Utilisation Date,


 


provided always
that such amount shall not be less than zero.


 


“B Facility” means a term loan facility granted to the
Company pursuant to a B Facility Accession Deed.


 


“B Facility Accession Deed” means an accession agreement in
the form of Part 2 of Schedule 5 (Form of B Facility
Accession Deed) with such changes as may be agreed between the
Company and the Facility Agent from time to time.


 


“B Facility Fee Letter” means any fee letter entered into between
the Company and any B Facility Lenders in relation to the fees payable for
providing a B Facility.


 


10

















 


“B Facility Lender” means any person who has become a Lender
in respect of any B Facility in accordance with the terms of this Agreement.


 


“B Facility Margin” means, in relation to any B Facility, the
margin specified and, if applicable, adjusted in accordance with the relevant B
Facility Accession Deed.


 


“B Facility Outstandings” means, at any time, the aggregate
principal amount of the B Facility Advances outstanding under this Agreement.


 


“B Facility  Syndication Letter”
means the letter dated on or about the Original Execution Date from the Global
Coordinators, Physical Bookrunners, Bookrunners and Mandated Lead Arrangers to
the Company in relation to the syndication of the B Facilities.


 


“Bank Group” means:


 


(a)                           for the purposes of the definition of “Bank
Group Consolidated Revenues”, Clause 22.1 (Financial
Statements), Clause 22.3 (Budget) and
Clause 23 (Financial Condition) and any
other provisions of this Agreement using the terms defined in Clause 23 (Financial Condition):


 


(i)                              the
Company;


 


(ii)                           NTL
South Herts, for so long as a member of the Bank Group is the general partner
of South Hertfordshire United Kingdom Fund, Ltd or if it becomes a wholly-owned
Subsidiary of the Company;


 


(iii)                        NTL
Fawnspring Limited, for so long as it is a Subsidiary of the Company;


 


(iv)                       each
of the Company’s other direct and indirect Subsidiaries from time to time,
excluding the Bank Group Excluded Subsidiaries; and


 


(v)                          without
prejudice to sub-paragraph (iv) above, each of the direct and indirect
Subsidiaries from time to time of Virgin Media Communications, excluding any
Subsidiary thereof which has a direct or indirect interest in the Company;


 


(b)                          for all other purposes:


 


(i)                              the
Company and each of its direct and indirect Subsidiaries from time to time,
other than the Bank Group Excluded Subsidiaries; and


 


(ii)                           each
of the direct and indirect Subsidiaries from time to time of Virgin Media
Communications to the extent not already included by virtue of sub-paragraph (i) above,
excluding any Subsidiary thereof which has a direct or indirect interest in the
Company,


 


but excluding for
all purposes under paragraphs (a) and (b) above any Permitted Joint
Ventures.


 


For information
purposes only, the members of the Bank Group as at the Original Execution Date
for the purposes of paragraph (b) above are listed in Part 3 of
Schedule 2 (Members of the Bank Group).


 


“Bank Group Cash Flow” has the meaning given to such term in
Clause 23.1 (Financial Definitions).


 


11

















 


“Bank Group Consolidated Revenues” means, in respect of any
period, the consolidated revenues for the Bank Group for that period as
evidenced by the financial information provided in respect of that period
pursuant to Clause 22.1 (Financial Statements).


 


“Bank Group Excluded Subsidiary” means:


 


(a)                           any Subsidiary of the Company or Virgin
Media Communications which is a Dormant Subsidiary and which is not a
Guarantor;


 


(b)                          NTL Fawnspring Limited;


 


(c)                           NTL South Herts and its Subsidiaries,
until such time as NTL South Herts becomes a wholly-owned Subsidiary of the
Company;


 


(d)                          any Subsidiary of the Company or Virgin
Media Communications which is a Project Company;


 


(e)                           any Asset Securitisation Subsidiary;
and


 


(f)                             any company which becomes a Subsidiary
of the Parent or Virgin Media Communications in each case, after the Original
Execution Date pursuant to an Asset Passthrough,


 


provided that any
Bank Group Excluded Subsidiary may, at the election of the Parent and upon not
less than 10 Business Days prior written notice to the Facility Agent, cease to
be a Bank Group Excluded Subsidiary and become a member of the Bank Group.


 


“Bank Holdco” means a direct Holding Company of a member of
the Bank Group which is not a member of the Bank Group.


 


“Barclays Intercreditor Agreement” has the meaning given to
such term in the Group Intercreditor Agreement.


 


“Basel II” has the meaning given to such term in
Clause 18.3(f) (Exceptions).


 


“BBA LIBOR” means in relation to LIBOR, the British Bankers
Association Interest Settlement Rate for the relevant currency and Interest
Period displayed on the appropriate page of the Reuters screen.  If the agreed page is replaced or
service ceases to be available, the Facility Agent may specify another page or
service displaying the appropriate rate after consultation with the Company and
the Lenders.


 


“BBC Guarantees” means the guarantees required to be given by
the Borrowers in favour of BBC Worldwide Limited pursuant to the shareholder
agreements relating to the UKTV Joint Ventures.


 


“Beneficiary” means a beneficiary in respect of a Documentary
Credit.


 


“Blocked Account” means each interest bearing account
maintained with the Facility Agent (or such other bank as the Facility Agent
and the Company may jointly determine) in the name of an Obligor for the
purposes of Clause 12.3 (Blocked Accounts)
or Clause 12.7 (Trapped Cash) which is secured in
favour of the Security Trustee pursuant to the Security Documents, or as
otherwise required by the terms of this Agreement.


 


“Borrowers” means the Original Borrowers and any Acceding
Borrower.


 


12

















 


“Break Costs” means the amount (if any)
by which:


 


(a)                           the interest (excluding the Applicable
Margin and Mandatory Cost) which a Lender should have received for the period
from the date of receipt of all or any part of its participation in an Advance
or Unpaid Sum to the last day of the current Interest Period or Term in respect
of that Advance or Unpaid Sum, had the amount so received been paid on the last
day of that Interest Period or Term;


 


exceeds:


 


(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 or Term.


 


“Budget” means in respect of any financial year commencing
after 31 December 2010, the budget for such financial year, in the form
and including the information required to be delivered by the Company to the
Facility Agent pursuant to Clause 22.3 (Budget).


 


“Business Day” means a day (other than a Saturday or Sunday)
on which (a) banks generally are open for business in London and (b) if
such reference relates to a date for the payment or purchase of any sum
denominated in:


 


(a)                           euro (A) is a TARGET Day and (B) is
a day on which banks generally are open for business in the financial centre
selected by the Facility Agent for receipt of payments in euro; or


 


(b)                          in a currency other than euro, banks
generally are open for business in the principal financial centre of the
country of such currency.


 


“Business Division Transaction” means any sale, transfer,
demerger, contribution, spin off or distribution of, any creation or
participation in any joint venture and/or entering into any other transaction
or taking any action with respect to, in each case, any assets, undertakings
and/or businesses of the Group which comprise all or part of the Virgin Media
business division (or its predecessors or successors), to or with any other
entity or person, whether or not within the Group or the Bank Group, in each
case, where such transaction has the prior approval of an Instructing Group.


 


“Captive Insurance Company” means any captive insurance
company for the Group (or any part thereof, which includes the Bank Group).


 


“Cash” has the meaning given to such term in Clause 23.1
(Financial Definitions).


 


“Cash Equivalent Investment” means:


 


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


 


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


 


(ii)                           which
are rated at least A-1 by Standard & Poor’s or Fitch or P-1 by Moody’s;


 


(b)                          certificates of deposit of, or time
deposits or overnight bank deposits with, any 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;


 


13

















 


(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 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 million and (ii) at
least 90% of whose assets constitute Cash Equivalent Investments of the type
described in paragraphs (a) to (d) of this definition;


 


(f)                             sterling bills of exchange eligible for
rediscount at the Bank of England and accepted by an Acceptable Bank; or


 


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


 


in each case,
denominated in Sterling (or any other currency freely convertible into
Sterling) and to which any member of the Bank Group is alone (or together with
other members of the Bank Group) beneficially entitled at that time and which
is not issued or guaranteed by any member of the Bank Group or subject to any
security (other than Security arising under the Security Documents).


 


“Centre of Main Interests” has the meaning given to such term
in Article 3(1) of Council Regulation (EC) NO 1346/2000 of 29 May 2000
on Insolvency Proceedings.


 


“Change in Tax Law” means the introduction, implementation,
repeal, withdrawal or change in, or in the interpretation, administration or
application of any Law relating to taxation (a) in the case of a
participation in an Advance by a Lender named in Part 1 of Schedule 1 (Lenders and Commitments) after the Original Execution Date,
or (b) in the case of a participation in an Advance by any other Lender,
after the date upon which such Lender becomes a party to this Agreement in
accordance with the provisions of Clause 37 (Assignments
and Transfers).


 


“Change of Control” means the occurrence
of any of the following events:


 


(a)                           any “person” or “group” of related
persons (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act) is or becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Exchange Act, except that for purposes of this paragraph (a) such
person or group shall be deemed to have “beneficial ownership” of all shares
that such person or group has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 50% of the total voting power of the Voting Stock of
the Ultimate Parent (for the purposes of this paragraph (a), such person shall
be deemed to beneficially own any Voting Stock of an entity held by any other
entity (the “parent entity”), if such other person is the beneficial owner (as
defined in this paragraph (a)), directly or indirectly, of more than 50% of the
voting power of the Voting Stock of such parent entity);


 


(b)                          during any period of two consecutive
years, individuals who at the beginning of such period constituted the board of
directors of the Ultimate Parent (together with any new directors whose
election to such board of directors or whose nomination for election by the
stockholders of the Ultimate Parent was approved by a vote of a majority of the
directors of the Ultimate Parent then still in office who were either directors
at the beginning of such period or whose election or nomination for election
was previously so approved) cease for any reason to constitute a majority of
the board of directors of the Ultimate Parent then in office;


 


14

















 


(c)                           the adoption of a plan relating to the
liquidation or dissolution of the Ultimate Parent or the Company;


 


(d)                          the
merger or consolidation of the Ultimate Parent or any other Virgin Media
Holding Company with or into another person (other than the Ultimate Parent,
any other Virgin Media Holding Company, the Company or any other wholly-owned
Subsidiary of the Ultimate Parent) or the merger of another person (other than
the Ultimate Parent, any Virgin Media Holding Company, the Company or any other
wholly-owned Subsidiary of the Ultimate Parent) with or into the Ultimate
Parent any other Virgin Media Holding Company or the sale of all or
substantially all the assets of the Ultimate Parent, any other Virgin Media
Holding Company, the Company or Intermediate Holdco to another person (other
than the Ultimate Parent, any other Virgin Media Holding Company, the Company
or any other wholly-owned Subsidiary of the Ultimate Parent), and, in the case
of any such merger or consolidation, the securities of the Ultimate Parent or
any other Virgin Media Holding Company that are outstanding immediately prior
to such transaction are changed into or exchanged for cash, securities or other
assets, unless pursuant to such transaction such securities are changed into or
exchanged for, in addition to any other consideration, securities of the
surviving person or transferee that represent immediately after such
transaction, at least a majority of the aggregate voting power of the Voting
Stock of the surviving person or transferee;


 


(e)                           any
change of control (howsoever defined) occurs under the indenture governing any
High Yield Notes or any Senior Secured Notes and the holders of any notes
thereunder have a right to cause the issuer to repurchase their notes as a
result of such event;


 


(f)                             any
of the Borrowers, the Parent, Virgin Media Secured Finance PLC or Intermediate
Holdco, and in each case their successor, ceases to be a direct or indirect
wholly-owned Subsidiary of the Ultimate Parent (other than as a result of a
Solvent Liquidation of such person pursuant to Clause 25.18 (Internal Reorganisations));


 


(g)                          Intermediate
Holdco ceases to be a direct wholly-owned Subsidiary of the Company; or


 


(h)                          any Material Subsidiary (other than
Intermediate Holdco and the Company) ceases to be a wholly-owned Subsidiary
(directly or indirectly) of Intermediate Holdco.


 


Notwithstanding
the foregoing, a Change of Control shall not be deemed to have occurred if a
Virgin Media Holding Company that is not then a Subsidiary of the Ultimate
Parent becomes the ultimate parent of the Company and, if such Virgin Media
Holding Company had been the Ultimate Parent, no Change of Control would have
otherwise occurred; provided, however, that such Virgin Media Holding Company
is or becomes an Obligor.


 


“Code” means the Internal Revenue Code of 1986, as amended
from time to time, and the regulations promulgated thereunder.  Section references to the Code are to
the Code, as in effect at the Original Execution Date and any subsequent
provisions of the Code, amendatory of it, supplemental to it or substituted
therefor.


 


“Commitment” means:


 


(a)                           when designated “A Facility” save as otherwise provided in
this Agreement:


 


(i)                              in
relation to an Original Lender, the amount set opposite its name in the
relevant column of Part 1 of Schedule 1 (Lenders and
Commitments) and any amount of any other A Facility Commitment
transferred to it under this 


 


15

















 


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 pursuant to
which such Lender becomes a party to this Agreement and any amount of any other
A Facility Commitment transferred to it under this Agreement or assumed by it
in accordance with Clause 2.2 (Increase);


 


(b)                          when designated “Additional Facility” in relation to a
Lender and an Additional Facility at any time and save as otherwise provided in
this Agreement,


 


(i)                              the
amount set opposite its name in the Additional Facility Accession Deed in
relation to that Additional Facility and the amount of any other Additional
Facility Commitment in relation to that Additional Facility transferred to it under
this Agreement;


 


(ii)                           as
specified in the Transfer Deed pursuant to which such Lender becomes a party to
this Agreement; or


 


(iii)                        the
amount assumed by it in accordance with Clause 2.2 (Increase);


 


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


 


(i)                              the
amount set opposite its name in the B Facility Accession Deed in relation to
that B Facility and the amount of any other B Facility Commitment in relation
to that B Facility transferred to it under this Agreement;


 


(ii)                           as
specified in the Transfer Deed pursuant to which such Lender becomes a party to
this Agreement; or


 


(iii)                        the
amount 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 opposite its name in the
relevant column of Part 1 of Schedule 1 (Lenders and
Commitments) and any amount of any other Revolving Facility
Commitment transferred to it under this Agreement or the amount assumed by it
in accordance with Clause 2.2 (Increase); and


 


(ii)                           in
relation to any other Lender, as specified in the Transfer Deed pursuant to
which such Lender becomes a party to this Agreement and any amount of any other
Revolving Facility Commitment transferred to it under this Agreement or assumed
by it in accordance with Clause 2.2 (Increase);


 


in each case to the extent:


 


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


 


(ii)                           not
deemed to be zero pursuant to Clause 38 (Debt Purchase Transactions);
and


 


(iii)                        without
any such designation, means “A Facility
Commitment”, “Additional Facility
Commitment”, “B 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.


 


16

















 


“Company” means:


 


(a)                           VMIH; or


 


(b)                          following a solvent liquidation of
VMIH, pursuant to the provisions of Clause 25.18 (Internal
Reorganisations), NTL Finance Limited.


 


“Company Materials” has the meaning given to such term in
Clause 41.4(b) (Public Information).


 


“Compliance Certificate” means a certificate substantially in
the form set out in Schedule 8 (Form of Compliance
Certificate) or such other similar form as the Facility Agent shall
agree with the Company.


 


“Confirmation Date” has the meaning given to such term in
Clause 17.2(d) (Lender Tax Status).


 


“Consolidated Debt Service” has the meaning given to such
term in Clause 23.1 (Financial Definitions).


 


“Consolidated Net Debt” has the meaning given to such term in
Clause 23.1 (Financial Definitions).


 


“Consolidated Net Income” has the meaning given to such term
in Clause 23.1 (Financial Definitions).


 


“Consolidated Operating Cashflow” has the meaning given to
such term in Clause 23.1 (Financial Definitions).


 


“Consolidated Senior Debt” means, at any time (without double
counting) the aggregate principal or capital amounts (including any Interest
capitalised as principal) of Financial Indebtedness (as would be set forth on
the balance sheet of the Group in accordance with GAAP) (i) of any member
of the Bank Group which is secured on a pari passu
basis with the Facilities pursuant to the terms of the Group Intercreditor
Agreement or has second or other ranking security to the Security granted for
the benefit of the Facilities (including, without limitation, Financial
Indebtedness arising under or pursuant to the Relevant Finance Documents), (ii) of
any member of the Bank Group arising under any finance or capital leases
incurred in reliance on the basket provided for under Clause
25.4(j) (Financial Indebtedness) and (iii) of any member
of the Bank Group excluding the Company and
Intermediate Holdco (regardless of whether any such Financial
Indebtedness is secured or not but excluding any Financial Indebtedness owed to any member of the Group
under Clause 25.4(i) (Financial
Indebtedness)), but excluding any Hedging Agreements that cover
risks relating to Financial Indebtedness not included in this definition.


 


“Consolidated Senior Net Debt” means, at any time, the
Consolidated Senior Debt at such time less Cash, subject to a maximum aggregate
Cash deduction of £200 million (or its equivalent in other currencies).


 


“Consolidated Total Debt” has the meaning given to such term
in Clause 23.1 (Financial Definitions).


 


“Consolidated Total Net Cash Interest Payable” has the
meaning given to such term in Clause 23.1 (Financial
Definitions).


 


“Content” means any rights to broadcast, transmit, distribute
or otherwise make available for viewing, exhibition or reception (whether in
analogue or digital format and whether as a channel or an Internet service, a
teletext-type service, an interactive service, or an enhanced 


 


17

















 


television service
or any part of any of the foregoing, or on a pay-per-view basis, or near
video-on-demand, or video-on-demand basis or otherwise) any one or more of
audio and/or visual images, audio content, or interactive content (including
hyperlinks, re-purposed web-site content, database content plus associated
templates, formatting information and other data including any interactive
applications or functionality), text, data, graphics, or other content, by
means of any means of distribution, transmission or delivery system or
technology (whether now known or herein after invented).


 


“Content Transaction” means any sale, transfer, demerger,
contribution, spin-off or distribution of, any creation or participation in any
joint venture and/or entering into any other transaction or taking any action
with respect to, in each case, any assets, undertakings and/or businesses of
the Group which comprise all or part of the Content business of the Group, to
or with any other entity or person whether or not within the Group or Bank
Group.


 


“Contribution Notice” means a contribution notice issued by
the Pensions Regulator under section 38 or section 47 of the Pensions Act 2004.


 


“Conversion Notice” has the meaning given to such term in
paragraph (a) of Clause 6.1 (Utilisation of Ancillary
Facilities).


 


“Convertible Senior Notes” means the 6.50% convertible senior
notes due 2016 issued by the Ultimate Parent.


 


“Cost” means the cost estimated in good faith by the relevant
member of the Bank Group to have been incurred or to be received by that member
of the Bank Group in the provision or receipt of the relevant service, facility
or arrangement, including, without limitation, a proportion of any material employment,
property, information technology, administration, utilities, transport and
materials or other costs incurred or received in the provision or receipt of
such service, facility or arrangement, but excluding costs which are either not
material or not directly attributable to the provision or receipt of the
relevant service, facility or arrangement.


 


“CTA” means the Corporation Tax Act 2009.


 


“Current Assets” has the meaning given to such term in
Clause 23.1 (Financial Definitions).


 


“Current Liabilities” has the meaning given to such term in
Clause 23.1 (Financial Definitions).


 


“Debt Purchase Transaction” means, in relation to a Person, a
transaction where such Person:


 


(a)                           purchases by way of assignment or
transfer;


 


(b)                          enters into any sub-participation in
respect of; or


 


(c)                           enters into any other agreement or
arrangement having an economic effect substantially similar to a
sub-participation in respect of,


 


any Commitment or
amount outstanding under this Agreement.


 


“Default” means an Event of Default or any event or
circumstance which (with the expiry of a grace period, the giving of notice,
the making of any determination under any of the Relevant Finance Documents or
any combination of any of the foregoing) would be an Event of Default provided
that in relation to any event which is subject to a materiality threshold or
condition before such event would constitute an Event of Default, such default
shall not constitute a Default until such materiality threshold or condition
has been satisfied.


 


18

















 


“Defaulting Lender” means any Lender (other than a Lender
which is or becomes a member of the Group):


 


(a)                           which has failed to make its
participation in an Advance available or has notified the Facility Agent that
it will not make its participation in an Advance available by the Utilisation
Date of that Advance in accordance with Clause 4.2 (Lenders’
Participation) or has failed to provide cash collateral (or has
notified an L/C Bank that it will not provide cash collateral) in accordance
with Clause 5.8 (Cash Collateral by Non-Acceptable L/C Lender);


 


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


 


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


 


unless, in the
case of paragraph (a) above:


 


(i)                              its
failure to pay is caused by:


 


(A)                       administrative
or technical error; or


 


(B)                         a
Disruption Event; and


 


payment is made within two
Business Days of its due date; or


 


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


 


“Designated Gross Amount” has the meaning given to such term
in Clause 6.1(b) (Utilisation of Ancillary
Facilities).


 


“Designated Net Amount” has the meaning given to such term in
Clause 6.1(b) (Utilisation of Ancillary
Facilities).


 


“Designated Website” has the meaning given to such term in
Clause 41.3(a) (Use of Websites/E-mail).


 


“Disposal” means any sale, transfer, lease, surrender or
other disposal by any member of the Bank Group of any shares in any of its
Subsidiaries or all or any part of its revenues, assets, other shares, business
or undertakings other than in the ordinary course of business or trade.


 


“Disputes” has the meaning given to such term in
Clause 48.1 (Courts).


 


“Disruption Event” means either or both
of:


 


(a)                           a material disruption to those payment
or communications systems or to those financial markets which are, in each
case, required to operate in order for payments to be made in connection with
the Facilities (or otherwise in order for the transactions contemplated by the
Relevant Finance Documents to be carried out) which disruption is not caused
by, and is beyond the control of, any of the parties to this Agreement; or


 


(b)                          the occurrence of any other event which
results in a disruption (of a technical or systems-related nature) to the
treasury or payments operations of a Relevant Finance Party to this Agreement
preventing that, or any other Relevant Finance Party:


 


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


 


19
















 


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


 


and which (in
either such case) is not caused by, and is beyond the control of, the party
whose operations are disrupted.


 


“Documentary
Credit” means a letter of credit, bank guarantee, indemnity,
performance bond or other documentary credit issued or to be issued by an L/C
Bank pursuant to Clause 4.1 (Conditions to Utilisation).


 


“Dormant
Subsidiary” means a member of the Group which does not trade (for
itself or as agent for any person) and does not own, legally or beneficially,
assets (including, without limitation, indebtedness owed to it) which in
aggregate have a value of more than £10,000 (excluding loans existing on the
Original Execution Date owed to it by members of the Bank Group) or its
equivalent in other currencies.


 


“Double
Taxation Treaty” means in relation to a payment of interest on an
Advance made to any Borrower, any convention or agreement between the
government of such Borrower’s Relevant Tax Jurisdiction and any other
government for the avoidance of double taxation with respect to taxes on income
and capital gains which makes provision for exemption from tax imposed by such
Borrower’s Relevant Tax Jurisdiction on interest.


 


“Effective
Date” has the meaning given to such term in paragraph (a) of
Clause 6.1 (Utilisation of Ancillary Facilities).


 


“Encumbrance”
means:


 


(a)         a mortgage, charge, pledge, lien, assignation in security,
standard security, encumbrance or other security interest securing any
obligation of any person;


 


(b)         any arrangement under which money or claims to, or the
benefit of, a bank or other account may be applied, set off or made subject to
a combination of accounts so as to effect payment of sums owed or payable to
any person; or


 


(c)         any other type of agreement or preferential arrangement
(including title transfer and retention arrangements) having a similar effect.


 


“Environment”
means living organisms including the ecological systems of which they form part
and the following media:


 


(a)         air (including air within natural or man-made structures,
whether above or below ground);


 


(b)         water (including territorial, coastal and inland waters,
water under or within land and water in drains and sewers); and


 


(c)         land (including land under water).


 


“Environmental
Claim” means any administrative, regulatory or judicial action,
suit, demand, demand letter, claim, notice of non-compliance or violation,
investigation, proceeding, consent order or consent agreement relating to any
Environmental Law or Environmental Licence.


 


“Environmental
Law” means all laws and regulations of any relevant jurisdiction
which:


 


(a)         have as a purpose or effect the protection of, and/or
prevention of harm or damage to, the Environment;


 


20

















 


(b)         provide remedies or compensation for harm or damage to the
Environment; or


 


(c)         relate to Hazardous Substances or health or safety matters.


 


“Environmental
Licence” means any Authorisations required at any time under
Environmental Law.


 


“Equity Cure
Right” has the meaning given to such term in Clause 23.3(a) (Equity Cure Right).


 


“Equity
Equivalent Funding” means a loan made to, or any Financial
Indebtedness owed by, any person where the Financial Indebtedness incurred
thereby:


 


(a)         may not be repaid at any time prior to the repayment in full
of all Outstandings and cancellation of all Available Commitments;


 


(b)         carries no interest or carries interest which is payable
only on non-cash pay terms or following repayment in full of all Outstandings
and cancellation of all Available Commitments;


 


(c)         is either (i) structurally and contractually subordinated to
the Facilities or (ii) contractually subordinated to the Facilities, in each
case, pursuant to the HYD Intercreditor Agreement and/or the Group
Intercreditor Agreement; and


 


(d)         if not already subject to Security created under the
Original Security Documents, Security in favour of the Security Trustee on
terms satisfactory to the Security Trustee is promptly granted by the relevant
creditor over its rights with respect to any such Financial Indebtedness.


 


“Equity
Proceeds” means the cash proceeds raised by any member of the Group
by way of equity securities offerings in the international or domestic public
equity capital markets (after deducting all reasonable fees, commissions, costs
and expenses incurred by any member of the Group in connection with such
raising) but shall not include the cash proceeds of any offering of convertible
notes or other equity-like or equity-linked instruments (including upon
conversion or exchange thereunder).


 


“ERISA”
means the U.S. Employee Retirement Income Security Act of 1974, as amended from
time to time, and the regulations promulgated and the rulings issued under
it.  Section references to ERISA are to
ERISA as in effect on the Original Execution Date.


 


“ERISA
Affiliate” means, in relation to a member of the Bank Group, each
person (as defined in section 3(9) of ERISA) which together with that member of
the Bank Group would be deemed to be a “single employer” within the meaning of
section 414(b), (c), (m) or (o) of the Code.


 


“EURIBOR”
means, in relation to any amount to be advanced to or owed by an Obligor under
this Agreement in euro on which interest for a given period is to accrue:


 


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


 


(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 “Relevant Page”, 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 


 


21

















 


Market
deposits in euro for such period at or about 11.00 am (Brussels time) on the
Quotation Date for such period.


 


“European
Interbank Market” means the interbank market for euro operating in
Participating Member States.


 


“Event of
Default” means any of the events or circumstances described as such
in Clause 27 (Events of Default).


 


“Excess
Capacity Network Service” means the provision of network services,
or agreement to provide network services, by a member of the Bank Group in
favour of one or more other members of the Group where such network services
are only provided in respect of the capacity available to such member of the
Bank Group in excess of that network capacity it requires to continue to
provide current services to its existing and projected future customers and to
allow it to provide further services to both its existing and projected future
customers.


 


“Excess Cash
Flow” means in relation to any financial year of the Company, Bank
Group Cash Flow less (a) Consolidated Debt Service for such financial year, (b)
the aggregate amount of all payments or prepayments of principal, whether
voluntary or mandatory, of Consolidated Total Debt made in such financial year,
(c) proceeds from disposals permitted by Clause 25.6(j) (Disposals)
received during such financial year and (d) proceeds from any Content
Transaction or any Business Division Transaction received during such financial
year, provided that no such amounts prepaid and used in the calculation under
paragraph (b) shall be available for reborrowing and, provided further that for
the purposes of such calculation, no amount shall be included or excluded more
than once.


 


“Exchange Act”
means the US Securities Exchange Act of 1934, as amended.


 


“Excluded
Group” means each member of the Group which is not a member of the
Bank Group.


 


“Excluded
Group Operating Cashflow” has the meaning given to such term in
Clause 23.1 (Financial Definitions).


 


“Existing
Encumbrance” means any Encumbrance existing as at the Original
Execution Date, details of which are set out in Part 1 of Schedule 10 (Existing Encumbrances).


 


“Existing
Financial Indebtedness” means the Financial Indebtedness existing as
at the Original Execution Date, details of which are set out in Part 3 of
Schedule 10 (Existing Financial Indebtedness).


 


“Existing
Hedging Agreements” means the hedging agreements with the Hedge
Counterparties existing as at the Original Execution Date, details of which are
set out in Part 6 of Schedule 10 (Existing Hedge
Counterparties).


 


“Existing
High Yield Notes” means the 2014 High Yield Notes, the 2016 High
Yield Notes, the 8.375% dollar denominated senior notes due 2019 and the 8.875%
sterling denominated senior notes due 2019, in each case, issued by the Parent.


 


“Existing
Loans” means the loans granted by members of the Bank Group existing
as at the Original Execution Date, details of which are set out in Part 2 of
Schedule 10 (Existing Loans).


 


“Existing
Performance Bonds” means each of the performance bonds or similar
obligations issued by members of the Bank Group existing as at the Original
Execution Date, details of which are set out in Part 4 of Schedule 10 (Existing Performance Bonds).


 


22

















 


“Existing
Senior Credit Facilities Agreement” means that certain senior credit
facilities agreement dated 3 March 2006 and made between, inter alia, Virgin
Media Inc. as Ultimate Parent, Virgin Media Finance PLC as Parent, Virgin Media
Investment Holdings Limited, Telewest Communications Networks Limited and VMIH
Sub Limited as UK Borrowers, Virgin Media Dover LLC as US Borrower, Deutsche
Bank AG, London Branch, J.P. Morgan Plc, The Royal Bank of Scotland Plc and
Goldman Sachs International as Bookrunners and Mandated Lead Arrangers,
Deutsche Bank AG, London Branch as Facility Agent, Deutsche Bank AG, London
Branch as Security Trustee, GE Corporate Banking Europe SAS as Administrative
Agent and the financial and other institutions named in it as Lenders.


 


“Existing
Senior Secured Notes” means the 6.50% dollar denominated senior
secured notes due 2018 and the 7.00% sterling denominated senior secured notes
due 2018, in each case, issued by Virgin Media Secured Finance PLC.


 


“Existing
UKTV Group Loan Stock” means the loan stock and redeemable
preference shares issued by members of the UKTV Group, details of which are set
out in Part 5 of Schedule 10 (Existing UKTV Group Loan
Stock).


 


“Existing
Vendor Financing Arrangements” means each of the existing finance
leases and vendor financing arrangements existing as at the date of the
Agreement, details of which are set out in Part 7 of Schedule 10 (Existing Vendor Financing Arrangements).


 


“Expiry Date”
means, in relation to any Documentary Credit granted under this Agreement, the
date stated in it to be its expiry date or the latest date on which demand may
be made under it being a date falling on or prior to the Final Maturity Date in
respect of the Revolving Facility.


 


“Facilities”
means the A Facility, any Additional Facility, any B Facility, the Revolving
Facility, any Ancillary Facility and any Documentary Credit granted to the
Borrowers under this Agreement, and “Facility” means
any of them, as the context may require.


 


“Facility
Agent’s Spot Rate of Exchange” means, in relation to two currencies,
the Facility Agent’s spot rate of exchange for the purchase of the
first-mentioned currency with the second-mentioned currency in the London
foreign exchange market at or about 11 a.m. on a particular day.


 


“Facility
Office” means the office notified by a Lender to the Facility Agent
in writing on or before the date it becomes a Lender or, following that date, (i)
by not less than 5 Business Days written notice as the office through which it
will perform its obligations under this Agreement where the office is situated
in Financial Action Task Force countries, or (ii) with the prior written
consent of the Facility Agent, an office through which it will perform its
obligations under this Agreement situated in non-Financial Action Task Force
countries.


 


“Fee Letters”
means the A Facility Fee Letter, any B Facility Fee Letter and the other fee
letters referred to in Clauses 16.2 (Arrangement and Underwriting
Fee), 16.3 (Agency Fee) and
16.5 (L/C Bank Fee).


 


“Final
Maturity Date” means:


 


(a)         in respect of the Revolving Facility, 30 June 2015;


 


(b)         in respect of an Additional Facility, as agreed by the
Company and the relevant Additional Facility Lenders in the relevant Additional
Facility Accession Deed, but subject to Clause 2.5 (Additional
Facility);


 


(c)         in respect of the A Facility, 30 June 2015; and


 


23

















 


(d)         in respect of a B Facility, the date set out in the relevant
B Facility Accession Deed, which shall be no earlier than 31 December 2015.


 


“Finance
Documents” means:


 


(a)         any Relevant Finance Document;


 


(b)         any Senior Secured Notes Documents; and


 


(c)         any other agreement or document designated a “Finance
Document” in writing by the Facility Agent and the Company.


 


“Finance
Lease” means a lease treated as a capital or finance lease pursuant
to GAAP.


 


“Finance
Parties” means the Facility Agent, the Arrangers, the Bookrunners,
the Security Trustee, the Lenders and each Hedge Counterparty, the holders of
any Senior Secured Notes and the trustees and/or other agents in respect of any
Senior Secured Notes and “Finance Party”
means any of them.


 


“Financial
Action Task Force” means the Financial Action Task Force on Money
Laundering, an inter-governmental body, the purpose of which is the development
and promotion of policies, at both national and international levels, to combat
money laundering.


 


“Financial
Indebtedness” means, without double counting, any Indebtedness for
or in respect of:


 


(a)         moneys borrowed;


 


(b)         any amount raised by acceptance under any acceptance credit
facility;


 


(c)         any amount raised pursuant to any note purchase facility or
the issue of bonds, notes, debentures, loan stock or any similar instrument
(but not, in any case, Trade Instruments) (for the avoidance of doubt excluding
any loan notes or similar instruments issued solely by way of consideration for
the acquisition of assets in order to defer capital gains or equivalent taxes where
such loan notes or similar instruments are not issued for the purpose of
raising finance);


 


(d)         the principal portion of any liability in respect of any
Finance Lease;


 


(e)         receivables sold or discounted (other than any receivables
to the extent they are sold on a non-recourse basis);


 


(f)          the amount of any liability in respect of any purchase price
for assets or services the payment of which is deferred for a period in excess
of 150 days in order to raise finance or to finance the acquisition of those
assets or services;


 


(g)         any amount raised under any other transaction (including any
forward sale or purchase agreement) required to be accounted for as
indebtedness in accordance with GAAP;


 


(h)         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 shall be taken into account, provided that for the purposes of
Clause 27.5 (Cross Default), only the net
amount not paid or which is payable by the relevant member of the Group shall
be included);


 


24

















 


(i)          any amount raised pursuant to any issue of shares which are
expressed to be redeemable (other than at the option of the issuer) in cash
(other than redeemable shares in respect of which the redemption is prohibited
until after repayment in full of all Outstandings under the Facilities);


 


(j)          any counter-indemnity obligation in respect of a guarantee,
indemnity, bond, standby or documentary letter of credit or any other
instrument (but not, in any case, Trade Instruments) issued by a bank or
financial or other institution; or


 


(k)         the amount of any liability in respect of any guarantee or
indemnity for the Financial Indebtedness of another person referred to in
paragraphs (a) to (j) above.


 


“Financial
Officer” means the Chief Financial Officer, the Deputy Chief
Financial Officer, the Assistant Treasurer, the Controller or the Group
Treasurer, in each case, of the Company or of the Group, or any similar officer
of the Company or of the Group.


 


“Financial
Quarter” has the meaning given to such term in Clause 23.1 (Financial Definitions).


 


“Financial
Support Direction” means a financial support direction issued by the
Pensions Regulator under Section 43 of the Pensions Act 2004.


 


“Fitch”
means Fitch Ratings or any successor thereof.


 


“Foreign
Pension Plan” means any plan, fund (including, without limitation,
any superannuation fund) or other similar program established or maintained
outside the United States by any member of the Group for the benefit of
employees of any member of the Group residing outside the United States, which
plan, fund or other similar program provides, or results in, retirement income,
a deferral of income in contemplation of retirement or payments to be made upon
termination of employment, and which plan is not subject to ERISA or the Code.


 


“Funded
Excluded Subsidiary” means, in respect of a Funding Passthrough, a
Bank Group Excluded Subsidiary or any person in which a member of the Bank
Group owns an interest but which is not a member of the Bank Group which:


 


(a)         indirectly receives funding from a Bank Holdco; and/or


 


(b)         by way of dividend or other distribution, loan or payment of
interest on or the repayment of the principal amount of any indebtedness owed
by it, directly or indirectly, makes a payment to a Bank Holdco.


 


“Funding
Passthrough” means a series of transactions between a Bank Holdco,
one or more members of the Bank Group and a Funded Excluded Subsidiary where:


 


(a)         in the case of funding being provided by a Bank Holdco to
the Funded Excluded Subsidiary, that funding is:


 


(i)          first
made available by the Bank Holdco to (in the case of the Parent) the Company
or, one of its Subsidiaries (other than in the case of Virgin Media
Communications, the Parent or any of its Subsidiaries) by way of the
subscription for new securities, capital contribution or Subordinated Funding;


 


(ii)         secondly
(if relevant) made available by the recipient of the Funding Passthrough under (i)
above, to a member of the Bank Group (other than the Company) which may be
followed by one or more transactions between 


 


25

















 


members of the
Bank Group (other than the Company) and finally made available by a member of
the Bank Group (other than the Company) to the Funded Excluded Subsidiary in
all such cases by way of either the subscription for new securities, the
advancing of loans or capital contribution; or


 


(b)         in the case of a payment to be made by the Funded Excluded
Subsidiary to a Bank Holdco that payment is:


 


(i)          first
made by the Funded Excluded Subsidiary to a member of the Bank Group, and
thereafter is made between members of the Bank Group (as relevant), by way of
dividend or other distribution, loan or payment of interest on or the repayment
of the principal amount of any indebtedness owed by such Funded Excluded
Subsidiary or relevant member of the Bank Group; and


 


(ii)         finally
made by the Company to the Parent or by one of the Subsidiaries of Virgin Media
Communications (other than the Parent or any of its Subsidiaries) to Virgin
Media Communications by way of dividend or other distribution, loan or the
payment of interest on or the repayment of the principal amount of any loan
made by way of Subordinated Funding.


 


“GAAP”
means accounting principles generally accepted in the United States.


 


“Group”
means:


 


(a)         for the purposes of Clause 22.1 (Financial
Statements), Clause 22.3 (Budget) and
Clause 23 (Financial Condition) and any
other provisions in this Agreement using the terms defined in Clause 23 (Financial Condition):


 


(i)          the
Ultimate Parent and its Subsidiaries from time to time; and


 


(ii)         NTL
South Herts, for so long as a member of the Group is the general partner of
South Hertfordshire United Kingdom Fund, Ltd. or if it becomes a wholly-owned
Subsidiary of the Group; and


 


(b)         for all other purposes, the Ultimate Parent and its
Subsidiaries from time to time.


 


“Group
Business” means the provision of broadband and communications
services, including:


 


(a)         residential telephone, mobile telephone, cable television
and Internet services, including wholesale Internet access solutions to
Internet service providers;


 


(b)         data, voice and Internet services to large businesses,
public sector organisations and small and medium sized enterprises;


 


(c)         national and international communications transport services
to communications companies; and


 


(d)         the provision of Content,


 


and any related ancillary or
complementary business to any of the services described above.


 


“Group
Intercreditor Agreement” means the intercreditor agreement dated 3 March 2006
between, among others, certain of the Obligors, other members of the Group and
the Relevant Finance Parties.


 


26

















 


“Group
Structure Chart” means the structure chart relating to the Group,
which has been delivered to the Facility Agent on or prior to the Original
Execution Date or any updated group structure chart which is delivered to the
Facility Agent pursuant to Clause 24.14 (Group Structure Chart)
from time to time.


 


“Guarantors”
means:


 


(a)         for the purposes of Clause 29 (Guarantee
and Indemnity), the Parent, the Original Guarantors and any Acceding
Guarantors; and


 


(b)         for the purposes of any other provision of the Relevant
Finance Documents, the Original Guarantors and any Acceding Guarantors,


 


and “Guarantor”
means any one of them as the context requires, provided that in either case,
such person has not been released from its rights and obligations as a
Guarantor hereunder pursuant to Clause 44.5 (Release of
Guarantees and Security).


 


“Hazardous
Substance” means any waste, pollutant, contaminant or other
substance (including any liquid, solid, gas, ion, living organism or noise)
that may be harmful to human health or other life or the Environment.


 


“Hedge
Counterparty” means any counterparty which is a party to a Hedging
Agreement entered into for the purposes of Clause 24.9 (Hedging)
and has acceded to the Group Intercreditor Agreement and the HYD Intercreditor
Agreement and “Hedge Counterparties” means all
such counterparties.


 


“Hedging
Agreement” means any agreement in respect of an interest rate swap,
currency swap, forward foreign exchange transaction, cap, floor, collar or
option transaction or any other treasury transaction or any combination of it
or any other transaction entered into in connection with protection against or
benefit from fluctuation in any rate or price.


 


“High Yield
Notes” means the Existing High Yield Notes, any Additional High
Yield Notes and any High Yield Refinancing.


 


“High Yield
Refinancing” means any Financial Indebtedness incurred by the Parent
for the purposes of refinancing all or a portion of the Existing High Yield
Notes and/or any Additional High Yield Notes and/or any High Yield Refinancing
and/or any Senior Secured Notes and/or the Convertible Senior Notes and/or any
Financial Indebtedness permitted to be incurred or outstanding pursuant to
Clause 25.4 (Financial Indebtedness), in each
case, including any Financial Indebtedness incurred for the purpose of the
payment of all principal, interest, fees, expenses, commissions, make-whole and
any other contractual premium payable under such Financial Indebtedness being
refinanced and any reasonable fees, costs and expenses incurred in connection
with such refinancing, in respect of which the following terms apply:


 


(a)         the final maturity date or redemption date of such
refinancing occurs on or after the scheduled redemption date in respect of the
Financial Indebtedness being refinanced;


 


(b)         the average life of the High Yield Refinancing is not less
than (or, in respect of a refinancing in part, is equal to) the remaining
average life of the Financial Indebtedness being refinanced, as at the time of
such refinancing;


 


(c)         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);


 


27

















 


(d)         it is unsecured; and


 


(e)         if such Financial Indebtedness is guaranteed, it is not
guaranteed by any member of the Bank Group other than the Company and/or
Intermediate Holdco, provided that any such guarantee or guarantees so provided
are (i) granted on subordination and release terms substantially the same
as the existing guarantees of the Company and Intermediate Holdco in favour of
the Existing High Yield Notes and (ii) subject to the terms of the HYD
Intercreditor Agreement or a Supplemental HYD Intercreditor Agreement.


 


“Holding
Company” of a company means a company of which the first-mentioned
company is a Subsidiary.


 


“HYD
Intercreditor Agreement” means the intercreditor agreement dated 13 April 2004
between certain of the Obligors, the Relevant Finance Parties and the indenture
trustee in respect of the Existing High Yield Notes.


 


“IFRS”
means international accounting standards within the meaning of IAS Regulation
1606/2002 to the extent applicable to the relevant financial statements.


 


“Impaired
Agent” means the Facility Agent at any time when:


 


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


 


(b)         the Facility Agent otherwise rescinds or repudiates a
Relevant Finance Document;


 


(c)         (if the Facility Agent is also a Lender) it is a Defaulting
Lender under paragraph (a) or (b) of the definition of “Defaulting
Lender”; or


 


(d)         an Insolvency Event has occurred and is continuing with
respect to the Facility Agent,


 


unless, in the case of
paragraph (a) above:


 


(i)          its
failure to pay is caused by:


 


(A) administrative
or technical error; or


 


(B) a
Disruption Event; and


 


payment is made
within 3 Business Days of its due date; or


 


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


 


“Increase
Confirmation” means a confirmation substantially in the form set out
in Schedule 13 (Form of Increase Confirmation).


 


“Increased
Cost” means:


 


(a)         any reduction in the rate of return from a Facility or on a
Relevant Finance Party’s (or an Affiliate’s) overall capital;


 


(b)         any additional or increased cost; or


 


28

















 


(c)         any reduction of any amount due and payable under any
Relevant Finance Document,


 


which is incurred or suffered
by a Relevant Finance Party or any of its Affiliates to the extent that it is
attributable to that Relevant Finance Party having agreed to make available its
Commitment or having funded or performed its obligations under any Relevant
Finance Document.


 


“Increase
Lender” has the meaning set out in Clause 2.2(a)(ii) (Increase).


 


“Indebtedness”
means any obligation (whether incurred as principal or as surety) for the
payment or repayment of money, whether present or future, actual or contingent
(including interest and other charges relating to it).


 


“Information
Memorandum” means the information memorandum to be dated on or
around the Original Execution Date and approved by the Company concerning the
Obligors which, at the request of the Company and on its behalf, has been or
will be prepared in relation to the Facilities and the business, assets,
financial condition and prospects of the Group and which will be made available
by the Mandated Lead Arrangers pursuant to the terms of the B Facility
Syndication Letter to selected banks and other institutions for the purpose of
syndicating the B Facilities, as supplemented by the reports of the Ultimate
Parent publicly filed with the SEC, including without limitation the Annual
Report on Form 10-K dated 26 February 2010.


 


“Insolvency
Event” in relation to a Relevant Finance Party means that the
Relevant Finance Party:


 


(a)         is dissolved (other than pursuant to a consolidation,
amalgamation or merger);


 


(b)         becomes insolvent or is unable to pay its debts or fails or
admits in writing its inability generally to pay its debts as they become due;


 


(c)         makes a general assignment, arrangement or composition with
or for the benefit of its creditors;


 


(d)         institutes or has instituted against it, by a regulator,
supervisor or any similar official with primary insolvency, rehabilitative or
regulatory jurisdiction over it in the jurisdiction of its incorporation or
organisation or the jurisdiction of its head or home office, a proceeding
seeking a judgment of insolvency or bankruptcy or any other relief under any
bankruptcy or insolvency law or other similar law affecting creditors’ rights,
or a petition is presented for its winding-up or liquidation by it or such
regulator, supervisor or similar official;


 


(e)         has instituted against it a proceeding seeking a judgment of
insolvency or bankruptcy or any other relief under any bankruptcy or insolvency
law or other similar law affecting creditors’ rights, or a petition is
presented for its winding-up or liquidation, and, in the case of any such proceeding
or petition instituted or presented against it, such proceeding or petition is
instituted or presented by a person or entity not described in paragraph (d) above
and:


 


(i)          results
in a judgment of insolvency or bankruptcy or the entry of an order for relief
or the making of an order for its winding-up or liquidation; or


 


(ii)         is
not dismissed, discharged, stayed or restrained in each case within 30 days of
the institution or presentation thereof;


 


29
















 


(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;


 


(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;


 


(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; or


 


(j)          takes any action in furtherance of, or indicating its
consent to, approval of, or acquiescence in, any of the foregoing acts.


 


“Inspecting
Party” has the meaning given to such term in Clause 22.6 (Access).


 


“Instructing
Group” means:


 


(a)         for the purposes of Clause 27.17 (Acceleration):


 


(i)          before
any Utilisation of the Facilities under this Agreement, a Lender or group of
Lenders whose Available Commitments amount in aggregate to more than 662/3% of the Available
Facilities; and


 


(ii)         thereafter,
a Lender or group of Lenders to whom in aggregate more than 662/3% of the aggregate
amount of the Outstandings are (or if there are no Outstandings at such time,
immediately prior to their repayment, were then) owed,


 


in each case,
calculated in accordance with the provisions of Clause 44.7 (Calculation of Consent); and


 


(b)         for all other purposes under this Agreement:


 


(i)          before
any Utilisation of the Facilities under this Agreement, a Lender or group of
Lenders whose Available Commitments amount in aggregate to more than 662/3% of the Available
Facilities; and


 


(ii)         thereafter,
a Lender or group of Lenders to whom in aggregate more than 662/3% of the aggregate
amount of the Outstandings are (or if there are no Outstandings at such time,
immediately prior to their repayment, were then) owed,


 


in each case,
calculated in accordance with the provisions of Clause 44.7 (Calculation of Consent), provided that to
the extent the terms of an Additional Facility vary from the terms of this
Agreement:


 


(A)        the relevant
Lenders under the applicable Additional Facility shall not be entitled to vote
on any matters (including on any consent and/or waiver) with respect to any
provisions of this Agreement that do not equally apply to such Additional
Facility in which case the relevant Additional 


 


30

















 


Facility Commitments and any
related Additional Facility Outstandings shall be excluded from the calculation
of the requisite percentage under paragraphs (b)(i) and (ii) above;


 


(B)        the relevant
Lenders under the applicable Additional Facility shall be entitled to vote on
any matters (including on any consent and/or waiver) with respect to any
provisions of this Agreement that equally apply to such Additional Facility in
which case the relevant Additional Facility Commitments and any related Additional
Facility Outstandings shall be included in the calculation of the requisite
percentage under paragraphs (b)(i) and (ii) above; and


 


(C)        only the relevant
Lenders under the applicable Additional Facility shall be entitled to vote on
any matters (including any consent and/or waiver) with respect to any
provisions that solely apply to such Additional Facility or Additional
Facilities in which case only the relevant Commitments and any related
Outstandings under such Additional Facility or Additional Facilities shall be
included in the calculation of the requisite percentage under paragraphs (b)(i)
and (ii) above,


 


and provided further that, in
each case of paragraphs (a) and (b) above, for the purposes of any
references in the HYD Intercreditor Agreement to the definition of “Instructing
Group” in this Agreement, “Instructing Group” means Instructing Party as
defined in the Group Intercreditor Agreement.


 


“Intellectual
Property Rights” means any patent, trade mark, service mark,
registered design, trade name or copyright or any license to use any of the
same.


 


“Interest”
has the meaning given to such term in Clause 23.1 (Financial
Definitions).


 


“Interest
Coverage Ratio” has the meaning given to such term in paragraph (b) of
Clause 23.2 (Ratio).


 


“Interest Period”
means, save as otherwise provided in this Agreement, any of those periods
mentioned in Clause 14.1 (Interest Periods for Term
Facility Advances).


 


“Intermediate
Holdco” means Virgin Media Investments Limited, a company
incorporated in England and Wales under registered number 7108297 and having
its registered office at 160 Great Portland Street, London W1W 5QA.


 


“Intra-Group
Services” means:


 


(a)         the sale of programming or other Content by any member(s) of
the Group to one or more members of the Bank Group on arms’ length terms;


 


(b)         the lease or sublease of office space, other premises or
equipment on arms’ length terms by one or more members of the Bank Group to one
or more members of the Group or by one or more members of the Group to one or
more members of the Bank Group;


 


(c)         the provision or receipt of other services, facilities or
other arrangements (in each case not constituting Financial Indebtedness) in
the ordinary course of business, by or from one or more members of the Bank
Group to or from one or more members of the Group including, without
limitation, (i) the employment of personnel, (ii) provision of
employee healthcare or other benefits, (iii) acting as agent to buy equipment,
other assets or services or to trade with residential or business customers,
and (iv) the 


 


31

















 


provision
of audit, accounting, banking, IT, telephony, office, administrative,
compliance, payroll or other similar services provided that the consideration
for the provision thereof is, in the reasonable opinion of the Company, no less
than Cost; and


 


(d)         the extension, in the ordinary course of business and on
terms no less favourable to the relevant member of the Bank Group than arms’
length terms, by or to any member of the Bank Group to or by any such member of
the Group of trade credit not constituting Financial Indebtedness in relation
to the provision or receipt of Intra-Group Services referred to in paragraphs (a),
(b) or (c) above.


 


“ISDA”
means the International Swaps & Derivatives Association, Inc.


 


“ITA”
means the Income Tax Act 2007.


 


“Joint
Venture” means any joint venture, partnership or similar arrangement
between any member of the Bank Group and any other person that is not a member
of the Bank Group.


 


“Joint
Venture Group” means any Joint Venture and its subsidiaries from
time to time, including the UKTV Group.


 


“Law”
means:


 


(a)         common or customary law;


 


(b)         any constitution, decree, judgment, legislation, order,
ordinance, regulation, statute, treaty or other legislative measure in any
jurisdiction; and


 


(c)         any directive, regulation, practice, requirement which has
the force of law and which is issued by any governmental body, agency or
department or any central bank or other fiscal, monetary, regulatory,
self-regulatory or other authority or agency.


 


“L/C Bank”
means the Original L/C Bank and any other Lender which has been appointed as an
L/C Bank in accordance with Clause 5.11 (Appointment and Change of
L/C Bank) and which has not resigned in accordance with paragraph (c)
of Clause 5.11 (Appointment and Change of L/C Bank).


 


“L/C Bank
Accession Certificate” means a duly completed accession certificate
in the form set out in Schedule 11 (Form of L/C Bank Accession
Certificate).


 


“L/C Lender”
has the meaning set out in Clause 5.1(b) (Issue of
Documentary Credits).


 


“L/C
Proportion” means, in relation to a Lender in respect of any
Documentary Credit and save as otherwise provided in this Agreement, the
proportion (expressed as a percentage) borne by such Lender’s Available
Revolving Facility Commitment to the Available Revolving Facility immediately
prior to the issue of such Documentary Credit.


 


“Legal
Opinions” means any of the legal opinions referred to in paragraph 9
of Part 1 of Schedule 3 (Conditions Precedent to
First Utilisation) and paragraph 2 of Part 4 of Schedule 5 (Accession Documents) delivered pursuant to Clause 3.1 (Conditions Precedent) and Clause 26 (Acceding
Group Companies), respectively.


 


“Lender”
means:


 


(a)         an Original Lender;


 


32

















 


(b)         a person (including each L/C Bank and each Ancillary
Facility Lender) which has become a party to this Agreement as a Lender in
accordance with the provisions of Clause 37 (Assignments
and Transfers);


 


(c)         a person which has become a party to this Agreement as a
Lender by executing a B Facility Accession Deed; or


 


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


 


which in each case has not ceased
to be a Lender in accordance with the terms of this Agreement.


 


“Leverage
Ratio” has the meaning given to such term in paragraph (a) of Clause
23.2 (Ratios).


 


“LIBOR”
means, in relation to any amount to be advanced to or owed by an Obligor under
this Agreement in a currency (other than euro) on which interest for a given
period is to accrue:


 


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


 


(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 “Relevant Page”, 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 am on the Quotation
Date for such period.


 


“Liquidation
Transfer” has the meaning given to such term in Clause 25.18(a) (Internal Reorganisations).


 


“Major Event
of Default” means an Event of Default arising under any of the
following provisions:


 


(a)         Clause 27.1 (Non-Payment);


 


(b)         Clause 27.2 (Covenants);


 


(c)         Clause 27.5 (Cross Default);


 


(d)         Clause 27.6 (Insolvency);


 


(e)         Clause 27.7 (Winding-up);


 


(f)          Clause 27.8 (Execution or Distress);


 


(g)         Clause 27.9 (Similar Events);


 


(h)         Clause 27.10 (Repudiation);


 


(i)          Clause 27.11 (Illegality);


 


(j)          Clause 27.12 (Intercreditor Default);
and


 


33

















 


(k)         Clause 27.14 (Material Adverse Effect).


 


“Mandatory
Cost” means the percentage rate per annum calculated by the Facility
Agent in accordance with Schedule 7 (Mandatory Cost Formula).


 


“Margin Stock”
shall have the meaning provided in Regulation U.


 


“Marketable
Securities” means any security which is listed on any publicly
recognised stock exchange and which has, or is issued by a company which has, a
capitalisation of not less than £1 billion (or its equivalent in other
currencies) as at the time such Marketable Securities are acquired by any
member of the Bank Group by way of consideration for any disposal permitted
under Clause 25.6 (Disposals).


 


“Market
Disruption Event” has the meaning given to such term in clause 15.2(c)
(Market Disruption).


 


“Material
Adverse Effect” means a material adverse change in:


 


(a)         the financial condition, assets or business of the Obligors
(taken as a whole); or


 


(b)         the ability of any Obligor to perform and comply with its
payment or other material obligations under any Relevant Finance Document
(taking into account the resources available to such Obligor from any other
member of the Bank Group).


 


“Material
Subsidiary” means, at any time, a member of the Bank Group whose
contribution to Consolidated Operating Cashflow (on a consolidated basis if it
has Subsidiaries) represents at least 5% of the Consolidated Operating Cashflow
calculated by reference to the most recent financial statements of the Bank
Group delivered pursuant to paragraph (b)(ii) of Clause 22.1 (Financial Statements).


 


“Maturing
Advance” has the meaning given to such term in Clause 8.2 (Rollover Advances).


 


“Merged
Entity” has the meaning given to such term in Clause 25.8(e) (Mergers).


 


“Moody’s”
means Moody’s Investor Services, Inc. or any successor thereof.


 


“Multiemployer
Plan” shall mean any multiemployer plan as defined in Section 4001(a)(3)
of ERISA, which is maintained or contributed to by (or to which there is an
obligation to contribute of) any member of the Group or an ERISA Affiliate, and
each such plan for the five year period immediately following the latest date
on which any member of the Group or an ERISA Affiliate maintained, contributed to
or had an obligation to contribute to such plan.


 


“Necessary
Authorisations” means all Authorisations (including Environmental
Licences and any Authorisations issued pursuant to or any deemed Authorisations
under any Statutory Requirements) of any person including any government or
other regulatory authority required by applicable Law to enable it to:


 


(a)         lawfully enter into and perform its obligations under the
Relevant Finance Documents to which it is party;


 


(b)         ensure the legality, validity, enforceability or
admissibility in evidence in England and, if different, its jurisdiction of
incorporation or establishment, of such Relevant Finance Documents to which it
is party; and


 


(c)         carry on its business from time to time.


 


34

















 


“Net Proceeds”
means:


 


(a)         any cash proceeds received by any member of the Bank Group
(including, when received, any cash proceeds received by way of deferred
instalment of purchase price or from the sale of Cash Equivalent Investments or
Marketable Securities acquired by any member of the Bank Group in consideration
for any Disposal as contemplated under Clause 25.6 (Disposals)
but excluding any repayment of any loan or Financial Indebtedness in connection
therewith) from any Disposal after deducting:


 


(i)          all
taxes paid or reasonably estimated by such member of the Bank Group to be
payable by any member of the Bank Group as a result of that Disposal;


 


(ii)         all
reasonable fees, commissions, costs and expenses incurred by such member of the
Bank Group in arranging or effecting that Disposal, including, without
limitation, any amount required to be paid by any member of the Bank Group to
any proprietor of any intellectual property rights (not being a member of the
Bank Group) (including intellectual property licences) related to the assets
disposed of where such payment is on arms’ length terms and is required to
enable such intellectual property rights to be transferred with such assets to
the extent necessary to facilitate the applicable Disposal and any related
redundancy, relocation and restructuring costs (as evidenced in reasonable
detail to the Facility Agent on request);


 


(iii)        in
the case of a Disposal effected by a member of the Bank Group other than a
Borrower, such provision as is reasonable for all costs and taxes (after taking
into account all available credits, deductions and allowances) incurred by the
Bank Group to a person other than a member of the Bank Group and fairly
attributable to up streaming the cash proceeds to a Borrower or making any
distribution in connection with such proceeds to enable them to reach a
Borrower;


 


(iv)        any
cash proceeds which are to be applied towards discharging any Encumbrance over
such asset;


 


(v)         in
the case of a Disposal of a non-wholly-owned Subsidiary or Joint Venture, to
the extent received by any member of the Bank Group, any cash proceeds
attributable to any interest in such Subsidiary or Joint Venture owned by any
person other than a member of the Bank Group;


 


(vi)        any
amounts reserved for any possible warranty or indemnity claim in relation to
any Disposal provided that such amounts shall be added back to Net Proceeds
once any such reserve is reversed; and


 


(b)         the cash proceeds received by any member of the Bank Group
of any claim for loss or destruction of or damage to the property of a member
of the Bank Group under any insurance policy after deducting any such proceeds
relating to the third party or public liability claims which are applied
towards meeting such claims (and, for the avoidance of doubt, excluding any
proceeds received for any claim under any business interruption or similar
insurance) and any reasonable costs incurred in recovering the same.


 


“New Equity”
means a subscription for capital stock of the Ultimate Parent or any other form
of equity contribution to the Ultimate Parent, in each case, where such
subscription or contribution does not result in a Change of Control.


 


35

















 


“New Lender”
has the meaning given to such term in Clause 37.5 (Assignments
or Transfers by Lenders).


 


“Non-Acceptable
L/C Lender” means a Lender under the Revolving Facility which the
Facility Agent has determined:


 


(a)         is not an Acceptable Bank within the meaning of paragraph (a) of
the definition of “Acceptable Bank” (other than a Lender which each L/C Bank
has agreed is acceptable to it notwithstanding that fact or an Original
Lender); or


 


(b)         is a Defaulting Lender; or


 


(c)         has failed to make (or has notified the Facility Agent that
it will not make) a payment to be made by it under Clause 29.2 (Indemnity) or Clause 30.10 (Lender’s
Indemnity) or any other payment to be made by it under the Relevant
Finance Documents to or for the account of any other Relevant Finance Party in
its capacity as Lender by the due date for payment unless the failure to pay
falls within the description of any of those items set out at (i) — (ii) of the
definition of Defaulting Lender.


 


“Non-Consenting
Lender” is a Lender which does not agree to a consent to an
amendment to, or a waiver of, any provision of the Relevant Finance Documents
where:


 


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


 


(b)         the consent or amendment in question requires the agreement
of the Lenders affected thereby pursuant to Clause 44.2 (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 Company has notified the Lender it will treat it as a
Non-Consenting Lender.


 


“Non-Funding
Lender” is either:


 


(a)         a Lender which fails to comply with its obligation to
participate in any Advance where:


 


(i)          all
conditions to the relevant Utilisation (including without limitation, delivery
of a Utilisation Request) have been satisfied or waived by an 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
Company has notified the Lender that it will treat it as a Non-Funding Lender;


 


(b)         a Lender which has given notice to a Borrower or the
Facility Agent that it will not make, or it has disaffirmed or repudiated any
obligation to participate in, an Advance; or


 


(c)         a Defaulting Lender.


 


“Non-Bank
Group Member” has the meaning given to such term in
Clause 24.12(f) (Further Assurance).


 


36

















 


“Notifiable
Debt Purchase Transaction” has the meaning given to such term in
Clause 38  (Debt
Purchase Transactions).


 


“NTL South
Herts” means NTL (South Hertfordshire) Limited, a company
incorporated in England and Wales with registered number 2401044.


 


“Obligors”
means the Borrowers and the Guarantors and “Obligor”
means any of them.


 


“Obligors’
Agent” means the Company in its capacity as agent for the Parent and
the Obligors pursuant to Clause 30.17 (Obligors’ Agent).


 


“Optional
Currency” means, in relation to any Advance, any currency other than
euro, Dollars and Sterling which:


 


(a)         is readily available to banks in the London interbank
market, and is freely convertible into Sterling on the Quotation Date and the
Utilisation Date for the relevant Advance; and


 


(b)         has been approved by the Facility Agent (acting on the
instructions of all the Lenders) on or prior to receipt by the Facility Agent
of the relevant Utilisation Request.


 


“Original Borrower” means each of the Company, Virgin Media
Limited, VM Wholesale, UK Newco and VMIH Sub


 


“Original
Company” has the meaning given to such term in Clause 25.13(k) (Acquisitions and Investments).


 


“Original
Entity” has the meaning given to such term in Clause 25.8(e) (Mergers).


 


“Original
Execution Date” means 16 March 2010.


 


“Original
Financial Statements” means the audited consolidated financial
statements of the Ultimate Parent for the financial year ended 31 December 2009.


 


“Original
Guarantor” means each of the companies and partnerships listed in Part
1 of Schedule 2 (The Original Guarantors) which
are signatories to this Agreement on the Original Execution Date or which will
accede to this Agreement on or prior to the first Utilisation Date and which,
in each case, has not ceased to be a party to this Agreement in accordance with
the terms of this Agreement.


 


“Original
Lender” means a person (including each L/C Bank and each Ancillary
Facility Lender) which is named in Part 1 of Schedule 1 (Lenders and Commitments).


 


“Original
Obligors” means the Original Borrowers and the Original Guarantors.


 


“Original
Security Documents” means the security documents listed in Schedule
9 (Original Security Documents).


 


“Outstanding
L/C Amount” means:


 


(a)         each sum paid or payable by an L/C Bank to a Beneficiary
pursuant to the terms of a Documentary Credit; and


 


(b)         all liabilities, costs (including, without limitation, any
costs incurred in funding any amount which falls due from an L/C Bank under a
Documentary Credit), claims, losses and expenses which an L/C Bank (or any of
the L/C Lenders) incurs or sustains in connection with a Documentary Credit,


 


37

















 


in each case which has not been
reimbursed or in respect of which cash cover has not been provided by or on
behalf of a relevant Borrower.


 


“Outstandings”
means, at any time, the Term Facility Outstandings, the Revolving Facility
Outstandings and any Ancillary Facility Outstandings.


 


“Paper Form Lender”
has the meaning given to such term in Clause 41.3(b) (Use of Websites/E-mail).


 


“Parent Debt”
means any Financial Indebtedness of the Ultimate Parent or one or more of its
Subsidiaries (other than a member of the Bank Group) in the form of:


 


(a)         Convertible Senior Notes and/or any Financial Indebtedness
incurred after the Original Execution Date that refinances such notes in whole
or in part;


 


(b)         High Yield Notes; and/or


 


(c)         any
Financial Indebtedness incurred after the
Original Execution Date  that could have been incurred by any
member of the Bank Group pursuant to Clause 25.4 (Financial Indebtedness)
at the time of
the incurrence of such Financial Indebtedness,


 


provided that, in
respect of any such Financial Indebtedness incurred after the Original
Execution Date, such Financial Indebtedness is designated as “Parent Debt” by
written notice from the Company to the Facility Agent and the Security Trustee
within 15 days of any such incurrence.


 


“Parent
Intercompany Debt” means any Financial Indebtedness owed by any
member of the Bank Group to the Ultimate Parent or to its Subsidiaries (other
than another member of the Bank Group) from time to time and:


 


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


 


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


 


(c)         if such Financial Indebtedness is in form of a guarantee,
then such guarantee is not given by any member of the Bank Group other than the
Company and/or Intermediate Holdco provided that any such guarantee so provided
is (i) on subordination and release terms substantially the same as the
existing guarantees of Company and Holdco in favour of the Existing High Yield
Notes and (ii) subject to the terms of the HYD Intercreditor Agreement or
Supplemental HYD Intercreditor Agreement.


 


“Participating
Employers” means the Company and any members of the Group which
participate or have at any time participated in a UK Pension Scheme.


 


“Participating
Member State” means any member of the European Community that at the
relevant time has adopted the euro as its lawful currency in accordance with
legislation of the European Community relating to Economic and Monetary Union.


 


“Patriot Act”
has the meaning given to such term in Clause 41.7 (Patriot Act).


 


“PAYE”
means The Pay As You Earn System provided for at Part 11 Income Tax
(Earnings and Pensions) Act 2003 and related regulations, as also extended to
the collection of National Insurance Contributions.


 


38

















 


“Paying
Lender” has the meaning given to such term in Clause 6.3(g) (Ancillary Facility Default).


 


“PBGC” means the Pension Benefit
Guaranty Corporation established pursuant to section 4002 of ERISA, or any
successor to it.


 


“Pensions
Regulator” means the body corporate established under Part 1 of
the Pensions Act 2004.


 


“Permitted
Acquisition” has the meaning given to such term in Clause 25.13(m) (Acquisitions and Investments).


 


“Permitted
Auditors” means any of Pricewaterhouse Coopers, Ernst &
Young, Deloitte & Touche or KPMG or any of their respective successors
or any other internationally recognised firm of accountants.


 


“Permitted
Joint Venture Net Operating Cash Flow” has the meaning given to such
term in Clause 23.1 (Financial Definitions).


 


“Permitted
Joint Venture Proceeds” has the meaning given to such term in
Clause 23.1 (Financial Definitions).


 


“Permitted
Joint Ventures” means any Joint Venture permitted under
Clause 25.9 (Joint Ventures) that the Company
designates as such by giving notice in writing to the Facility Agent.


 


“Permitted
Payments” means:


 


(a)         the payment of any dividend, payment, loan or other
distribution, or the repayment of a loan or the redemption of loan stock or
redeemable equity made, at any time, to fund the payment of expenses (including
taxes and the buy back of stock from employees) by any member of the Group the
aggregate amount of such payments being no greater than £35 million (or its
equivalent) in each financial year; provided that any amount of such basket
amount that remains unused at the end of any financial year may be carried
forward and used to fund such payment in the following financial year at the
Obligors’ discretion (and any such amount carried forward will be treated as
having been utilised before the original basket amount available in such
following financial year);


 


(b)         the payment of any dividend, payment, loan or other
distribution, or the repayment of a loan, or the redemption of loan stock or
redeemable equity, in each case, which is required in order to facilitate the making
of payments by any member of the Group and to the extent required:


 


(i)          by
the terms of the Relevant Finance Documents;


 


(ii)         by
the terms of the Senior Secured Notes Documents;


 


(iii)        by
the terms of any Parent Debt (or, in each case, any guarantee of the
obligations thereunder);


 


(iv)        by
the terms of any Hedging Agreement that is permitted to be entered into and/or
maintained pursuant to Clause 25.12 (Limitations on Hedging)
or required to be entered into and/or maintained pursuant to Clause 24.9 (Hedging) to the extent such payment is not prohibited by the
Group Intercreditor Agreement;


 


39
















 


(v)         by
the purposes of implementing any Content Transaction or Business Division
Transaction; or


 


(vi)        by
the terms of any Subordinated Funding to the extent required to facilitate any
Permitted Payments,


 


where, in the case of
sub-paragraphs (i) to (vi) above, the payment under the relevant indebtedness
or obligation referred to therein has fallen due or will fall due within five
Business Days of such Permitted Payment being made;


 


(c)         the 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 fund the making
of payments by any member of the Group in order to redeem, repay, prepay,
repurchase, retire, defease or otherwise acquire for value any of the 2014 High
Yield Notes and to pay any related costs and expenses;


 


(d)         any payment of any dividend, payment, loan or other
distribution, or the repayment of a loan, or the redemption of loan stock or
redeemable equity made to any member of the Group (other than a member of the
Bank Group), provided that:


 


(i)          an
amount equal to such payment is reinvested by such member of the Group (other
than the Bank Group) into a member of the Bank Group within 3 days of receipt
thereof;


 


(ii)         the
aggregate principal amount of such payments and reinvested amounts at any one
time does not exceed an amount equal to £300 million; and


 


(iii)        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;


 


(e)         any payment of any dividend, payment, loan or other
distribution, or the repayment of a loan, or the redemption of loan stock or
redeemable equity:


 


(i)          in an
amount of up to £10 million per annum plus an additional amount per annum, up
to the maximum amount specified below determined by reference to the Leverage
Ratio (rounded to the second decimal number) immediately prior to the
declaration of such dividend or the making of such payment, loan or other
distribution (calculated on a pro forma basis after giving effect to such
payment) in accordance with the following table:


 


	
  Leverage Ratio

  	
   

  	
  Maximum Amount Per

  Annum

  
	
   

  	
   

  	
   

  
	
  Greater than 3.75x

  	
   

  	
  £100 million

  
	
   

  	
   

  	
   

  
	
  Less than or equal to 3.75x

  	
   

  	
  No Limit

  



 


(ii)         in an
amount of up to £200 million from the cash proceeds of a Content Transaction;
and


 


(iii)        in an
amount of up to £200 million from the cash proceeds of a Business Division
Transaction provided that the Leverage Ratio immediately prior to the
declaration of such dividend or the making of such payment, loan or other
distribution is less than 4.0:1,


 


40

















 


in each case,
provided always that no Event of Default has occurred or is continuing or would
result following such payment;


 


(f)          any payments made pursuant to and in accordance with the Tax
Cooperation Agreement, provided that:


 


(i)          a
copy of the certification or filings referred to in clause 5 of the Tax
Cooperation Agreement, as the case may be, shall have been provided to the
Facility Agent not less than five Business Days before such payment is to be
made; and


 


(ii)         any
payments made to any Holding Company of VMIH for the purposes of settling any
liabilities owed to the United States Internal Revenue Service which have
arisen following implementation of the relevant steps set out in the Steps
Paper may be made in an amount not exceeding £185 million from cash reserves of
the Bank Group and in respect of any amount in excess of £185 million from:


 


(A)        any Net Proceeds
which is not required to be applied in or towards prepayment of the
Outstandings pursuant to paragraph (a) of Clause 12.2 (Repayment from Net Proceeds);


 


(B)        any Excess Cash
Flow which is not required to be applied in or towards prepayment of the
Outstandings pursuant to paragraph (a) of Clause 12.4 (Repayment from Excess Cash Flow);


 


(C)        any Equity
Proceeds which is not required to be applied in or towards prepayment of the
Outstandings pursuant to paragraph (a) of Clause 12.5 (Repayment from Equity Proceeds);


 


(D)        the proceeds of
any Financial Indebtedness permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness); or


 


(E)         the proceeds of
any Parent Intercompany Debt or the proceeds of any Equity Equivalent Funding,


 


and provided always that
immediately prior to and immediately after such payment, the Bank Group remains
in compliance with the financial covenants set out in Clause 23.2 (Ratios) as applicable for the Quarter Date falling
immediately prior to such payment and calculated on a pro forma basis after
giving effect to such payment; or


 


(g)         any payment of any dividend, payment, loan or other
distribution, or the repayment of a loan, or the redemption of loan stock or
redeemable equity made pursuant to an Asset Passthrough or a Funding
Passthrough, in each case, funded solely from cash generated by entities
outside of the Bank Group.


 


“Plan”
means any pension plan as defined in section 3(2) of ERISA, which (i) is
maintained or contributed to by (or to which there is an obligation to
contribute by) any member of the Group or an ERISA Affiliate, and each such
plan for the 5 year period immediately following the latest date on which any
member of the Group or an ERISA Affiliate maintained, contributed to or had an
obligation to contribute to such plan and (ii) is subject to ERISA, but
excluding any Multiemployer Plan.


 


“Predecessor
Obligor” has the meaning given to such term in Clause 25.18 (Internal Reorganisations).


 


41

















 


“Proceedings”
has the meaning given to such term in Clause 48.1 (Courts).


 


“Project
Company” means a Subsidiary of a company (or a person in which such
company has an interest) which has a special purpose and whose creditors have
no recourse to any member of the Bank Group in respect of Financial
Indebtedness of that Subsidiary or person, as the case may be, or any of such
Subsidiary’s or person’s Subsidiaries (other than recourse to such member of
the Bank Group who had granted an Encumbrance over its shares or other
interests in such Project Company beneficially owned by it provided that such
recourse is limited to an enforcement of such an Encumbrance).


 


“Proportion”
in relation to a Lender, means:


 


(a)         in relation to an Advance to be made under this Agreement,
the proportion borne by such Lender’s Available Commitment in respect of the
relevant Facility, the relevant 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 Sterling Amount
of such Advance or Advances to the total Sterling Amount thereof;


 


(c)         if paragraph (a) above does not apply and there are no
Outstandings, the proportion borne by the aggregate of such Lender’s Available
Commitment to the Available Facilities (or if the Available Facilities are then
zero, by its Available Commitment to the Available Facilities immediately prior
to their reduction to zero); and


 


(d)         if paragraph (b) above does not apply and there are any
Outstandings, the proportion borne by such Lender’s share of the Sterling
Amount of the Outstandings to the Sterling Amount of all the Outstandings for
the time being.


 


“Protected
Party” means a Relevant Finance Party or any Affiliate of a Relevant
Finance Party which is or will be, subject to any Tax Liability in relation to
any amount payable under or in relation to a Relevant Finance Document.


 


“Public Lender”
has the meaning given to such term in Clause 41.4 (Public
Information).


 


“Qualifying
UK Lender” means in relation to a payment of interest on a
participation in an Advance to a UK Borrower, a Lender which is:


 


(a)         a UK Bank Lender;


 


(b)         a UK Non-Bank Lender; or


 


(c)         a UK Treaty Lender.


 


“Quarter Date”
has the meaning given to such term in Clause 23.1 (Financial
Definitions).


 


“Quotation
Date” means, in relation to any currency and any period for which an
interest rate is to be determined:


 


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


 


(b)         if the relevant currency is euro, 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,


 


provided that if market
practice differs in the Relevant Interbank Market for a currency, the Quotation
Date for that currency will be determined by the Facility Agent in accordance
with 


 


42

















 


market practice in the Relevant
Interbank Market (and if quotations would normally be given by leading banks in
the Relevant Interbank Market on more than one day, the Quotation Date will be
the last of those days).


 


“Recipient”
has the meaning given to such term in Clause 39.6(d) (Value Added
Tax).


 


“Recovering
Relevant Finance Party” has the meaning given to such term in
Clause 35.1 (Payments to Relevant Finance Parties).


 


“Reference
Banks” means the principal London offices of Deutsche Bank, BNP
Paribas and Lloyds TSB Bank plc or such other bank or banks as may be appointed
as such by the Facility Agent after consultation with the Company.


 


“Regulation T”
means Regulation T of the Board of Governors of the Federal Reserve System as
from to time in effect and any successor to all or any portion thereof.


 


“Regulation U”
means Regulation U of the Board of Governors of the Federal Reserve System as
from time to time in effect and any successor to all or a portion thereof.


 


“Regulation X”
means Regulation X of the Board of Governors of the Federal Reserve System as
from time to time in effect and any successor to all or any portion thereof.


 


“Relevant
Finance Documents” means:


 


(a)         this Agreement, any Documentary Credit, any Accession
Notices and any Transfer Deed;


 


(b)         the Fee Letters;


 


(c)         the B Facility Syndication Letter;


 


(d)         any Ancillary Facility Documents;


 


(e)         the Security Documents;


 


(f)          the Security Trust Agreement;


 


(g)         the Group Intercreditor Agreement;


 


(h)         the HYD Intercreditor Agreement and any Supplemental HYD
Intercreditor Agreement;


 


(i)          the Barclays Intercreditor Agreement;


 


(j)          the Hedging Agreements either entered into pursuant to
Clause 24.9 (Hedging) or permitted to be
entered into pursuant to Clause 25.12 (Limitation on Hedging);


 


(k)         each Additional Facility Accession Deed;


 


(l)          each B Facility Accession Deed;


 


(m)        each Utilisation Request;


 


(n)         each Compliance Certificate; and


 


(o)         any other agreement or document designated a “Relevant
Finance Document” in writing by the Facility Agent and the Company.


 


43

















 


“Relevant
Finance Parties” means the Facility Agent, the Arrangers, the
Bookrunners, the Security Trustee, the Lenders and each Hedge Counterparty and “Relevant Finance Party” means any of them.


 


“Relevant
Interbank Market” means, in relation to euro, the European Interbank
Market and in relation to any other currency, the London interbank market
therefor.


 


“Relevant
Page” means the page of the Reuters screen on which is displayed in
relation to LIBOR, BBA LIBOR for the relevant currency, or, in relation to
EURIBOR, the European offered rates for euro, or, if such page or service shall
cease to be available, such other page or service which displays the London
interbank offered rates for the relevant currency as the Facility Agent, after
consultation with the Lenders and the Company, shall select.


 


“Relevant Tax
Jurisdiction” means:


 


(a)         the United Kingdom, in relation to a UK Borrower; and


 


(b)         any jurisdiction in which any person is liable to tax by
reason of its domicile, residence, place of management or other similar
criteria (but not any jurisdiction in respect of which that person is liable to
tax by reason only of its having a source of income in that jurisdiction).


 


“Renewal
Request” means, in relation to a Documentary Credit, a Utilisation
Request therefor, in respect of which the proposed Utilisation Date stated in
it is the Expiry Date of an existing Documentary Credit and the proposed
Sterling Amount is the same or less than the Sterling Amount of that existing
Documentary Credit.


 


“Repayment
Date” means:


 


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


 


(b)         in respect of the A Facility Outstandings, each of the dates
specified in Clause 9.1 (Repayment of A Facility
Outstandings) as an Amortisation Repayment Date and the relevant
Final Maturity Date; and


 


(c)         in respect of the Additional Facility Outstandings and the B
Facility Outstandings, the relevant Final Maturity Date,


 


provided that if any such day
is not a Business Day in the relevant jurisdiction for payment, the Repayment
Date will be the next succeeding Business Day in the then current calendar
month (if there is one) or the preceding Business Day (if there is not).


 


“Repayment
Instalment” means, in respect of the A Facility Outstandings, the
amounts required to be paid by way of repayment on each Repayment Date.


 


“Repeating
Representations” means the representations and warranties set out in
Clauses 21.2 (Due Organisation),
21.5 (No Immunity), 21.6 (Governing
Law and Judgments), 21.9 (Binding Obligations),
21.11 (No Event of Default), 21.18 (Execution of Relevant Finance Documents), 21.27 (Investment Company Act), 21.28 (Margin Stock),
21.33 (US Patriot Act) and 21.34 (Compliance with ERISA).


 


“Resignation
Letter” means a letter substantially in the form set out in Schedule
15 (Form of Resignation Letter).


 


44

















 


“Reservations”
means:


 


(a)         the principle that equitable remedies are remedies which may
be granted or refused at the discretion of the court, the limitation of
enforcement by laws relating to bankruptcy, insolvency, liquidation,
reorganisation, court schemes, moratoria, administration and other laws
generally affecting the rights of creditors, the time barring of claims under
any applicable law, the possibility that an undertaking to assume liability for
or to indemnify against non-payment of any stamp duty or other tax may be void,
defences of set-off or counterclaim and similar principles;


 


(b)         any general principles, reservations or qualifications, in
each case as to matters of law as set out in any Legal Opinion delivered to the
Facility Agent (provided that where any such Legal Opinion has been delivered
in relation to a particular Obligor and/or a particular document, the said
general principles, reservations or qualifications shall only be deemed to
apply to such Obligor and/or document (other than in the case where the
definition is used in respect of a person and/or a document in respect of which
a Legal Opinion has not been rendered under this Agreement where the said
general principles, reservations or qualifications shall, to the extent
applicable, be deemed to apply to such person and/or document));


 


(c)         any circumstance arising through a failure to obtain any consent
from any lessor, licensor or other counterparty whose consent is required to
the grant of any Security over any lease, licence or other agreement or
contract on or before the execution of a Security Document;


 


(d)         the principle that any additional interest imposed under any
relevant agreement may be held to be unenforceable on the grounds that it is a
penalty and thus void;


 


(e)         the principle that in certain circumstances security granted
by way of fixed charge may be characterised as a floating charge or that
security purported to be constituted by way of an assignment may be
recharacterised as a charge;


 


(f)          the principle that an English court may not give effect to
an indemnity for legal costs incurred by an unsuccessful litigant; and


 


(g)         similar principles, rights and defences under the laws of
any relevant jurisdiction to the extent that they are relevant and applicable.


 


“Restricted
Guarantors” means:


 


(a)         each of the Original Guarantors listed in Part 2 of
Schedule 2 (The Restricted Guarantors); and


 


(b)         any other Guarantor that accedes to this Agreement pursuant
to Clause 26.2 (Acceding Guarantors),
which is (i) incorporated, created or organised under the laws of the United
States or any State of the United States (including the District of Columbia)
and is a “United States person” (as defined in Section 7701(a)(30) of the
Code); or (ii) treated for US federal income tax purposes as a disregarded
entity that is a branch of a Guarantor described in sub-paragraph (b)(i) hereof.


 


“Restricted
Party” means any person listed in the Annex to the Executive Order
referred to in the definition of “Anti-Terrorism Laws” or 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.


 


45

















 


“Revised
Definitions” has the meaning given to such term in Clause 22.7 (Change in Accounting Practices).


 


“Revised
Ratios” has the meaning given to such term in Clause 22.7 (Change in Accounting Practices).


 


“Revolving
Facility” means the revolving loan facility (including any Ancillary
Facility and the Documentary Credit facility) granted to the relevant Borrower
pursuant to Clause 2.1(c) (The Facilities).


 


“Revolving
Facility Instructing Group” means:


 


(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 662/3% of the Available Revolving Facility;
and


 


(b)         thereafter, a Lender or group of Lenders to whom in
aggregate more than 662/3% of the aggregate amount of the Revolving Facility
Outstandings are (or if there are no Revolving Facility Outstandings at such
time, immediately prior to their repayment, were then) owed,


 


in each case calculated in
accordance with the provisions of Clause 44.7 (Calculation
of Consent).


 


“Revolving
Facility Margin” means, in relation to Revolving Facility Advances
and subject to Clause 13.3 (Margin Ratchet for Revolving
Facility Advances), 3.50% per annum.


 


“Revolving
Facility Outstandings” means, at any time, the aggregate outstanding
amount of each Revolving Facility Advance and of each Revolving Lenders
Participation in an Outstanding L/C Amount.


 


“Rollover
Advance” has the meaning given to such term in Clause 8.2 (Rollover Advances).


 


“Screenshop”
means Screenshop Limited, a company incorporated under the laws of England and
Wales with registered number 3529106.


 


“Screenshop
Intra-Group Loan Agreement” means the loan agreement dated 10 May 2005
between Screenshop and Flextech Broadband Limited.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“Security”
means the Encumbrances created or purported to be created pursuant to the
Security Documents.


 


“Security
Documents” means:


 


(a)         each of the Original Security Documents;


 


(b)         any security documents required to be delivered by an
Acceding Obligor pursuant to Clauses 26.1 (Acceding
Borrowers) and 26.2 (Acceding Guarantors);


 


(c)         any other document executed at any time by any member of the
Group conferring or evidencing any Encumbrance for or in respect of any of the
obligations of the Obligors under this Agreement whether or not specifically
required by this Agreement; and


 


46

















 


(d)         any other document executed at any time pursuant to
Clause 24.12 (Further Assurance)
or any similar covenant in any of the Security Documents referred to in
paragraphs (a) to (c) above.


 


“Security
Trust Agreement” means that certain security trust agreement dated
on 3 March 2006 made between the Security Trustee, the Company and certain
other parties thereto relating to the appointment of the Security Trustee as
trustee of the Security.


 


“Senior
Secured Notes” means the Existing Senior Secured Notes, any
Additional Senior Secured Notes and any Senior Secured Notes Refinancing.


 


“Senior
Secured Notes Documents” means any Senior Secured Notes, the SSN
2010 Indenture and any other indenture for any Senior Secured Notes, the Group
Intercreditor Agreement, the HYD Intercreditor Agreement, any guarantee given
by any member of the Group in respect of any Senior Secured Notes, any security
documents granting security in favour of the holders of any Senior Secured
Notes (or any trustee for such holders or security agent or trustee for such
holders or trustee), any note depository agreement, any fee letter and any
indemnity letter in relation thereto.


 


“Senior
Secured Notes Refinancing” means any notes issued by the Parent,
VMIH or any SSN Finance Subsidiary for the purposes of refinancing all or a
portion of (i) the Senior Secured Notes or (ii) the Facilities or (iii) any
other Financial Indebtedness of the Bank Group which is secured and ranks pari passu as to right of payment with the Facilities
pursuant to and in compliance with the terms of the Group Intercreditor
Agreement (provided, in each case of (i) to (iii) above that such
Financial Indebtedness being refinanced would have been permitted to be
incurred at the time of issuance of any such notes), in each case, outstanding
from time to time (including all fees, expenses, commissions, make-whole and
any other contractual premium payable under such Financial Indebtedness being
refinanced and any reasonable fees, costs and expenses incurred in connection
with such refinancing) and designated as “Senior Secured Notes Refinancing” by
written notice from the Company to the Facility Agent and the Security Trustee
within 15 days of the issuance of the relevant notes, in respect of which the
following terms apply:


 


(a)         the principal amount of any such notes shall not exceed the
principal amount of, and any outstanding interest on, the Financial
Indebtedness being refinanced (plus all fees, expenses, commissions, make-whole
or other contractual premium payable in connection with such refinancing); and


 


(b)         such notes satisfy the requirements of paragraphs (a), (b),
(c), (d) and (f) of the definition of Additional Senior Secured Notes.


 


“Sharing
Payment” has the meaning given to such term in Clause 35.1(c) (Payments to Relevant Finance Parties).


 


“Solvent”
and “Solvency” mean, with respect to any US
Obligor on a particular date, that on such date (a) the value of the
property of such US Obligor (both at present and present fair and present fair
sales value) is greater than the total amount of liabilities, including,
without limitation, contingent and unliquidated liabilities, of such US Obligor
as such liabilities mature, (b) such person does not intend to, and does not
believe that it will, incur debts or liabilities beyond such person’s ability
to pay such debts and liabilities as they mature and (c) such US Obligor is not
engaged in business or a transaction, and is not about to engage in business or
a transaction, for which such person’s property would constitute an
unreasonably small capital.  The amount
of contingent and unliquidated liabilities at any time shall be computed as the
amount that, in the light of all the facts and circumstances existing at such
time, represents the amount that can reasonably be expected to become an actual
or matured liability.


 


47

















 


“Solvent
Liquidation” has the meaning given to such term in Clause 25.18
(Internal Reorganisations).


 


“SSN 2010
Indenture” means the indenture dated as of January 19, 2010
among Virgin Media Secured Finance PLC as issuer, The Bank of New York Mellon
as trustee and paying agent and the other parties thereto.


 


“SSN Finance
Subsidiary” means (i) Virgin Media Secured Finance PLC and (ii) any
other Subsidiary directly and wholly-owned by either:


 


(a)         VMIH engaged in the business of effecting or facilitating
the issuance of Senior Secured Notes and on-lending the proceeds to VMIH; or


 


(b)         the Parent engaged in the business of effecting or
facilitating the issuance of Senior Secured Notes and on-lending the proceeds
to the Parent and/or VMIH,


 


and in either case having no
Subsidiaries.


 


“Standard &
Poor’s” means Standard & Poor’s Ratings Group or any
successor thereof.


 


“Statutory
Requirements” means any applicable provision or requirement of any
Act of Parliament (including without limitation, the Communications Act 2003
and the Broadcasting Acts 1990 and 1996) or any instrument, rule or order
made under any Act of Parliament or any regulation or by-law of any local or
other competent authority or any statutory undertaking or statutory company
which has jurisdiction in relation to the carrying out, use, occupation,
operation of the properties or the businesses of any member of the Bank Group
carried out thereon.


 


“Steps Paper”
means the alternative papers entitled “Steps Plan: Version 1
— Combination of NTL, Telewest and Virgin Mobile before Structures 1 and 2”
and “Steps Plan: Version 2 — Combination of NTL,
Telewest and Virgin Mobile after Structures 1 and 2”, provided to the Facility Agent prior to the first
Utilisation Date.


 


“Sterling
Amount” means at any time:


 


(a)         in relation to an Advance denominated in Sterling, the
amount thereof, and in relation to any other Advance, the Sterling equivalent
of the amount specified in the Utilisation Request (as at the date thereof) for
that Advance, in each case, as adjusted, if necessary, in accordance with the
terms of this Agreement and to reflect any repayment, consolidation or division
of that Advance;


 


(b)         in relation to a Documentary Credit, (i) if such Documentary
Credit is denominated in Sterling, the Outstanding L/C Amount in relation to it
at such time or (ii) if such Documentary Credit is not denominated in Sterling,
the equivalent in Sterling of the Outstanding L/C Amount at such time,
calculated as at the later of (1) the date which falls 2 Business Days before
its issue date or any renewal date or (2) the date of any revaluation pursuant
to Clause 5.4 (Revaluation of Documentary
Credits);


 


(c)         in relation to any Ancillary Facility granted by a Lender,
the amount of its Revolving Facility Commitment converted to provide its
Ancillary Facility Commitment as at the time of such conversion; and


 


(d)         in relation to any Outstandings, the aggregate of the Sterling
Amounts (calculated in accordance with paragraphs (a), (b) and (c) above) of
each outstanding Advance and/or Outstanding L/C Amount, made under the relevant
Facility or Facilities (as the case may be) and/or in relation to Ancillary
Facility Outstandings, (i) if such 


 


48

















 


Outstandings
are denominated in Sterling, the aggregate amount of it at such time and (ii) if
such Outstandings are not denominated in Sterling, the Sterling equivalent of
the aggregate amount of it at such time.


 


“Subject
Party” has the meaning given to such term in Clause 39.6(d) (Value Added Tax).


 


“Subordinated
Funding” means any loan made to any Obligor by any member of the
Group that is not an Obligor which:


 


(a)         constitutes Parent Intercompany Debt;


 


(b)         is an intercompany loan arising under the arrangements
referred to in paragraph (d) of the definition of “Permitted Payments”;


 


(c)         is an intercompany loan existing as at the Original
Execution Date (including any inter-company loan the benefit of which has, at
any time after the Original Execution Date, been assigned to any other member
of the Group, where such assignment is not otherwise prohibited by this
Agreement); or


 


(d)         constitutes Equity Equivalent Funding,


 


provided that (i) Security is
promptly granted by the relevant creditor over its rights and (ii) the
relevant debtor and creditor are party to the Group Intercreditor Agreement as
an Intergroup Debtor or Intergroup Creditor (as such terms are defined in the
Group Intercreditor Agreement), respectively, or where the relevant debtor and
creditor are party to such other subordination arrangements as may be
satisfactory to the Facility Agent, acting reasonably.


 


“Subscriber”
means any person who has entered into an agreement (which has not expired or
been terminated) with an Obligor to be provided with services by an Obligor
through the operation of telecommunications and/or television systems operated
by the Bank Group in accordance with applicable Telecommunications, Cable and
Broadcasting Laws (including any part of such system and all modifications,
substitutions, replacements, renewals and extensions made to such systems).


 


“Subsidiary”
of a company shall be construed as a reference to:


 


(a)         any company:


 


(i)          more
than 50% of the issued share capital or membership interests of which is
beneficially owned, directly or indirectly, by the first-mentioned company; or


 


(ii)         where
the first-mentioned company has the right or ability to control directly or
indirectly the affairs or the composition of the board of directors (or
equivalent of it) of such company; or


 


(iii)        which
is a Subsidiary of another Subsidiary of the first-mentioned company; or


 


(b)         for the purposes of Clause 22 (Financial
Information) and Clause 23 (Financial Condition)
and any provision of this Agreement where the financial terms defined in
Clause 23 (Financial Condition) are used,
any legal entity which is accounted for under applicable GAAP as a Subsidiary
of the first-mentioned company.


 


49
















 


“Substitute Financing” means any
proceeds raised from Additional Senior Secured Notes, Additional High Yield
Notes, Subordinated Funding or other Financial Indebtedness permitted under
Clause 25.4 (Financial Indebtedness).


 


“Successor Entity” has the meaning given to such term in
Clause 25.18 (Internal Reorganisations).


 


“Supplemental HYD Intercreditor Agreement” means an
intercreditor agreement that subordinates any guarantees granted by any member
of the Bank Group in respect of any Additional High Yield Notes and/or any High
Yield Refinancing on terms satisfactory to the Facility Agent or on terms
substantially the same as the HYD Intercreditor Agreement.


 


“Supplier” has the meaning given to such term in
Clause 39.6(d) (Value Added Tax).


 


“TARGET Day” means any day on which the Trans-European
Automated Real-time Gross Settlement Express Transfer payment system is open
for the settlement of payments in euro.


 


“Tax Cooperation Agreement” means the agreement dated 3 March 2006
between the Ultimate Parent, the Company and Telewest Communications Networks
Limited relating to arrangements in connection with, amongst other things, the
payment of US taxes.


 


“Tax Credit” means a credit against, relief or remission for,
or repayment of any tax.


 


“Tax Deduction” means a deduction or withholding for or on
account of tax from a payment made or to be made under a Relevant Finance
Document.


 


“Taxes Act” means the Income and Corporation Taxes Act 1988.


 


“Tax Liability” has the meaning set out in paragraph (e) of
Clause 17.3 (Tax Indemnity).


 


“Tax on Overall Net Income” has the meaning set out in
paragraph (e) of Clause 17.3 (Tax
Indemnity).


 


“Tax Payment” means the increase in any payment made by an
Obligor to a Relevant Finance Party under paragraph (c) of
Clause 17.1 (Tax Gross-up) or any amount
payable under paragraph (d) of Clause 17.1 (Tax Gross-up)
or under Clause 17.3 (Tax Indemnity).


 


“Telecommunications, Cable and Broadcasting Laws” means the
Telecommunications Act 1984, the Broadcasting Act 1990 (together with the Broadcasting
Act 1996), the Communications Act 2003 and all other laws, statutes,
regulations and judgments relating to broadcasting or telecommunications or
cable television or broadcasting applicable to any member of the Bank Group,
and/or the business carried on by, any member of the Bank Group (for the
avoidance of doubt, not including laws, statutes, regulations or judgments
relating solely to consumer credit, data protection or intellectual property).


 


“Term” means:


 


(a)                           in relation to a Revolving Facility
Advance, the period for which such Advance is borrowed as specified in the
relevant Utilisation Request; and


 


(b)                          in relation to any Documentary Credit,
the period from the date of its issue until its Expiry Date.


 


“Term Facilities” means the A Facility, each Additional
Facility (other than any Additional Facility which by its terms is a revolving
loan facility) and each B Facility and “Term Facility”
means any of them, as the context requires.


 


50

















 


“Term Facility Advance” means any A Facility Advance, any
Additional Facility Advance (other than any Additional Facility Advance under
any Additional Facility which by its terms is a revolving loan facility) and
any B Facility Advance and “Term Facility Advances”
shall be construed accordingly.


 


“Term Facility Outstandings” means, at any time, the
aggregate of the A Facility Outstandings, the Additional Facility Outstandings
(other than any Additional Facility Outstandings under any Additional Facility
which by its terms is a revolving loan facility) and the B Facility
Outstandings, at such time.


 


“Termination Date” means:


 


(a)                           in relation to the Revolving Facility,
the date which is 30 days prior to the Final Maturity Date in respect of the
Revolving Facility;


 


(b)                          in relation to the A Facility, the date
falling three months after the Original Execution Date;


 


(c)                           in relation to each B Facility, the
termination date specified in the relevant B Facility Accession Deed;


 


(d)                          in relation to each Ancillary Facility,
the relevant Ancillary Facility Termination Date; and


 


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


 


“Testing Time” has the meaning given to such term in
Clause 24.12(f) (Further Assurance).


 


“Total Assets” means, as of any date of determination, the
fixed assets and current assets shown on the most recent consolidated balance
sheet of the Bank Group delivered pursuant to Clause 22.1 (Financial
Statements).


 


“Total Purchase Price” has the meaning given to such term in
Clause 25.13(m) (Acquisitions and
Investments).


 


“Trade Instruments” means any performance bonds, advance
payment bonds or documentary letters of credit issued in respect of the
obligations (not including Financial Indebtedness) of any member of the Group
arising in the ordinary course of trading of that member of the Group.


 


“Transfer Date” means, in relation to any Transfer Deed, the
effective date of such transfer as specified in such Transfer Deed.


 


“Transfer Deed” means a duly completed deed of transfer and
accession in the form set out in Part 1 of Schedule 5 (Form of Deed of Transfer and Accession) whereby an
existing Lender seeks to transfer to a New Lender all or a part of such existing
Lender’s rights, benefits and obligations under this Agreement as contemplated
in Clause 37 (Assignments and Transfers)
and such New Lender agrees to accept such transfer and to be bound by this
Agreement and to accede to the HYD Intercreditor Agreement, the Group
Intercreditor Agreement and the Security Trust Agreement.


 


“Transferor” has the meaning given to such term in Clause
37.8(a) (Limitation of Responsibility of Transferor).


 


“UK Bank Lender” means, in relation to a payment of interest
on a participation in an Advance to a Borrower, a Lender which is beneficially
entitled to and within the charge to 


 


51

















 


United Kingdom
corporation tax as regards that payment and (a) if the participation in
that Advance was made by it, is a Lender which is a “bank” (as defined for the
purposes of section 879 of the ITA in section 991 of the ITA) or (b) if
the participation in that Advance was made by a different person, such person
was a “bank” (as defined for the purposes of section 879 of the ITA in section
991 of the ITA) at the time that Advance was made.


 


“UK Borrowers” means:


 


(a)                           as at the Original Execution Date, each
of the Original Borrowers; and


 


(b)                          thereafter, each of the Original
Borrowers and any Acceding Borrower that is liable to corporation tax in the
United Kingdom,


 


excluding any UK
Borrower which has been liquidated in accordance with the provisions of
Clause 25.18 (Internal Reorganisations)
but including the relevant Successor Entity (provided it is also liable to
corporation tax in the United Kingdom) thereafter, and “UK Borrower”
means any of them.


 


“UK Channel Management” means UK Channel Management Limited,
a company incorporated in England and Wales with registered number 3322468,
whose registered office is at 160 Great Portland Street, London W1W 5QA.


 


“UK Channel Management Group” means the UK Channel Management
and its Subsidiaries from time to time.


 


“UK DB Schemes” has the meaning given to such term in
Clause 24.10(b) (Pension Plans).


 


“UK Gold” means UK Gold Holdings Limited, a company
incorporated in England and Wales with registered number 3298738, whose
registered office is at 160 Great Portland Street, London W1W 5QA.


 


“UK Gold Group” means UK Gold and its Subsidiaries from time
to time.


 


“UK Non-Bank Lender” means, in relation
to a payment of interest on an Advance to a Borrower:


 


(a)                           a Lender which is beneficially entitled
to the income in respect of which that payment is made and is a UK Resident
company (such that the payment is within the category of expected payments
described at section 933 ITA); or


 


(b)                          a Lender to which such payment would
fall within one of the categories of expected payments described at sections
934 to 937 ITA inclusive,


 


where H.M. Revenue &
Customs has not given a direction under section 931 ITA which relates to that
payment of interest on an Advance to such Borrower.


 


“UK Pension Scheme” means a pension scheme in which any
member of the Group participates or has at any time participated, and which has
its main administration in the United Kingdom or is primarily for the benefit
of employees in the United Kingdom.


 


“UK Resident” means a person who is resident in the United
Kingdom for the purposes of the Taxes Act, ITA or CTA, and “non-UK Resident”
shall be construed accordingly.


 


“UK Treaty Lender” means in relation to a payment of interest
on an Advance to a UK Borrower, a Lender which is entitled to claim full relief
from liability to taxation otherwise imposed by such UK Borrower’s Relevant Tax
Jurisdiction (in relation to that Lender’s participation in Advances made to
such UK Borrower) on interest under a Double Taxation 


 


52

















 


Treaty and which
does not carry on business in that UK Borrower’s Relevant Tax Jurisdiction
through a permanent establishment with which that Lender’s participation in
that Advance is effectively connected and, in relation to any payment of
interest on any Advance made by that Lender, such UK Borrower has, unless
provided otherwise in a B Facility Accession Deed, received notification (or will have received
notification prior to the end of the first Interest Period hereunder) in
writing from H.M. Revenue & Customs authorising such UK Borrower to
pay interest on such Advances without any Tax Deduction.


 


“UKTV Group” means each of the UK Channel Management Group,
UK Gold Group and UKTV New Ventures Group.


 


“UKTV Joint Ventures” means each of UK Channel Management, UK
Gold and UKTV New Ventures.


 


“UKTV New Ventures” means UKTV New Ventures Limited, a
company incorporated in England and Wales with registered number 04266373,
whose registered office is at 160 Great Portland Street, London W1W 5QA.


 


“UKTV New Ventures Group” means the UKTV New Ventures and its
Subsidiaries from time to time.


 


“Ultimate Parent” means, as at the Original Execution Date,
Virgin Media Inc. or, at any time thereafter, the person (if any) that accedes
to this Agreement as the Ultimate Parent pursuant to Clause 26.3 (Acceding Holding Company).


 


“United States” or “US” means the
United States of America, its territories, possessions and other areas subject
to the jurisdiction of the United States of America;


 


“Unpaid Sum” means any sum due and payable by an Obligor
under any Relevant Finance Document (other than any Ancillary Facility
Document) but unpaid.


 


“US Bankruptcy Code” means the Bankruptcy Reform Act of 1978,
11 USC. §§ 101 et seq., as amended, or any successor thereto;


 


“US Dollars”, “Dollars” or “$” means the lawful currency for the time being of the
United States;


 


“US Obligor” means any Restricted Guarantor incorporated,
created or organised under the laws of the United States or any State of the
United States (including the District of Columbia).


 


“Utilisation” means the utilisation of a Facility under this
Agreement, whether by way of an Advance, the issue of a Documentary Credit or
the utilisation of any Ancillary Facility.


 


“Utilisation Date” means:


 


(a)                           in relation to an Advance, the date on
which such Advance is (or is requested) to be made;


 


(b)                          in relation to a utilisation by way of
Ancillary Facility, the date on which such Ancillary Facility is established;
and


 


(c)                           in relation to a utilisation by way of
Documentary Credit, the date on which such Documentary Credit is to be issued,
in each case,


 


in accordance with
the terms of this Agreement.


 


53

















 


“Utilisation Request” means:


 


(a)                           in relation to an Advance a duly
completed notice in the form set out in Part 1 to Schedule 4 (Form of Utilisation Request (Advances)); or


 


(b)                          in relation to a Documentary Credit, a
duly completed notice in the form set out in Part 2 to Schedule 4 (Form of Utilisation Request (Documentary Credits)).


 


“Vendor Financing Arrangements” means any arrangement,
contractual or otherwise, pursuant to which credit or other financing is
provided or arranged by a supplier (or any of its Affiliates) of assets
(including equipment) and/or related services to a member of the Bank Group in
connection with such supply of assets and/or services.


 


“Virgin Media Communications” means Virgin Media
Communications Limited, a company incorporated in England and Wales with
registered number 3521915, whose registered office is at 160 Great Portland
Street, London W1W 5QA.


 


“Virgin Media Holding Company” means any person of which the
Company is a direct or indirect wholly-owned Subsidiary.


 


“Voluntary Prepayment Amount” has the meaning given to such
term in Clause 12.5(b) (Repayment from Equity
Proceeds).


 


“Voting Stock” of a person means all classes of capital
stock, share capital or other interests (including partnership interests) of
such person then outstanding and normally entitled (without regard to the
occurrence of any contingency, other than resulting from any default under any
instrument until such default occurs) to vote in the election of directors,
managers or trustees thereof.


 


“Website Lenders” has the meaning given to such term in
Clause 41.3(a) (Use of Websites/E-mail).


 


“Working Capital” has the meaning given to such term in
Clause 23.1 (Financial Definitions).


 


1.2                                     Accounting Expressions


 


All accounting
expressions which are not otherwise defined in this Agreement shall be
construed in accordance with GAAP.


 


1.3                                     Construction


 


Unless a contrary indication appears, any reference in this Agreement
to:


 


(a)                           the “Facility
Agent”, a “Global Coordinator”,
a “Physical Bookrunner”, a “Mandated Lead Arranger”, a “Bookrunner”, the “Security Trustee”, a “Hedge Counterparty”, an “L/C Bank”, an “Ancillary Facility Lender” or a “Lender” shall be construed so as to include their respective
and any subsequent successors, transferees and permitted assigns in accordance
with their respective interests;


 


(b)                          “agreed
form” means, in relation to any document, in the form agreed by or
on behalf of the Bookrunners and the Company prior to the Original Execution
Date;


 


(c)                           “assets” includes present and future
properties, revenues and rights of every description;


 


(d)                          “company”
includes any body corporate;


 


54

















 


(e)                           “continuing”
in relation to an Event of Default or a Default shall be construed as meaning
that (a) the circumstances constituting such Event of Default or Default
continue or (b) neither the Facility Agent (being duly authorised to do
so) nor the Lenders have waived, in accordance with this Agreement, such of its
or their rights under this Agreement as arise as a result of that event;


 


(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 or about 11:00 a.m. 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,


 


provided that in the case of
Financial Indebtedness proposed to be incurred to refinance other Financial
Indebtedness denominated in a currency other than Sterling or other than the
currency in which such refinanced Financial Indebtedness is denominated, if
such refinancing would cause any applicable Sterling-denominated restriction to
be exceeded if calculated at the relevant currency exchange rate in effect on
the date of such refinancing, such Sterling denominated restriction shall be
deemed not to be exceeded so long as the principal amount of such refinancing
Financial Indebtedness does not exceed the principal amount of such Financial Indebtedness
being refinanced in the applicable currency at the then current exchange rate;


 


(h)                          “guarantee” means (other than in Clause 29 (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)                              “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 


 


55

















 


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);


 


(j)                              a Lender’s “participation” in relation to a Documentary Credit, shall be
construed as a reference to the relevant amount that is or may be payable by
that Lender in relation to that Documentary Credit;


 


(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)                              a “regulation” includes any regulation, rule,
official directive, request or guideline (whether or not having the force of
law) of any governmental, intergovernmental or supranational body, agency,
department or of any regulatory, self-regulatory or other authority or
organisation;


 


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


 


(n)                          “tax”
shall be construed so as to include all present and future taxes, charges,
imposts, duties, levies, deductions or withholdings of any kind whatsoever, or
any amount payable on account of or as security for any of the foregoing, by
whomsoever on whomsoever and wherever imposed, levied, collected, withheld or
assessed together with any penalties, additions, fines, surcharges or interest
relating to it; and “taxes” and “taxation” shall be construed accordingly;


 


(o)                          “VAT”
shall be construed as value added tax as provided for in the Value Added Tax
Act 1994 and legislation (or purported legislation and whether delegated or
otherwise) supplemental to that Act or in any primary or secondary legislation
promulgated by the European Community or European Union or any official body or
agency of the European Community or European Union, and any tax similar or
equivalent to value added tax imposed by any country other than the United
Kingdom and any similar or turnover tax replacing or introduced in addition to
any of the same;


 


(p)                          “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;


 


(q)                          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;


 


(r)                             a Borrower providing “cash cover” for a Documentary Credit or an
Ancillary Facility means a Borrower paying an amount in the currency of the
Documentary Credit (or, as the case may be, Ancillary Facility) to an
interest-bearing account in the name of the Borrower and the following
conditions being met:


 


(i)                              the
account is with the Security Trustee or with the L/C Bank or Ancillary Facility
Lender for which that cash cover is to be provided;


 


56

















 


(ii)                           subject
to paragraph (b) of Clause 5.9 (Cash Cover by Borrower),
until no amount is or may be outstanding under that Documentary Credit or
Ancillary Facility, withdrawals from the account may only be made to pay a
Relevant Finance Party amounts due and payable to it under this Agreement in
respect of that Documentary Credit or Ancillary Facility; and


 


(iii)                        the
Borrower has executed a security document over that account, in form and
substance satisfactory to the Security Trustee or the L/C Bank or Ancillary
Facility Lender with which that account is held, creating a first ranking
security interest over that account;


 


(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;


 


(t)                             a Borrower “repaying” or “prepaying”
a Documentary Credit or Ancillary Facility Outstandings means:


 


(i)                              that
Borrower providing cash cover for that Documentary Credit or in respect of the
Ancillary Facility Outstandings;


 


(ii)                           the
maximum amount payable under the Documentary Credit or Ancillary Facility being
reduced or cancelled in accordance with its terms; or


 


(iii)                        the
relevant L/C Bank or Ancillary Facility Lender being satisfied that it has no
further liability under that Documentary Credit or Ancillary Facility, and the
amount by which a Documentary Credit is, or Ancillary Outstandings are, repaid
or prepaid under paragraphs (i) and (ii) above is the amount of
the relevant cash cover or reduction;


 


(u)                          an amount “borrowed” includes any amount utilised by way of Documentary
Credit or under an Ancillary Facility;


 


(v)                          a Lender funding its participation in a
Utilisation includes a Lender participating in a Documentary Credit; and


 


(w)                        an “outstanding
amount” of a Documentary Credit at any time is the maximum amount
that is or may be payable by the relevant Borrower in respect of that
Documentary Credit at that time.


 


1.4                                     Currency


 


“€” and “euro” denote
the lawful currency of each Participating Member State, “£”
and “Sterling” denote the lawful currency of
the United Kingdom and “$” and “Dollars” denote the lawful currency of the United States.


 


1.5                                     Statutes


 


Any reference in
this Agreement to a statute or a statutory provision shall, save where a
contrary intention is specified, be construed as a reference to such statute or
statutory provision as the same shall have been, or may be, amended or re
enacted.


 


1.6                                     Time


 


Any reference in
this Agreement to a time shall, unless otherwise specified, be construed as a
reference to London time.


 


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1.7                                     References to
Agreements


 


Unless otherwise stated, any reference in this Agreement to any
agreement, indenture or any other document (including any reference to this
Agreement) shall be construed as a reference to:


 


(a)                           such agreement, indenture or any other
document as amended, varied, novated or supplemented from time to time;


 


(b)                          any other agreement, indenture or any
other document whereby such agreement or document is so amended, varied,
supplemented or novated; and


 


(c)                           any other agreement, indenture or any
other document entered into pursuant to or in accordance with any such
agreement or document.


 


1.8                                     No Personal Liability


 


No personal
liability shall attach to any director, officer or employee of any member of
the Group for any representation or statement made by that member of the Group
in a certificate signed by such director, officer or employee.


 


2.                                           THE FACILITIES


 


2.1                                     The Facilities


 


The Lenders grant upon the terms and subject to the conditions of this
Agreement:


 


(a)                           to the Original Borrowers, a term loan
facility in a maximum aggregate principal amount of £1,000,000,000 (the “A Facility”) which shall be available in
Sterling in a single drawing;


 


(b)                          to the Company, VMIH Sub and/or UK
Newco, one or more B Facilities, each of which shall be available in Sterling,
Dollar or euro (as provided in the relevant B Facility Accession Deed) provided
that any B Facility shall be drawn in a single drawing and in a single
currency, in an aggregate principal amount for all B Facilities of not more
than £750,000,000; and


 


(c)                           to the UK Borrowers, a revolving loan
facility in a maximum aggregate principal amount of £250,000,000 (the “Revolving Facility”) which shall be
available for drawing in euro, Dollars, Sterling or any Optional Currency
subject to the utilisation in full of the A Facility.


 


2.2                                     Increase


 


(a)                           The Company may by giving prior notice
to the Facility Agent by no later than the date falling 5 Business Days after
the effective date of a cancellation of:


 


(i)                              the
Available Commitments of a Defaulting Lender in accordance with Clause 10.5 (Right of Cancellation in Relation to a Defaulting Lender);
or


 


(ii)                           the
Commitments of a Lender in accordance with Clause 19 (Illegality),


 


request that the Commitments
be increased (and the Commitments under that Facility shall be so increased) in
an aggregate amount in the relevant currency of up to the amount of the
Available Commitments or Commitments so cancelled as follows:


 


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(A)                     the increased
Commitments will be assumed by one or more Lenders or other banks, financial
institutions, trusts, funds or other entities other than any member of the
Group (each an “Increase Lender”)
selected by the Company (each of which shall be acceptable to the Facility
Agent (acting reasonably)) and each of which 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;


 


(B)                       each
of the Obligors and any Increase Lender shall assume obligations towards one
another and/or acquire rights against one another as the Obligors and the
Increase Lender would have assumed and/or acquired had the Increase Lender been
an Original Lender;


 


(C)                       each
Increase Lender shall become a party to this Agreement as a “Lender” and any
Increase Lender and each of the other Relevant Finance Parties shall assume
obligations towards one another and acquire rights against one another as that
Increase Lender and those Relevant Finance Parties would have assumed and/or
acquired had the Increase Lender been an Original Lender;


 


(D)                      the
Commitments of the other Lenders shall continue in full force and effect; and


 


(E)                        any
increase in the Commitments shall take effect on the date specified by the
Company in the notice referred to above or any later date on which the
conditions set out in paragraph (b) below are satisfied.


 


(b)                          An increase in the Commitments will
only be effective on:


 


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


 


(ii)                           in
relation to an Increase Lender which is not a Lender immediately prior to the
relevant increase:


 


(A)                     the Increase Lender
entering into the documentation required for it to accede as a party to the
Group Intercreditor Agreement, HYD Intercreditor Agreement and Security Trust
Agreement; and


 


(B)                       the
performance by the Facility Agent of all necessary “know your client” or other
similar checks under all applicable laws and regulations in relation to the
assumption of the increased Commitments by that Increase Lender, the completion
of which the Facility Agent shall promptly notify to the Company, the Increase
Lender and each L/C Bank; and


 


(iii)                        in
the case of an increase in the Revolving Facility Commitments, each L/C Bank
consenting to their increase.


 


(c)                           Each Increase Lender, by executing the
Increase Confirmation, confirms (for the avoidance of doubt) that the Facility
Agent has authority to execute on its behalf any amendment or waiver that has
been approved by or on behalf of the requisite Lender or Lenders in accordance
with this Agreement on or prior to the date on which the increase becomes
effective.


 


59
















 


(d)                          Clause 37.7 (Transfer
Deed) shall apply mutatis mutandis
in this Clause 2.2 in relation to an Increase Lender as if references in
that Clause to:


 


(i)                              a “Transferor” were references to all the
Lenders immediately prior to the relevant increase;


 


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


 


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


 


2.3                                     Purpose


 


(a)                           The A Facility and each B Facility
shall be applied:


 


(i)                              towards
financing the repayment in full of all amounts due and payable under the
Existing Senior Credit Facilities Agreement (including in each case without
limitation, by way of principal, interest, break costs, fees and expenses,
legal fees, commission and any other premiums);


 


(ii)                           towards
financing any fees, costs and expenses (including, without limitation, legal
fees) due and payable under the Relevant Finance Documents and any other fees,
costs and expenses (including, without limitation, legal fees) incurred by the
Obligors in connection with the negotiation and preparation of the Relevant
Finance Documents; and


 


(iii)                        to
the extent any amounts remain after application in accordance with paragraphs (i) and
(ii) above, for the general corporate purposes of the Bank Group,
including without limitation repayment of the 2014 High Yield Notes.


 


(b)                          The Revolving Facility shall be applied
for the purposes of financing the ongoing working capital requirements and the
general corporate purposes of the Bank Group and may be utilised by way of
Revolving Facility Advances, Documentary Credits or, subject to the provisions
of Clause 6 (Ancillary Facilities), Ancillary
Facilities.


 


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


 


2.4                                     Relevant Finance
Parties’ Rights and Obligations


 


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


 


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


 


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


 


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2.5                                     Additional Facility


 


(a)                           The Company may notify the Facility
Agent by no less than 5 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 the Company, each
Additional Facility Lender for the Additional Facility and each Additional
Facility Borrower for the relevant Additional Facility, provided, in respect of
each Additional Facility, that:


 


(i)                              no
Event of Default is continuing;


 


(ii)                           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;


 


(iii)                        the
Final Maturity Date applicable to that Additional Facility shall be no earlier
than 31 December 2015 and, in the event that such Additional Facility
provides for any scheduled repayments prior to 31 December 2015, the
weighted average life to maturity of such Additional Facility shall not be
shorter than the weighted average life to maturity of any A Facility outstanding
under this Agreement at the time of establishment of such Additional Facility;


 


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


 


(v)                          the
principal amount, interest rate, Final Maturity Date, use of proceeds,
repayment schedule, availability, fees and related provisions and the currency
of that Additional Facility shall be agreed by the relevant Additional Facility
Borrowers and the relevant Additional Facility Lenders (and, in the case of
currency, the Facility Agent) and set out in the relevant Additional Facility
Accession Deed;


 


(vi)                       with
respect to any Additional Facility the proceeds of which are not applied in
repayment or prepayment of any of the Facilities or Existing Financial
Indebtedness (in each case, in whole or in part), the Company can demonstrate
that (A) the pro forma Leverage Ratio (giving effect to such incurrence
and the use of proceeds thereof) on the Quarter Date prior to such incurrence
(giving pro forma effect to any movement of cash out of the Bank Group since
such date pursuant to Clause 25.5 (Dividends, Distributions
and Share Capital) and any Permitted Payments) would not exceed the
Leverage Ratio required in order to incur any Financial Indebtedness pursuant
to Clause 25.4(p) (Financial Indebtedness)
and (B) the pro forma ratio of Consolidated Senior Net Debt (giving effect
to such incurrence and the use of proceeds thereof and giving pro forma effect
to any movement of cash out of the Bank Group since such date pursuant to
Clause 25.5 (Dividends, Distributions and Share Capital)
and any Permitted Payments) to Consolidated Operating Cashflow for the Quarter
Date prior to such incurrence would not exceed the ratio set out in Clause 25.2(o) (Negative Pledge) for the Quarter Date following such
incurrence;


 


(vii)                    the relevant
Additional Facility Accession Deed shall specify whether that Additional
Facility is in form of a term loan or a revolving loan, provided that an
Additional Facility shall only be permitted to be established in the form of a
revolving facility if (A) the Revolving Facility Commitments at such time
are equal to zero and (B) the aggregate principal amount of all revolving
facility commitments under this Agreement do not exceed £500 million at any
time;


 


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(viii)                 the proceeds of
such Additional Facility shall not be used (A) in payment of any dividends
or distributions to the Ultimate Parent and (B), prior to 1 August 2011,
in repayment or prepayment of any 2016 High Yield Notes;


 


(ix)                         unless
otherwise set out in the relevant Additional Facility Accession Deed, the
general terms of that Additional Facility shall be consistent in all material
respects with the terms of this Agreement including, without limitation, with
respect to, interest period, conditions precedent, tax gross-up provisions and
indemnity provisions, representations and warranties, utilisation mechanics,
cancellation and prepayment (including the treatment of that Additional
Facility under the prepayment waterfall), fees, costs and expenses, transfers,
voting, amendments and waivers, financial and non-financial covenants and
events of default; and


 


(x)                            if any terms relating to prepayment, financial and
non-financial covenants and events of default are proposed in the relevant
Additional Facility Accession Deed to be substantially different from the terms
of this Agreement, the terms (other than relating to dividends and restricted
payments) shall not be more onerous to the Bank Group as a whole than the terms
that apply under this Agreement, the 2014 High Yield Notes or the Existing
Senior Secured Notes and shall give no independent rights to the relevant
Additional Facility Lenders (as a separate class) to accelerate (but without
prejudice to their rights as part of the Instructing Group under Clauses 27.17
(Acceleration) or 27.18 (Repayment on Demand)) provided  that, unless otherwise indicated in the
relevant Additional
Facility Accession Deed, any covenants or events of default in addition to
those contained in Clause 23 (Financial Condition),
Clause 24 (Positive Undertakings), Clause 25 (Negative Undertakings) and Clause 27 (Events of
Default) shall also then apply, mutatis mutandis,
to the other Facilities).


 


(b)                          Each Additional Facility Accession Deed
shall confirm that the requirements in paragraph (a) above are
fulfilled and shall also specify the date upon which the Additional Facility is
anticipated to be made available to the relevant Additional Facility Borrowers
(the “Additional Facility Commencement Date”).


 


(c)                           Subject to the conditions in paragraphs
(a) and (b) above 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.


 


(d)                          Each Additional Facility Lender shall
become a party to this Agreement and be entitled to share in the Security in
accordance with the terms of the Group Intercreditor Agreement and the Security
Documents pari passu with the other Facilities
provided that the Additional Facility Borrowers and the relevant Additional
Facility Lender may agree that an Additional Facility shares in the Security on
a junior basis to the other Facilities which, if so agreed, shall be set out in
the relevant Additional Facility Accession Deed.


 


(e)                           Each party to this Agreement (other
than each proposed Additional Facility Lender and the Company) irrevocably
authorises and instructs the Facility Agent to execute on its behalf any
Additional Facility Accession Deed which has been duly completed and signed on
behalf of each proposed Additional Facility Lender, the Company and each
proposed Additional Facility Borrower, and the Parent and each Obligor agrees
to be bound by such accession.


 


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(f)                             The Facility Agent shall only be obliged
to execute an Additional Facility Accession Deed delivered to it if:


 


(i)                              the
terms of its and the Security Trustee’s compensation and indemnities for any
additional administrative or other requirements and costs under the Relevant
Finance Documents arising in relation to the relevant Additional Facility are
satisfactory to it; and


 


(ii)                           it is
satisfied that it has complied with all necessary “know your client” or other
similar checks under all applicable law and regulations in relation to the
accession of the relevant Additional Facility Lenders.


 


For the avoidance
of doubt, if any terms of an Additional Facility that affect the Facility Agent
or L/C Bank in such capacity are different in any material respect from those
applying under this Agreement on the Original Execution Date, such differences
must be satisfactory to the Facility Agent and L/C Bank if it affects the
Facility Agent or L/C Bank in any material and adverse respect.


 


(g)                          On the date that the Facility Agent
executes an Additional Facility Accession Deed:


 


(i)                              each
Additional Facility Lender party to that Additional Facility Accession Deed,
each other Relevant Finance Party, the Parent and the Obligors shall acquire
the same rights and assume the same obligations between themselves as they
would have acquired and assumed had each Additional Facility Lender been an
Original Lender, with the rights and/or obligations assumed by it as a result
of that accession and with the Commitment specified by it as its Additional
Facility Commitment; and


 


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


 


(h)                          The execution by the Company of an
Additional Facility Accession Deed constitutes confirmation by the Parent and
each Guarantor that its obligations under Clause 29 (Guarantee
and Indemnity) shall continue unaffected, except that those
obligations shall extend to the Commitments as increased by the addition of
each relevant Additional Facility Lender’s Commitment and shall be owed to each
Relevant Finance Party including such Additional Facility Lender.


 


(i)                              The Facility Agent is authorised and
instructed to enter into such documentation as is reasonably required to amend
this Agreement and any other Relevant Finance Document (in accordance with the
terms of this Clause 2.5) to reflect the terms of each Additional Facility
without the consent of any Lender other than the applicable Additional Facility
Lender.


 


3.                                           CONDITIONS


 


3.1                                     Conditions Precedent


 


The
obligations of the Lenders to make the A Facility, each B Facility and the
Revolving Facility available shall be conditional upon:


 


(a)                           the Facility Agent having confirmed to
the Company that it has received (or has waived in accordance with this
Agreement, the requirement to receive) the documents listed in
paragraphs 1 to 15 of Part 1 of Schedule 3 (Conditions
Precedent to First Utilisation) and that each is satisfactory, in
form and substance, to the Facility Agent, 


 


63

















 


acting
reasonably.  The Facility Agent shall
notify the Company and the Lenders promptly upon being so satisfied; and


 


(b)                          the Borrowers having obtained B
Facility Commitments (or other Substitute Financing) in an aggregate principal
amount of not less than £600,000,000.


 


Furthermore, the obligations
of the Lenders to make the Revolving Facility available shall be conditional
upon utilisation of the A Facility.


 


3.2                                     Further Conditions
Precedent


 


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


 


(a)                           other than in the case of a Rollover
Advance, no Default is continuing or would result from the proposed
Utilisation; and


 


(b)                          in relation to any Utilisation on the
first Utilisation Date, all the representations and warranties in
Clause 21 (Representations and Warranties)
or, in relation to any other Utilisation, the Repeating Representations to be
made by each Obligor are true in all material respects in each case by
reference to the facts and circumstances then subsisting.


 


3.3                                     Conditions Subsequent


 


The Company shall
procure (and each relevant Obligor shall ensure) that within 60 days after the
Original Execution Date, there shall have been delivered to the Facility Agent
each of the documents listed in Part 2 of Schedule 3 (Conditions
Subsequent Documents) each in form and substance satisfactory to the
Facility Agent, acting reasonably.  The Facility
Agent shall notify the Company and the Lenders promptly upon being so
satisfied.


 


4.                                           UTILISATION


 


4.1                                     Conditions to
Utilisation


 


Save as otherwise
provided in this Agreement, an Advance will be made by the Lenders to a
Borrower or a Documentary Credit will be issued by an L/C Bank at a Borrower’s
request if:


 


(a)                           in the case of an Advance, the Facility
Agent has received from such Borrower a duly completed Utilisation Request in
the relevant form, and in the case of a Documentary Credit, both the Facility
Agent and the relevant L/C Bank have received from a Borrower a duly completed
Utilisation Request in the relevant form, in each case, no earlier than the day
which is 10 Business Days and no later than 2:00 p.m. on the day which is
5 Business Days (or in the case of any Documentary Credit which is not or will
not be in the form of Schedule 12 (Form of Documentary
Credit), no later than 2:00 p.m. on the day which is 5 Business
Days) prior to the proposed Utilisation Date for such Advance or Documentary
Credit, receipt of which shall oblige such Borrower to utilise the amount
requested on the Utilisation Date stated therein upon the terms and subject to
the conditions contained in this Agreement;


 


(b)                          the proposed Utilisation Date is a
Business Day for the proposed currency of the Advance or Documentary Credit, as
the case may be, which is or precedes the relevant Termination Date;


 


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(c)                           the proposed Utilisation Date for the A
Facility Advance and all B Facilities Advances falls on the same Business Day;


 


(d)                          in the case of a Utilisation by way of
Term Facility Advance, such Utilisation would result in the maximum principal
amount of the Term Facility Advance being utilised, or in the case of a
Utilisation by way of a Revolving Facility Advance, such Utilisation occurs on
or after the maximum principal amount of the A Facility being utilised and, the
proposed Sterling Amount (or its equivalent) of such Revolving Facility Advance
is (i) equal to the amount of the Available Revolving Facility Commitment
at such time, or (ii) less than such amount but equal to a minimum of £5
million, or an integral multiple of £1 million;


 


(e)                           the Utilisation Date for a Revolving
Facility Advance is on a date not earlier than the Utilisation Date for the A
Facility Advance and the B Facility Advances;


 


(f)                             in the case of a Utilisation by way of
Documentary Credit, the proposed Sterling Amount (or its equivalent) of such
Documentary Credit is equal to or more than £1 million or such lesser amount as
the relevant L/C Bank may agree (acting reasonably);


 


(g)                          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;


 


(h)                          in the case of a Utilisation by way of
a Documentary Credit, the proposed Term of the Documentary Credit ends on or
before the Final Maturity Date in respect of the Revolving Facility and
immediately after the making of such Utilisation there will be no more than 25
Documentary Credits then outstanding;


 


(i)                              in the case of a Utilisation by way of
a Revolving Facility Advance, the proposed Term of such Advance is a period of
1, 2, 3 or 6 months or such other period of up to 12 months as all the Lenders
having a Revolving Facility Commitment may agree prior to submission of the
relevant Utilisation Request, and ends on or before the Final Maturity Date in
respect of the Revolving Facility;


 


(j)                              in the case of a Utilisation by way of
an Advance (other than a Rollover Advance), the interest rate applicable to
such Advance’s first Interest Period or Term (as the case may be) will not have
to be determined under Clause 15 (Market Disruption and
Alternative Interest Rates);


 


(k)                           in the case of a Utilisation by way of
a Documentary Credit which is not substantially in the form set out in Schedule
12 (Form of Documentary Credit), the
relevant L/C Bank shall have approved the terms of such Documentary Credit
(acting reasonably); and


 


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


 


(i)                              in
the case of a Rollover Advance or a Documentary Credit which is being renewed
pursuant to Clause 5.2 (Renewal of Documentary
Credits), the Facility Agent shall not have received instructions
from a Revolving Facility Instructing Group requiring the Facility Agent to
refuse such rollover or renewal of a Documentary Credit by reason of the
Acceleration Date having occurred; or


 


65

















 


(ii)                           in
the case of any Utilisation other than that referred to in sub-paragraph (i) above,
the Repeating Representations made by the persons identified as making those
representations are true in all material respects by reference to the
circumstances then existing and no Default is continuing or would result from
the proposed Utilisation.


 


4.2                                     Lenders’
Participations


 


Each Lender will
participate through its Facility Office in each Advance made pursuant to
Clause 4.1 (Conditions to Utilisation) in its
respective Proportion.


 


5.                                           DOCUMENTARY CREDITS


 


5.1                                     Issue of Documentary
Credits


 


(a)                           Each L/C Bank shall issue Documentary
Credits pursuant to Clause 4.1 (Conditions to Utilisation)
by:


 


(i)                              completing
the issue date and the proposed Expiry Date of any Documentary Credit to be
issued by it; and


 


(ii)                           executing
and delivering such Documentary Credit to the relevant Beneficiary on the
relevant Utilisation Date.


 


(b)                          Each Lender having a Revolving Facility
Commitment (an “L/C Lender”) will
participate by way of indemnity in each Documentary Credit in an amount equal
to its L/C Proportion.


 


(c)                           The Facility Agent shall notify each
L/C Lender and the relevant L/C Bank of the details of any requested Documentary
Credit (including the Sterling Amount of it, and, if such Documentary Credit is
not to be denominated in Sterling, the relevant currency in which it will be
denominated and the amount of it) and its participation in that Documentary
Credit.


 


5.2                                     Renewal of Documentary
Credits


 


(a)                           Each Borrower may request that a
Documentary Credit issued on its behalf be renewed by delivering to the
Facility Agent and the relevant L/C Bank a Renewal Request which complies with
Clause 4.1 (Conditions to Utilisation).


 


(b)                          The terms of each renewed Documentary
Credit shall be the same as those of the relevant Documentary Credit
immediately prior to its renewal, except that (as stated in the Renewal Request
therefor):


 


(i)                              its
amount may be less than the amount of such Documentary Credit immediately prior
to its renewal; and


 


(ii)                           its
Term shall start on the date which was the Expiry Date of that Documentary
Credit immediately prior to its renewal, and shall end on the proposed Expiry
Date specified in the Renewal Request.


 


(c)                           If the conditions set out in this
Clause 5.2 have been met, the relevant L/C Bank shall amend and re-issue
the relevant Documentary Credit pursuant to a Renewal Request.


 


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5.3                                     Reduction of a
Documentary Credit


 


(a)                           If, on the proposed Utilisation Date of
a Documentary Credit, any of the Lenders under the Revolving Facility is a
Non-Acceptable L/C Lender and:


 


(i)                              that
Lender has failed to provide cash collateral to the relevant L/C Bank in
accordance with Clause 5.8 (Cash Collateral by
Non-Acceptable L/C Lender); and


 


(ii)                           either:


 


(A)                     the relevant L/C
Bank has not required the Borrower which requested the Documentary Credit to
provide cash cover pursuant to Clause 5.9 (Cash Cover by Borrower); or


 


(B)                       the
Borrower which requested the Documentary Credit has failed to provide cash
cover to the relevant L/C Bank in accordance with Clause 5.9 (Cash Cover by Borrower),


 


the relevant L/C Bank may
reduce the amount of that Documentary Credit by an amount equal to the amount
of the participation of that Non-Acceptable L/C Lender in respect of that
Documentary Credit and that Non-Acceptable L/C Lender shall be deemed not to
have any participation (or obligation to indemnify the relevant L/C Bank) in
respect of that Documentary Credit for the purposes of the Relevant Finance
Documents.


 


(b)                          The Borrower shall notify the Facility
Agent (with a copy to the relevant L/C Bank) of each reduction made pursuant to
this Clause 5.3.


 


(c)                           This Clause 5.3 shall not affect
the participation of each other Lender in that Documentary Credit.


 


5.4                                     Revaluation of
Documentary Credits


 


(a)                           If any Documentary Credit is
denominated in a currency other than Sterling, the Facility Agent shall at six
monthly intervals after the date of the Documentary Credit recalculate the
Sterling Amount of that Documentary Credit by notionally converting into
Sterling, the outstanding amount of that Documentary Credit on the basis of the
Facility Agent’s Spot Rate of Exchange on the date of calculation.


 


(b)                          The relevant Borrower shall, if
requested by the Facility Agent within 2 days of any calculation under
paragraph (a) above, ensure that within 3 Business Days sufficient
Revolving Facility Outstandings are repaid (subject to Break Costs, if
applicable, but otherwise without penalty or premium which might otherwise be
payable), to prevent the Sterling Amount of the Revolving Facility Outstandings
exceeding the aggregate amount of all of the Revolving Facility Commitments
adjusted to reflect any cancellations or reductions, following any adjustment
under paragraph (a) above.


 


5.5                                     Immediately Payable


 


(a)                           If a Documentary Credit or any amount
outstanding under a Documentary Credit becomes immediately payable under this
Agreement, the Borrower that requested (or on behalf of which the Company
requested) the issue of that Documentary Credit shall repay or prepay that
Documentary Credit or that amount within 3 Business Days of demand.


 


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(b)                          Each L/C Bank shall promptly notify the
Facility Agent of any demand received by it under and in accordance with any
Documentary Credit (including details of the Documentary Credit under which
such demand has been received and the amount demanded).  The Facility Agent shall promptly notify the
Company, the Borrower for whose account the Documentary Credit was issued and
each of the Lenders under the Revolving Facility.


 


5.6                                     Claims Under a
Documentary Credit


 


(a)                           Each Borrower irrevocably and
unconditionally authorises each L/C Bank to pay any claim made or purported to
be made under a Documentary Credit requested by it (or by the Company on its
behalf) and which appears on its face to be in order (a “claim”).


 


(b)                          Each Borrower shall within 3 Business
Days of demand pay to the Facility Agent for the account of the relevant L/C
Bank an amount equal to the amount of any claim under that Documentary Credit.


 


(c)                           On receipt of any demand or
notification under Clause 5.5 (Immediately Payable),
the relevant Borrower shall (unless the Company notifies the Facility Agent
otherwise) be deemed to have delivered to the Facility Agent a duly completed
Utilisation Request requesting a Revolving Facility Advance:


 


(i)                              in an
amount and currency equal to the amount and currency of the relevant claim (if
applicable, net of any available cash cover);


 


(ii)                           for
an Interest Period of three months or such other period of up to six months as
notified by the relevant Borrower to the relevant L/C Bank prior to the
Utilisation Date applicable to such currency; and


 


(iii)                        with
a Utilisation Date on the date receipt of the relevant demand or notification.


 


The proceeds of any such
Revolving Facility Advance shall be used to pay the relevant claim.


 


(d)                          Each Borrower acknowledges that each
L/C Bank:


 


(i)                              is not
obliged to carry out any investigation or seek any confirmation from any other
person before paying a claim; and


 


(ii)                           deals
in documents only and will not be concerned with the legality of a claim or any
underlying transaction or any available set-off, counterclaim or other defence
of any person.


 


(e)                           The obligations of each Borrower under
this Clause 5.6 will not be affected by:


 


(i)                              the
sufficiency, accuracy or genuineness of any claim or any other document; or


 


(ii)                           any
incapacity of, or limitation on the powers of, any person signing a claim or
other document.


 


(f)                             Without prejudice to any other matter
contained in this Clause 5.6, the relevant L/C Bank shall notify the
relevant Borrowers as soon as reasonably practicable after receiving a claim.


 


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5.7                                     Documentary Credit
Indemnities


 


(a)                           A Borrower shall within 3 Business Days
of demand indemnify an L/C Bank against any cost, loss or liability incurred by
such L/C Bank (otherwise than by reason of such L/C Bank’s gross negligence,
wilful misconduct or wilful breach of the terms of this Agreement) in acting as
an L/C Bank under any Documentary Credit requested by such Borrower.


 


(b)                          Each L/C Lender shall (according to its
L/C Proportion) promptly on demand indemnify an L/C Bank against any cost, loss
or liability incurred by such L/C Bank (otherwise than by reason of such L/C
Bank’s gross negligence, wilful misconduct or wilful breach of the terms of
this Agreement) in acting as an L/C Bank under any Documentary Credit (except
to the extent that such L/C Bank has been reimbursed by an Obligor pursuant to
a Relevant Finance Document).


 


(c)                           If any L/C Lender is not permitted (by
its constitutional documents or any applicable Law) to comply with paragraph (b) above,
then that L/C Lender will not be obliged to comply with paragraph (b) above
and shall instead be deemed to have taken, on the date the relevant Documentary
Credit is issued (or if later, on the date that L/C Lender’s participation in
the Documentary Credit is transferred or assigned to that L/C Lender in
accordance with the terms of this Agreement), an undivided interest and
participation in the Documentary Credit in an amount equal to its L/C
Proportion of that Documentary Credit. 
On receipt of demand from the Facility Agent, that L/C Lender shall pay
to the Facility Agent (for the account of the relevant L/C Bank) an amount
equal to its L/C Proportion of the amount demanded under paragraph (b) above.


 


(d)                          The Borrower which requested the
Documentary Credit shall within 3 Business Days of demand reimburse any L/C
Lender for any payment it makes to an L/C Bank under this Clause 5.7 in
respect of that Documentary Credit unless such Lender or an Obligor has already
reimbursed such L/C Bank in respect of that payment.


 


(e)                           The obligations of each L/C Lender and
Borrower under this Clause 5.7 are continuing obligations and will extend
to the ultimate balance of sums payable by that L/C Lender in respect of any
Documentary Credit, regardless of any intermediate payment or discharge in
whole or in part.


 


(f)                             The obligations of any L/C Lender or
Borrower under this Clause 5.7 will not be affected by any act, omission,
matter or thing which, but for this Clause 5.7 would reduce, release or
prejudice any of its obligations under this Clause 5.7 (without limitation
and whether or not known to it or any other person) including:


 


(i)                              any
time, waiver or consent granted to, or composition with, any Obligor, any
beneficiary under a Documentary Credit or any other person;


 


(ii)                           the
release of any Obligor or any other person under the terms of any composition
or arrangement with any creditor of any member of the Group;


 


(iii)                        the
taking, variation, compromise, exchange, renewal or release of, or refusal or
neglect to perfect, take up or enforce, any rights against, or security over
assets of, any Obligor, any beneficiary under a Documentary Credit or any other
person or any non-presentation or non-observance of any formality or other
requirement in respect of any instrument or any failure to realise the full
value of any security;


 


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(iv)                       any
incapacity or lack of power, authority or legal personality of or dissolution
or change in the members or status of an Obligor, any beneficiary under a
Documentary Credit or any other person;


 


(v)                          any
amendment or restatement (however fundamental) or replacement of a Relevant
Finance Document, any Documentary Credit or any other document or security;


 


(vi)                       any
unenforceability, illegality or invalidity of any obligation of any person
under any Relevant Finance Document, any Documentary Credit or any other
document or security; or


 


(vii)                    any insolvency or
similar proceedings.


 


5.8                                     Cash Collateral by
Non-Acceptable L/C Lender


 


(a)                           If, at any time, a Lender under the
Revolving Facility is a Non-Acceptable L/C Lender, the relevant L/C Bank may,
by notice to that Lender, request that Lender to pay and that Lender shall pay,
on or prior to the date falling 3 Business Days after the request by such
L/C Bank, an amount equal to that Lender’s L/C Proportion of the outstanding
amount of a Documentary Credit issued by such L/C Bank and in the currency of
that Documentary Credit to an interest-bearing account held in the name of that
Lender with such L/C Bank.


 


(b)                          The Non-Acceptable L/C Lender to whom a
request has been made in accordance with paragraph (a) above shall
enter into a security document or other form of collateral arrangement over the
account, in form and substance satisfactory to the relevant L/C Bank, as
collateral for any amounts due and payable under the Relevant Finance Documents
by that Lender to the L/C Bank in respect of that Documentary Credit.


 


(c)                           Until no amount is or may be
outstanding under that Documentary Credit, withdrawals from the account may
only be made to pay to the relevant L/C Bank amounts due and payable to the
relevant L/C Bank by the Non-Acceptable L/C Lender under the Relevant Finance
Documents in respect of that Documentary Credit.


 


(d)                          Each Lender under the Revolving
Facility shall notify the Facility Agent and the Company:


 


(i)                              on
the Original Execution Date or on any later date on which it becomes such a
Lender in accordance with Clause 2.2 (Increase) or
Clause 37 (Assignments and Transfers)
whether it is a Non-Acceptable L/C Lender; and


 


(ii)                           as
soon as practicable upon becoming aware of the same, that it has become a Non-Acceptable
L/C Lender,


 


and an indication in a
Transfer Deed or in an Increase Confirmation to that effect will constitute a
notice under paragraph (d)(i) to the Facility Agent and, upon
delivery in accordance with Clause 37.12 (Copy of
Transfer Deed or Increase Confirmation to Company), to the Company.


 


(e)                           Any notice received by the Facility
Agent pursuant to paragraph (d) above shall constitute notice to each
L/C Bank of that Lender’s status and the Facility Agent shall, upon receiving
each such notice, promptly notify each L/C Bank of that Lender’s status as
specified in that notice.


 


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(f)                             If a Lender who has provided cash
collateral in accordance with this Clause 5.8:


 


(i)                              ceases
to be a Non-Acceptable L/C Lender; and


 


(ii)                           no
amount is due and payable by that Lender in respect of a Documentary Credit,


 


that Lender may, at any time
it is not a Non-Acceptable L/C Lender, by notice to the relevant L/C Bank
request that an amount equal to the amount of the cash provided by it as
collateral in respect of that Documentary Credit (together with any accrued
interest) standing to the credit of the relevant account held with that L/C
Bank be returned to it and that L/C Bank shall pay that amount to the Lender
within 3 Business Days after the request from the Lender (and shall
cooperate with the Lender in order to procure that the relevant security or
collateral arrangement is released and discharged).


 


5.9                                     Cash Cover by Borrower


 


(a)                           If a Lender which is a Non-Acceptable
L/C Lender fails to provide cash collateral (or notifies the relevant L/C Bank
that it will not provide cash collateral) in accordance with Clause 5.8 (Cash Collateral by Non-Acceptable L/C Lender) and that L/C
Bank notifies the Obligors’ Agent (with a copy to the Facility Agent) that it
requires the Borrower of the relevant Documentary Credit or proposed
Documentary Credit to provide cash cover to an account with that L/C Bank in an
amount equal to that Lender’s L/C Proportion of the outstanding amount of that
Documentary Credit and in the currency of that Documentary Credit then that
Borrower shall do so within 5 Business Days after the notice is given.


 


(b)                          Notwithstanding paragraph 1.3(r) of
Clause 1.3 (Construction), the relevant L/C
Bank may agree to the withdrawal of amounts up to the level of that cash cover
from the account if:


 


(i)                              it is
satisfied that the relevant Lender is no longer a Non-Acceptable L/C Lender; or


 


(ii)                           the
relevant Lender’s obligations in respect of the relevant Documentary Credit are
transferred to a New Lender in accordance with the terms of this Agreement; or


 


(iii)                        an
Increase Lender has agreed to undertake the obligations in respect of the
relevant Lender’s L/C Proportion of the Documentary Credit.


 


(c)                           To the extent that a Borrower has
complied with its obligations to provide cash cover in accordance with this
Clause 5.9, the relevant Lender’s L/C Proportion in respect of that
Documentary Credit will remain (but that Lender’s obligations in relation to
that Documentary Credit may be satisfied in accordance with paragraph (r)(ii) of
Clause 1.3 (Construction)).  However, the relevant Borrower’s obligation
to pay any Documentary Credit fee in relation to the relevant Documentary
Credit to the Facility Agent (for the account of that Lender) in accordance
with Clause 16 (Commissions and Fees) will be
reduced proportionately as from the date on which it complies with that
obligation to provide cash cover (and for so long as the relevant amount of
cash cover continues to stand as collateral).


 


(d)                          The relevant L/C Bank shall promptly
notify the Facility Agent of the extent to which a Borrower provides cash cover
pursuant to this Clause 5.9 and of any change in the amount of cash cover
so provided.


 


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5.10                               Rights of Contribution


 


No Obligor will be
entitled to any right of contribution or indemnity from any Relevant Finance
Party in respect of any payment it may make under this Clause 5.


 


5.11                               Appointment and Change
of L/C Bank


 


(a)                           The Company, with the prior written
consent of the relevant Lender, may designate any Lender with a Revolving
Facility Commitment as an L/C Bank or as a replacement therefor, but not with
respect to Documentary Credits already issued by any other L/C Bank.


 


(b)                          Any Lender so designated shall become
an L/C Bank under this Agreement by delivering to the Facility Agent an
executed L/C Bank Accession Certificate.


 


(c)                           An L/C Bank may resign as issuer of
further Documentary Credits at any time if (i) the Company and an
Instructing Group consent to such resignation or so require; (ii) there
is, in the reasonable opinion of each L/C Bank, an actual or potential conflict
of interest in it continuing to act as L/C Bank; or (iii) its Revolving
Facility Commitment is reduced to zero, provided that an L/C Bank shall not
resign until a replacement L/C Bank is appointed.


 


6.                                           ANCILLARY
FACILITIES


 


6.1                                     Utilisation of
Ancillary Facilities


 


(a)                           Each Borrower may, subject to
paragraph (b) below, at any time at least 35 days prior to the
Termination Date in respect of the Revolving Facility by delivery of a notice
(a “Conversion Notice”) to the
Facility Agent, request an Ancillary Facility to be established by the
conversion of any Lender’s Available Revolving Facility Commitment (or any part
of it) into an Ancillary Facility Commitment with effect from the date (in this
Clause 6, the “Effective Date”)
specified in the Conversion Notice (being a date not less than 5 Business Days
after the date such Conversion Notice is received by the Facility Agent).


 


(b)                          Each Conversion Notice shall specify:


 


(i)                              the
proposed Borrower(s) (or any Affiliate of a Borrower that is a member of
the Bank Group) which may use the Ancillary Facility;


 


(ii)                           the
nominated Ancillary Facility Lender;


 


(iii)                        the
type of Ancillary Facility and the currency or currencies in which the relevant
Borrower wishes such Ancillary Facility to be available;


 


(iv)                       the
proposed Sterling Amount of the original Ancillary Facility Commitment, being
an amount equal to (i) the Available Revolving Facility Commitment of the
nominated Ancillary Facility Lender or, if less, (ii) equal to or more
than £1 million;


 


(v)                          the
Effective Date and expiry date for the Ancillary Facility (such expiry date not
to extend beyond the Final Maturity Date in respect of the Revolving Facility);


 


(vi)                       if
the Ancillary Facility is an overdraft facility comprising more than one
account, its maximum gross amount (that amount being the “Designated 


 


72

















 


Gross Amount” and
its maximum net amount (that amount being the “Designated Net Amount”); and


 


(vii)                    such other details
as to the nature, amount, fees for and operation of the proposed Ancillary
Facility as the Facility Agent and the nominated Ancillary Facility Lender may
reasonably require.


 


(c)                           The Facility Agent shall promptly
notify the Company, the nominated Ancillary Facility Lender and the Lenders of
each Conversion Notice received pursuant to paragraph (a) above.


 


(d)                          Any Lender nominated as an Ancillary
Facility Lender which has notified the Facility Agent of its consent to such
nomination shall be authorised to make the proposed Ancillary Facility
available in accordance with the Conversion Notice (as approved by the Facility
Agent) with effect on and from the Effective Date.  No other Lender shall be obliged to consent
to the nomination of the Ancillary Facility Lender.


 


(e)                           Any material variation from the terms
of the Ancillary Facility or any proposed increase or reduction or extension of
the Ancillary Facility Commitment shall be effected on and subject to the
provisions of this Clause 6 mutatis mutandis
as if such Ancillary Facility were newly requested (including, for the
avoidance of doubt, that such newly requested Ancillary Facility shall only
take effect from a date not less than 5 Business Days after the date the
Facility Agent has received notice of the modification or variation or
extension), provided that the Sterling Amount of the Ancillary Facility
Outstandings under each Ancillary Facility provided by an Ancillary Facility
Lender shall at no time exceed the Available Revolving Facility Commitment of
that Ancillary Facility Lender.


 


(f)                             Each relevant Borrower may (subject to
compliance with the applicable terms of the relevant Ancillary Facility) at any
time by giving written notice to the Facility Agent and the relevant Ancillary
Facility Lender cancel any Ancillary Facility Commitment pursuant to and in
accordance with Clause 10.1 (Voluntary Cancellation),
provided that on the date of such cancellation, that part of such Ancillary
Facility Commitment as shall have been so cancelled shall be converted back
into the Revolving Facility Commitment of the relevant Lender unless the
Revolving Facility Commitments are also cancelled on such date.


 


(g)                          The Ancillary Facility Commitment of
any Ancillary Facility Lender shall terminate and be cancelled on the date
agreed therefor between the relevant Ancillary Facility Lender and the relevant
Borrower, provided such date shall be no later than the Termination Date in
respect of the Revolving Facility (the “Ancillary
Facility Termination Date”). 
Any Ancillary Facility Outstandings on the applicable Ancillary Facility
Termination Date shall be repaid in full by the relevant Borrower on such date.


 


(h)                          The Revolving Facility Commitment of
each Lender at any time shall be reduced by the amount of any Ancillary
Facility Commitment of such Lender at such time but such reduced Commitment
shall, subject to any other provisions of this Agreement, automatically be
increased by the amount of any portion of its Ancillary Facility Commitment
which ceases to be made available to the relevant Borrowers for any reason
(other than as a result of Utilisation of it) in accordance with the terms of
such Ancillary Facility or is cancelled pursuant to paragraphs (f) or
(g) above.


 


6.2                                     Operation of Ancillary
Facilities


 


(a)                           Subject to paragraph (b) below,
the terms governing the operation of any Ancillary Facility (including the rate
of interest (including default interest), fees, commission and 


 


73

















 


other
remuneration in respect of such Ancillary Facility) shall be those determined
by agreement between the Ancillary Facility Lender and the relevant Borrower,
provided that such terms shall be based upon the normal commercial terms and
market rates of the relevant Ancillary Facility Lender.


 


(b)                          In the case of any inconsistency or
conflict between the terms of any Ancillary Facility, the applicable Ancillary
Facility Documents and this Agreement, the terms and provisions of the
applicable Ancillary Facility Document shall prevail unless the contrary
intention is expressly provided for in this Agreement.


 


(c)                           Each relevant Borrower and Ancillary
Facility Lender will promptly upon request by the Facility Agent, supply the
Facility Agent with such information relating to the operation of each
Ancillary Facility (including without limitation details of the Ancillary
Facility Outstandings and the Sterling Amount thereof) as the Facility Agent
may from time to time reasonably request (and each relevant Borrower consents
to such documents and information being provided to the Facility Agent and the
other Lenders).


 


6.3                                     Ancillary Facility
Default


 


(a)                           If a default occurs under any Ancillary
Facility, no Ancillary Facility Lender may demand repayment of any monies or
demand cash cover for any Ancillary Facility Outstandings, or take any
analogous action in respect of any Ancillary Facility, until the Acceleration
Date.


 


(b)                          If an Acceleration Date occurs, the
claims of each Lender with a Revolving Facility Commitment and each Ancillary
Facility Lender in respect of amounts outstanding to them under the Revolving
Facility and Ancillary Facilities respectively shall be adjusted in accordance
with this Clause 6.3 by making all necessary transfers of such portions of
such claims such that following such transfers the Revolving Facility
Outstandings and Ancillary Facility Outstandings (together with the rights to
receive interest, fees and charges in relation thereto) of (i) each Lender
with a Revolving Facility Commitment and (ii) each Ancillary Facility
Lender, in each case as at the Acceleration Date shall be an amount
corresponding pro rata to the proportion that
the sum of such Lender’s Revolving Facility Commitment and/or (as the case may
be) Ancillary Facility Commitment bears to the sum of all of the Revolving
Facility Commitments and the Ancillary Commitments, each as at the Acceleration
Date.


 


(c)                           No later than the third Business Day
following the Acceleration Date each of the Ancillary Facility Lenders shall
notify the Facility Agent in writing of the Sterling Amount of its Ancillary
Facility Outstandings as at the close of business on the Acceleration Date,
such amount to take account of any clearing of debits which were entered into
the clearing system of such Ancillary Facility Lenders prior to the
Acceleration Date and any amounts credited to the relevant accounts prior to
close of business on the Acceleration Date.


 


(d)                          On receipt of the information referred
to in paragraph (c) above, the Facility Agent will promptly determine
what adjustment payments (if any) are necessary as between the Lenders
participating in the Revolving Facility and each Ancillary Facility Lender in
order to ensure that, following such adjustment payments, the requirements of
paragraph (b) above are complied with.


 


(e)                           The Facility Agent will notify all the
Lenders as soon as practicable of its determinations pursuant to
paragraph (d) above, giving details of the adjustment payments
required to be made.  Such adjustment
payments shall be payable by the relevant Lenders and shall be made to the
Facility Agent within 5 Business Days following receipt of such notification
from the Facility Agent.  The Facility Agent
shall 


 


74

















 


distribute the
adjustment payments received, among the Ancillary Facility Lenders and the
Lenders participating in the Revolving Facility in order to satisfy the
requirements of paragraph (b) above.


 


(f)                             If at any time following the
Acceleration Date, the amount of Revolving Facility Outstandings of any Lender
or Ancillary Facility Outstandings of any Ancillary Facility Lender used in the
Facility Agent’s calculation of the adjustments required under paragraph (d) above
should vary for any reason (other than as a result of currency exchange
fluctuation or other reason which affects all relevant Lenders equally),
further adjustment payments shall be made on the same basis (mutatis mutandis) provided for in this Clause 6.3.


 


(g)                          In respect of any amount paid by any
Lender (a “Paying Lender”)
pursuant to either of paragraphs (e) or (f) above, as between a
relevant Borrower and the Paying Lender, the amount so paid shall be
immediately due and payable by such relevant Borrower to the Paying Lender and
the payment obligations of such relevant Borrower to the Lender(s) which
received such payment shall be treated as correspondingly reduced by the amount
of such payment.


 


(h)                          Each Lender shall promptly supply to
the Facility Agent such information as the Facility Agent may from time to time
request for the purpose of giving effect to this Clause 6.3.


 


(i)                              If an Ancillary Facility Lender has the
benefit of any Encumbrance securing any of its Ancillary Facilities, the
realisations from such security when enforced will be treated as an amount
recovered by such Ancillary Facility Lender in its capacity as a Lender which
is subject to the sharing arrangements in Clause 35 (Sharing
Among the Relevant Finance Parties) to the intent that such
realisation should benefit all Lenders pro rata.


 


6.4                                     Repayment of Ancillary
Facilities


 


(a)                           No Ancillary Facility Lender may demand
repayment or prepayment of any amounts under its Ancillary Facility unless:


 


(i)                              the
Revolving Facility Commitments have been cancelled in full, or the Facility
Agent has declared all Outstandings under the Revolving Facility immediately
due and payable; or


 


(ii)                           the
Ancillary Facility Outstandings under that Ancillary Facility can be repaid by a
Revolving Facility Advance (and not less than 7 Business Days notice is given
to the relevant Borrower before payment becomes due).


 


(b)                          For the purposes of repaying Ancillary
Facility Outstandings (so long as paragraph (a)(i) above does not apply) a
Revolving Facility Advance may be borrowed irrespective of whether a Default is
outstanding or any other applicable condition precedent not satisfied.


 


(c)                           The share of the Ancillary Facility
Lender in a Revolving Facility Advance being used to refinance that Ancillary
Facility Lender’s Ancillary Facility will be that amount which will result (so
far as possible) in:


 


(i)                              the
proportion which its share of all Outstandings under the Revolving Facility
bears to the aggregate amount of the Outstandings under the Revolving Facility,


 


75

















 


being equal to:


 


(ii)                           the
proportion which its Available Commitment with respect to the Revolving
Facility bears to the aggregate of the Available Commitments with respect to
the Revolving Facility,


 


in each case, assuming the
repayment of the relevant Ancillary Facility has taken place.  The share of the other Lenders in any such
Revolving Facility Advance will be adjusted accordingly.


 


6.5                                     Continuation of
Ancillary Facilities


 


(a)                           A Borrower and an Ancillary Facility
Lender may, as between themselves only, agree to continue to provide the same
banking facilities following the Termination Date applicable to the Revolving
Facility or, as the case may be, the Revolving Commitments are cancelled under
this Agreement.


 


(b)                          If any arrangement contemplated in
paragraph (a) above is to occur, the relevant Borrower and the
Ancillary Facility Lender shall each confirm that to be the case in writing to
the Facility Agent. Upon such Termination Date or, as the case may be, date of
cancellation, any such facility shall continue as between the said entities on
a bilateral basis and not as part of, or under, the Relevant Finance Documents.
Save for any rights and obligations against any Relevant Finance Party under
the Relevant Finance Documents prior to such Termination Date or, as the case
may be, date of cancellation, no such rights or obligations in respect of such
Ancillary Facility shall, as between the Relevant Finance Parties, continue and
the Security shall not support any such facility in respect of any matters that
arise after such Termination Date or, as the case may be, date of cancellation.


 


6.6                                     Affiliates of Lenders
as Ancillary Facility Lenders


 


(a)                           Subject to the terms of this Agreement,
an Affiliate of a Lender may become an Ancillary Facility Lender.  In such case, the Lender and its Affiliate
shall be treated as a single Lender whose Revolving Facility Commitment is the
amount set out opposite the relevant Lender’s name in Part 1 of Schedule 1
(Lenders and Commitments) and/or the
amount of any Revolving Facility Commitment transferred to or assumed by that
Lender under this Agreement, to the extent (in each case) not cancelled,
reduced or transferred by it under this Agreement.  For the purposes of calculating the Lender’s
Available Commitment with respect to the Revolving Facility, the Lender’s
Commitment shall be reduced to the extent of the aggregate of the Ancillary
Commitments of its Affiliates.


 


(b)                          The Company shall specify any relevant
Affiliate of a Lender in any Conversion Notice delivered by the Company to the
Facility Agent pursuant to Clause 6.1 (Utilisation of Ancillary
Facilities).


 


(c)                           An Affiliate of a Lender which becomes
an Ancillary Facility Lender shall accede to this Agreement as an Ancillary
Facility Lender, and the Group Intercreditor Agreement and the HYD
Intercreditor Agreement as a Senior Lender.


 


(d)                          If a Lender assigns all of its rights
and benefits or transfers all of its rights and obligations to a New Lender (in
accordance with Clause 37 (Assignments and Transfers),
its Affiliate shall cease to have any obligations under this Agreement or any
Ancillary Facility Document.


 


76

















 


(e)                           Where this Agreement or any other
Relevant Finance Document imposes an obligation on an Ancillary Facility Lender
and the relevant Ancillary Facility Lender is an Affiliate of a Lender which is
not a party to that document, the relevant Lender shall ensure that the
obligation is performed by its Affiliate.


 


6.7                                     Affiliates of
Borrowers


 


(a)                           Subject to the terms of this Agreement,
an Affiliate of a Borrower that is a member of the Bank Group may with the
approval of the relevant Ancillary Facility Lender become a borrower with
respect to an Ancillary Facility.


 


(b)                          The Company shall specify any relevant
Affiliate of a Borrower in any Conversion Notice delivered by the Company to
the Facility Agent pursuant to Clause 6.1 (Utilisation
of Ancillary Facilities).


 


(c)                           If a Borrower ceases to be a Borrower
under this Agreement in accordance with Clause 37.3 (Resignation
of a Borrower), its Affiliate shall cease to have any rights under
this Agreement or any Ancillary Facility Document.


 


(d)                          Where this Agreement or any other
Relevant Finance Document imposes an obligation on a Borrower under an
Ancillary Facility and the relevant Borrower is an Affiliate of a Borrower
which is not a party to that document, the relevant Borrower shall ensure that
the obligation is performed by its Affiliate.


 


(e)                           Any reference in this Agreement or any
other Relevant Finance Document to a Borrower being under no obligations
(whether actual or contingent) as a Borrower under such Relevant Finance
Document shall be construed to include a reference to any Affiliate of a Borrower
being under no obligations under any Relevant Finance Document or Ancillary
Facility Document.


 


7.                                           OPTIONAL CURRENCIES


 


7.1                                     Selection of Currency


 


Each Borrower
under the Revolving Facility shall select the currency of a Revolving Facility
Advance made to it (which shall be Sterling, Dollars, euro or an Optional
Currency) in the Utilisation Request relating to the relevant Revolving
Facility Advance.


 


7.2                                     Unavailability of
Optional Currency


 


(a)                           If before 10.00 a.m. on the
Quotation Date for the relevant Revolving 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 in the proposed Optional Currency would
contravene a Law or regulation applicable to it,


 


the Facility Agent will
promptly give notice to the relevant Borrower to that effect.  In this event, any Lender that gives notice
pursuant to this Clause 7.2 will be required to participate in the
relevant Revolving Facility Advance in Sterling (in an amount equal to that
Lender’s Proportion of the Sterling Amount of the relevant Revolving Facility
Advance or, in respect of a Rollover Advance, an amount equal to that Lender’s
Proportion of the Sterling Amount of any amount that the Lenders are actually 


 


77

















 


required to advance in
accordance with Clause 8.2 (Rollover Advances)),
and its participation will be treated as a separate Advance denominated in
Sterling during that Term.


 


(b)                          Any part of a Revolving Facility
Advance treated as a separate Advance under this Clause 7 will not be
taken into account for the purposes of any limit on the number of Advances or
currencies outstanding at any one time.


 


8.                                           REPAYMENT OF
REVOLVING FACILITY OUTSTANDINGS


 


8.1                                     Repayment of Revolving
Facility Advances


 


Each Borrower
shall (subject to Clause 8.2 (Rollover Advances))
repay the full amount of each Revolving Facility Advance drawn by it on its
Repayment Date.


 


8.2                                     Rollover Advances


 


Without prejudice
to each Borrower’s obligation to repay the full amount of each Revolving
Facility Advance made to it on the applicable Repayment Date, where, on the
same day on which such Borrower is due to repay a Revolving Facility Advance (a
“Maturing Advance”) such Borrower has
also requested that one or more Revolving Facility Advances in the same
currency as and in an amount which is equal to or less than the Maturing
Advance be made to it (a “Rollover Advance”),
subject to the Lenders being obliged to make such Rollover Advance under
Clause 4.1 (Conditions to Utilisation), the
aggregate amount of the Rollover Advance shall be treated as if applied in or
towards repayment of the Maturing Advance so that:


 


(a)                           if the amount of the Maturing Advance
exceeds the aggregate amount of the Rollover Advance:


 


(i)                              the
relevant Borrower will only be required to pay an amount in cash in the
relevant currency equal to that excess; and


 


(ii)                           each
Lender’s participation (if any) in the Rollover Advance shall be treated as
having been made available and applied by the Borrower in or towards repayment
of that Lender’s participation (if any) in the Maturing Advance and that Lender
will not be required to make its participation in the Rollover Advance
available in cash; and


 


(b)                          if the amount of the Maturing Advance
is equal to or less than the aggregate amount of the Rollover Advance:


 


(i)                              the
relevant Borrower will not be required to make any payment in cash; and


 


(ii)                           each
Lender will be required to make its participation in the Rollover Advance
available in cash only to the extent that its participation (if any) in the
Rollover Advance exceeds that Lender’s participation (if any) in the Maturing
Advance and the remainder of that Lender’s participation in the Rollover
Advance shall be treated as having been made available and applied by the
Borrower in or towards repayment of that Lender’s participation in the Maturing
Advance.


 


8.3                                     Cash Collateralisation
of Documentary Credits


 


(a)                           If not previously repaid in accordance
with paragraph (b) below, each Borrower must repay each Documentary
Credit issued on its behalf in full on the date stated in that Documentary
Credit to be its Expiry Date.


 


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(b)                          A Borrower may give the Facility Agent
not less than 5 Business Days prior written notice of its intention to repay
all or any portion of a Documentary Credit requested by it prior to its stated
Expiry Date and, having given such notice, shall procure that the relevant
Outstanding L/C Amount in respect of such Documentary Credit is reduced in
accordance with such notice by providing cash cover therefor in accordance with
Clause 1.3(r) (Construction)
(in each case) or by reducing the Outstanding L/C Amount of such Documentary
Credit or by cancelling such Documentary Credit and returning the original to
the relevant L/C Bank or the Facility Agent on behalf of the Lenders.


 


8.4                                     Final Repayment


 


The Company shall
procure that all amounts outstanding under the Revolving Facility shall be
repaid in full on its Final Maturity Date.


 


9.                                           REPAYMENT OF TERM
FACILITY OUTSTANDINGS


 


9.1                                     Repayment of A
Facility Outstandings


 


Subject to any
prepayments of A Facility Repayment Instalments made in accordance with Clause
11.2 (Application of Repayments), the
Borrowers under the A Facility shall make (or procure) such repayments as may
be necessary to ensure that on each of the dates set out in the table below
(each, an “Amortisation Repayment Date”) the
aggregate Sterling Amount of the A Facility Outstandings are reduced by an
amount equal to the amount set out in the table below (each such amount being,
an “A Facility Repayment Instalment”).


 


	
  Amortisation
  Repayment Date

  	
   

  	
  Amount
  Repayable

  A Facility

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30
  June 2011

  	
   

  	
  £150
  million

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30
  June 2012

  	
   

  	
  £175
  million

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30
  June 2013

  	
   

  	
  £200
  million

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30
  June 2014

  	
   

  	
  £200
  million

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  30
  June 2015

  	
   

  	
  £275
  million

  	
   

  



 


9.2                                     No Reborrowing of A
Facility Advances


 


No Borrower may
reborrow any part of any A Facility Advance which is repaid.


 


9.3                                     Repayment of B
Facility Outstandings


 


The Borrowers
under each B Facility shall repay (or procure the repayment of) the aggregate
outstanding principal amount of the B Facility Advances under such B Facility
in full in one instalment on the applicable Final Maturity Date.


 


9.4                                     Repayment of
Additional Facility Outstandings


 


The Borrowers
under each Additional Facility shall repay (or procure the repayment of) the
aggregate outstanding principal amount of the Additional Facility Advances
under that Additional Facility on the Final Maturity Date applicable to such
Additional Facility.


 


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10.            CANCELLATION


 


10.1          Voluntary Cancellation


 


The Company may, by giving to
the Facility Agent not less than 3 Business Days prior written notice to that
effect (unless an Instructing Group has given its prior consent to a shorter
period) cancel any Available Facility in whole or any part (but if in part, in
an amount that reduces the Sterling Amount of such Facility by a minimum amount
of £5,000,000 and an integral multiple of £1,000,000) and any such cancellation
shall (subject to the provisions of Clause 6.1(g) (Utilisation of Ancillary Facilities)), reduce the relevant
Available Commitments of the Lenders rateably.


 


10.2          Notice of Cancellation


 


Any notice of cancellation
given by the Company pursuant to Clause 10.1 (Voluntary
Cancellation) shall be irrevocable and shall specify the date upon
which such cancellation is to be made and the amount of such cancellation.


 


10.3          Cancellation of
Available Commitments


 


(a)         On each Termination Date any Available Commitments in
respect of the Facility to which such Termination Date relates shall
automatically be cancelled and the Commitment of each Lender in relation to
such Facility shall automatically be reduced to zero.


 


(b)         No Available Commitments which have been cancelled hereunder
may thereafter be reinstated.


 


10.4          Right of Repayment and
Cancellation in Relation to a Single Lender


 


(a)         If:


 


(i)          any
sum payable to any Lender, Ancillary Facility Lender or L/C Bank by an Obligor
is required to be increased under Clause 17.1 (Tax Gross-up);


 


(ii)         any
Lender, Ancillary Facility Lender or L/C Bank claims indemnification from the
Company under Clause 17.3 (Tax Indemnity)
or Clause 18 (Increased Costs);
or


 


(iii)        any
Lender, Ancillary Facility Lender or L/C Bank invokes Clause 15.2 (Market Disruption),


 


then, subject to
paragraph (c) below:


 


(A)       if
the circumstance relates to a Lender, the Company may:


 


(1)          arrange
for the transfer or assignment in accordance with this Agreement of the whole
(but at par only) of that Lender’s Commitment and participation in the Utilisations
to a new or existing Lender willing to accept that transfer or assignment; or


 


(2)          give
the Facility Agent notice of cancellation of that Lender’s Commitment and the
Company’s intention to procure the repayment of that Lender’s participation in
the Utilisation, whereupon the Commitment of that Lender shall immediately be
reduced to zero;


 


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(B)        if
the circumstance relates to an Ancillary Facility Lender, the Company may give
the Facility Agent notice of cancellation of that Ancillary Facility Lender’s
Ancillary Commitment and the Company’s intention to procure the repayment of
the utilisations of any Ancillary Facility granted by that Ancillary Facility
Lender, whereupon the Ancillary Commitment of that Ancillary Facility Lender
shall immediately be reduced to zero; and


 


(C)        if
the circumstance relates to an L/C Bank, the Company may give the Facility
Agent notice of repayment of any outstanding Documentary Credit issued by such
L/C Bank and cancellation of the appointment of such L/C Bank as an L/C Bank
under this Agreement in relation to any Documentary Credit to be issued in the
future or the provision of full cash cover in respect of such L/C Bank’s
maximum contingent liability under each outstanding Documentary Credit.


 


(b)         On the last day of each Interest Period which ends after the
Company has given notice under paragraph (a)(A)(2), (a)(B) or (a)(C) above
(or, if earlier, the date specified by the Company in that notice), each
Borrower to which a Utilisation or utilisation of an Ancillary Facility is
outstanding shall repay that Lender’s participation in that Utilisation or the
utilisation of the Ancillary Facility granted by that Ancillary Facility Lender
(together with all interest and other amounts accrued under the Relevant
Finance Documents) or, as the case may be, provide full cash cover in respect
of any Documentary Credit issued by that L/C Bank or any contingent liability
under an Ancillary Facility.


 


(c)         The Company may only exercise its rights under
paragraph (b) above if:


 


(i)          in
the case of paragraphs (a)(i) and (a)(ii) above, the
circumstance giving rise to the requirement or indemnification continues or, in
the case of (a)(iii) no more than 90 days have elapsed since the relevant
invoking of Clause 15.2 (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)(A)(1) above shall be subject to the following conditions:


 


(i)          no
Relevant Finance Party shall have any obligation to find a replacement Lender;


 


(ii)         any
replaced Lender shall not be required to refund, or to pay or surrender to any
other Lender, any of the fees or other amounts received by that replaced Lender
under any Finance Document; and


 


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


 


10.5          Right of Cancellation
in Relation to a Defaulting Lender


 


Without prejudice to the
Company’s rights under Clause 2.2 (Increase):


 


(a)         If any Lender becomes a Defaulting Lender, the Company may,
at any time whilst the Lender continues to be a Defaulting Lender, give the
Facility Agent 3 Business Days notice of cancellation of each Available
Commitment of that Lender.


 


81

















 


(b)         On the notice referred to in paragraph (a) above
becoming effective, each Available Commitment of the Defaulting Lender shall
immediately be reduced to zero.


 


(c)         The Facility Agent shall as soon as practicable after
receipt of a notice referred to in paragraph (a) above, notify all
the Lenders.


 


11.            VOLUNTARY
PREPAYMENT


 


11.1          Voluntary Prepayment


 


(a)         Any Borrower may, by giving to the Facility Agent not less
than 5 Business Days prior written notice to that effect (unless an Instructing
Group has given its prior consent to a shorter period):


 


(i)          repay
the A Facility Advance drawn by it in whole or in part (but if in part, in an
amount that reduces the Sterling Amount of the A 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); and


 


(ii)         subject
to Clause 12.8 (Prepayment Fee), repay the B
Facility Advance drawn by it under any B Facility in whole or in part (but if
in part, in an amount that reduces the Sterling Amount of the relevant B
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 an Instructing Group has given its prior consent to a shorter
period), repay any Additional Facility Advance by such minimum amount as is
agreed by the Company and the relevant Additional Facility Lender.


 


11.2          Application of
Repayments


 


(a)         For as long as no Event of Default is outstanding, any
repayment made pursuant to Clause 11.1 (Voluntary
Prepayment) shall be applied in repayment of any of the Term
Facility Outstandings, in whole or in part, as selected by the Company at its
discretion.


 


(b)         Any repayment made pursuant to Clauses 12.2 (Repayment from Net Proceeds), 12.4 (Repayment
from Excess Cash Flow) and 12.5 (Repayment from Equity
Proceeds) and, for as long as an Event of Default is outstanding,
Clause 11.1 (Voluntary Prepayment) shall, in
each case, be applied at the end of the Interest Period or Term current at the
time of receipt of such proceeds, subject to paragraphs (c) and (e) below,
firstly, in repayment of the Term Facility Outstandings pro rata
to the aggregate amount of A Facility Outstandings, B Facility Outstandings
and, unless otherwise specified with respect to any Additional Facility in the
applicable Additional Facility Accession Deed, Additional Facility Outstandings
on the date of such repayment until all A Facility Outstandings, all B Facility
Outstandings and, if applicable, any Additional Facility Outstandings have been
repaid in full; and, secondly, in repayment of Revolving Facility Outstandings
on the date of such repayment.


 


(c)         Any Additional Facility Borrower may agree with any
Additional Facility Lender that it shall be repaid after any of the other Term
Facilities in which case the application of repayment provisions as set out in
paragraph (b) above shall be amended to reflect any such agreement without
the consent of any Lender.


 


82

















 


(d)         Any repayment of A Facility Outstandings made pursuant to
paragraphs (a) or (b) above shall either:


 


(i)          reduce
each of the remaining Repayment Instalments for the A Facility on a pro rata basis; or


 


(ii)         at
the election of the Company made on or prior to the date upon which such
repayment of the A Facility Outstandings is made pursuant to paragraph (a) above,
repay the immediately succeeding four (or less, if there are fewer than four)
Repayment Instalments (other than the Repayment Instalment on the relevant
Final Maturity Date) for the A Facility, in chronological order of maturity,
and thereafter in respect of any excess, reduce each of the remaining Repayment
Instalments for the A Facility on a pro rata basis.


 


(e)         Without prejudice to the provisions of paragraphs (a) and
(b) above, any B Facility Lender may at its sole discretion during the
first 12 months from the Original Execution Date (other than in the case of a
prepayment in full of the relevant B Facility), following such Lender’s receipt
of notice of prepayment, notify the Facility Agent within 2 Business Days after
receipt of such notice that it elects not to receive its share of the
prepayment of the Outstandings under the relevant B Facility to be made
pursuant to paragraphs (a) or (b) above, as applicable, at the time
such prepayment is to be made.  In the
event such notification is made, the amount which would have been applied in
prepaying such B Facility Lender shall instead be applied in prepayment to the
Lenders of the A Facility, any accepting B Facility Lenders and (unless
otherwise specified with respect to any Additional Facility in the applicable
Additional Facility Accession Deed) any Additional Facility Lenders, as
applicable, on a pro rata basis.


 


(f)          Any repayment of any Revolving Facility Outstandings under
this Agreement shall be applied first against Revolving Facility Advances and
when all Revolving Facility Advances have been repaid in full, to provide cash
collateral in respect of any Outstanding L/C Amounts.


 


11.3          Release from
Obligation to Make Advances


 


A Lender for whose account a
repayment is to be made under Clause 10.4 (Right of Repayment and
Cancellation in Relation to a Single Lender) shall not be obliged to
participate in the making of Advances (including Revolving Facility Advances)
or in the issue or counter-guarantee in respect of Documentary Credits or in
the provision of Ancillary Facilities on or after the date upon which the
Facility Agent receives the relevant notice of intention to repay such Lender’s
share of the Outstandings, on which date all of such Lender’s Available
Commitments shall be cancelled and all of its Commitments shall be reduced to
zero.


 


11.4          Notice of Prepayment


 


Any notice of prepayment
given by a Borrower pursuant to Clause 11.1 (Voluntary
Prepayment) or Clause 10.4 (Right of Repayment and
Cancellation in Relation to a Single Lender) shall be irrevocable,
shall specify the date upon which such prepayment is to be made and the amount
of such prepayment and shall oblige that Borrower to make such prepayment on
such date.


 


83

















 


11.5          Restrictions on
Repayment


 


No Borrower may repay all or
any part of any Advance (including, at any time, a Revolving Facility Advance)
except at the times and in the manner expressly provided for in this Agreement.


 


11.6          Cancellation upon
Repayment


 


No amount repaid under this
Agreement may subsequently be reborrowed other than any amount of a Revolving
Facility Advance repaid in accordance with Clause 8.1 (Repayment of Revolving Facility Advances) or any Documentary
Credit repaid in accordance with this Agreement on or prior to the Final
Maturity Date in respect of the Revolving Facility, as applicable, and upon any
repayment (other than in respect of a Revolving Facility Advance, as aforesaid)
the availability of the relevant Facility shall be reduced by an amount
corresponding to the amount of such repayment and the Available Commitment of
each Lender in relation to that Facility shall be cancelled in an amount equal
to such Lender’s Proportion of the amount repaid.  For the avoidance of doubt, unless expressly
agreed to the contrary in the relevant Ancillary Facility Documents, this
Clause 11.6 shall not apply to any Ancillary Facility.


 


12.            MANDATORY
PREPAYMENT AND CANCELLATION


 


12.1          Change of Control


 


If a Change of Control
occurs, all of the Available Commitments shall immediately be cancelled, the Commitments
of each Lender in respect of each Facility shall be reduced to zero and the
Company shall procure that the Outstandings are immediately repaid in full
together with unpaid interest accrued thereon and all other amounts payable
pursuant to Clause 31 (Borrowers’ Indemnities)
and any other provision of this Agreement.


 


12.2          Repayment from Net
Proceeds


 


(a)         The Company shall procure that, subject to Clause 12.6
(Prepayment Threshold Amount),
Clause 12.9 (Limitation on Mandatory Prepayments)
and paragraph (b) below or unless the Facility Agent (acting on the
instructions of an Instructing Group) otherwise agrees, an amount equal to the
Net Proceeds received is applied in or towards repayment of the Outstandings in
accordance with Clause 11.2 (Application of Repayments)
at the end of the Interest Period next ending on or after the 10th Business Day following the date of receipt of
such Net Proceeds.


 


(b)         Paragraph (a) above shall not apply to:


 


(i)          Net
Proceeds arising from a Disposal where such Net Proceeds are used for the
acquisition of or reinvestment in assets used or useful in the Group Business
or in a business whose primary operations are directly related to the Group
Business or are applied towards capital expenditure of the Bank Group, in each case,
within 12 months of the date of the receipt of such Net Proceeds (or within 18
months of receipt if the same are, within 12 months of receipt, contractually
committed to be so applied) and to the extent not otherwise restricted by the
provisions of this Agreement;


 


(ii)         Net
Proceeds arising from any Disposal permitted under Clause 25.6 (Disposals) other than in relation to Disposals permitted
under paragraphs (b) (with respect to surplus assets only and where
the Net Proceeds of such Disposal, or a series of Disposals forming part of the
same transaction, exceeds £10 million), (k), (l), (p)(i), (q), (r), (t) and
(z) thereof;


 


84

















 


(iii)        Net
Proceeds arising from any insurance recovery, where the Net Proceeds arising
out of the same are to be applied within 12 months of receipt (or within 18
months of receipt if the same are, within 12 months of receipt, contractually
committed to be so applied) in replacing, reinstating or repairing the relevant
damaged or destroyed assets or in refinancing any expenditure incurred in the
replacement, reinstatement and/or repair of such assets or for the acquisition
of or reinvestment in assets acquired for use in the Group Business or in a
business whose primary operations are directly related to the Group Business
for application towards capital expenditure;


 


(iv)        the first £200 million of Net
Proceeds of each Content Transaction, which shall be retained by the Bank Group
and, provided that no Event of Default has occurred or would arise as a result
of such payment, may be applied for any purpose as the Company may elect that is not prohibited by the Relevant
Finance Document, including making any Permitted Payment permitted under
Clause 25.5 (Dividends, Distributions and Share Capital);
or


 


(v)         Net
Proceeds arising from any Disposal or insurance recovery where the Net Proceeds
from such Disposal (or a series of related Disposals) or insurance recovery (or
a series of insurance recoveries in respect of the same damage or loss) is an
amount of less than £2.5 million (or its currency equivalent),


 


provided that to the extent
that any Net Proceeds are not applied in accordance with sub-paragraphs (i) or
(iii) above (as applicable) within the applicable time periods specified
such amounts shall, subject to Clause 12.3 (Blocked
Accounts), be applied in or towards repayment of Outstandings in
accordance with Clause 11.2 (Application of Repayments).


 


12.3          Blocked Accounts


 


(a)         In relation to any amount in excess of £30 million of Net Proceeds
referred to in paragraphs (b)(i) and (b)(iii) of Clause 12.2 (Repayment from Net Proceeds), and any amount of Equity
Proceeds contributed to the Bank Group under paragraph (b)(ii) of
Clause 12.5 (Repayment from Equity Proceeds)
pending the acquisition, reinvestment, replacement, reinstatement or repair or
application towards any capital expenditure, acquisition or investment as
contemplated by such provisions, all such amounts shall be deposited in a
Blocked Account.


 


(b)         At the election of the relevant Borrower, any amounts
required to be prepaid under Clause 12.2 (Repayment
from Net Proceeds), Clause 12.4 (Repayment
from Excess Cash Flow) or Clause 12.5 (Repayment
from Equity Proceeds) may be deposited into a Blocked Account and
applied by the Facility Agent in repayment of the Outstandings in accordance
with Clause 11.2 (Application of Repayments),
at the end of the then applicable Interest Period.


 


(c)         While there are any Outstandings or any of the Commitments
are available for drawing, no amount shall be withdrawn from any Blocked
Account by any member of the Group or the Facility Agent except for:


 


(i)          amounts
to be applied (and which are then applied) in accordance with paragraph (a) above;


 


(ii)         amounts
to be applied (and which are then applied) in accordance with paragraph (b) above;
or


 


85

















 


(iii)        following
the Acceleration Date, applications by the Facility Agent of the whole or any
part of the sums standing to the credit of a Blocked Account in or towards
payment of any sums due and unpaid at any time from any Obligor under any
Relevant Finance Document.


 


12.4          Repayment from Excess
Cash Flow


 


(a)         Subject to Clause 12.6 (Prepayment
Threshold Amount), Clause 12.9 (Limitation
on Mandatory Prepayments) and paragraph (b) below, the Company
shall ensure that in any financial year (from and including the financial year
ended 31 December 2011) of the Company, an amount equal to:


 


(i)          50%
of Excess Cash Flow in such financial year of the Company, in the event that
the Compliance Certificate delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial
information delivered pursuant to Clause 22.1 (Financial
Statements) demonstrate that the ratio of Consolidated Net Debt as
at the end of such financial year to Consolidated Operating Cashflow for such
financial year is greater than 3.75:1.00 (rounded to the second decimal
number); or


 


(ii)         25%
of Excess Cash Flow in such financial year of the Company, in the event that
the Compliance Certificate delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial
information delivered pursuant to Clause 22.1 (Financial
Statements) demonstrate that the ratio of Consolidated Net Debt as
at the end of such financial year to Consolidated Operating Cashflow for such
financial year, is equal to or less than 3.75:1.00 but greater than 3.00:1.00
(in each case, rounded to the second decimal number),


 


is, subject to paragraph (c) of
Clause 12.3 (Blocked Accounts), applied in
prepayment of Outstandings in accordance with Clause 11.2 (Application of Repayments) within 10 Business Days of
the filing by the Ultimate Parent of its audited financial statements, provided
that any such payment may be deferred by a period of up to 30 days if the
management of the Ultimate Parent, acting reasonably and in good faith, are
able to demonstrate to the satisfaction of the Facility Agent (acting
reasonably) that the cash reserves of the Group would be reduced temporarily by
such payment to below £200 million (for this purpose disregarding any
availability under the Revolving Facility).


 


(b)         No repayments shall be required under paragraph (a) above
in the event that the Compliance Certificate most recently delivered pursuant
to Clause 22.5 (Compliance Certificates)
and the annual financial information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of
Consolidated Net Debt as at the end of such financial year to Consolidated
Operating Cashflow for the relevant financial year, is equal to or less than
3.00:1.00 (rounded to the second decimal number).


 


12.5          Repayment from Equity
Proceeds


 


(a)         The Ultimate Parent shall procure that, subject to
Clause 12.6 (Prepayment Threshold Amount),
paragraph (c) of Clause 12.3 (Blocked Accounts),
Clause 12.9 (Limitation on Mandatory Prepayments)
and paragraph (b) below, an amount equal to:


 


(i)          50%
of Equity Proceeds other than from any Substitute Financing (received after the
Original Execution Date), in the event that the Compliance Certificate most
recently delivered pursuant to Clause 22.5 (Compliance
Certificates) and the quarterly financial information delivered
pursuant to Clause 22.1 (Financial 


 


86

















 


Statements) for
each Financial Quarter ending on the Quarter Date to which such Compliance
Certificate relates demonstrate that the ratio of Consolidated Net Debt as at
such Quarter Date to Consolidated Operating Cashflow for the Financial Quarter
ending on such Quarter Date, calculated on an annualised basis, is greater than
3.75:1.00 (rounded to the second decimal number);


 


(ii)         25%
of Equity Proceeds other than from any Substitute Financing (received after the
Original Execution Date), in the event that the Compliance Certificate most
recently delivered pursuant to Clause 22.5 (Compliance
Certificates) and the quarterly financial information delivered
pursuant to Clause 22.1 (Financial Statements)
for each Financial Quarter ending on the Quarter Date to which such Compliance
Certificate relates demonstrate that the ratio of Consolidated Net Debt as at
such Quarter Date to Consolidated Operating Cashflow for the Financial Quarter
ending on such Quarter Date calculated on an annualised basis, is equal to or
less than 3.75:1.00 but greater than 3.00:1.00 (in each case, rounded to the
second decimal number); or


 


(iii)        0% of
Equity Proceeds other than from any Substitute Financing (received after the
Original Execution Date), in the event that the Compliance Certificate most
recently delivered pursuant to Clause 22.5 (Compliance
Certificates) and the quarterly financial information delivered
pursuant to Clause 22.1 (Financial Statements)
for each Financial Quarter ending on the Quarter Date to which such Compliance
Certificate relates demonstrate that the ratio of Consolidated Net Debt as at
such Quarter Date to Consolidated Operating Cashflow for the Financial Quarter
ending on such Quarter Date calculated on an annualised basis, is equal to or
less than 3.00:1.00 (rounded to the second decimal number),


 


shall be contributed to a
member of the Bank Group in accordance with Clause 24.15 (Contributions to the Bank Group) and applied in or towards
prepayment of Outstandings in accordance with Clause 11.2 (Application of Repayments), in each case, within
10 Business Days following receipt of such Equity Proceeds provided that
no amount of Equity Proceeds shall be required to be prepaid under this
paragraph (a) unless the amount of Equity Proceeds received by the Group
in connection with any single raising of Equity Proceeds exceeds £10 million
(or its equivalent in other currencies).


 


(b)         Paragraph (a) above shall not apply to any Equity
Proceeds:


 


(i)          to
the extent that any Borrower has made a voluntary prepayment of the
Outstandings in accordance with Clause 11.1 (Voluntary
Prepayment) using the proceeds of any Parent Debt (the “Voluntary Prepayment Amount”) and, in the
case of the Revolving Facility Outstandings, the aggregate Revolving Facility
Commitments have been permanently cancelled by an amount equal to the amount of
Revolving Facility Outstandings so prepaid and such Equity Proceeds are applied
in prepayment of the Parent Debt so used;


 


(ii)         to
the extent contributed to or invested in the Bank Group in accordance with
Clause 24.15 (Contributions to the Bank
Group) and thereafter applied by the ultimate recipient thereof
towards capital expenditure or the purchase price of any acquisition or
investment to the extent permitted by Clause 25.13 (Acquisitions
and Investments);


 


(iii)        to
the extent raised by any member of the Group which is a Joint Venture but which
is not a member of the Bank Group and applied for its own purposes;


 


87

















 


(iv)        arising
from the exercise of stock options or any similar securities issued to, or
stock purchases made by, directors, officers, employees or consultants of any
member of the Group; or


 


(v)         in
respect of any New Equity issued by the Ultimate Parent and applied for the
purposes permitted under Clause 23.3 (Equity Cure Right)
or paragraph (m) of Clause 25.13 (Acquisitions and
Investments),


 


provided that in the case of
sub-paragraph (ii) above, such Equity Proceeds shall immediately upon
their contribution into the Bank Group, be deposited into a Blocked Account and
if not applied in accordance with sub-paragraph (ii), as the case may be,
within 180 days of such receipt (or within 365 days of receipt if the same are,
within 180 days of receipt, contractually committed to be so applied), shall,
subject to paragraph (b) of Clause 12.3 (Blocked
Accounts) be applied in or towards repayment of Outstandings in
accordance with Clause 11.2 (Application of Repayments).


 


12.6          Prepayment Threshold
Amount


 


No Obligor shall be required
to make any repayment or prepayment pursuant to Clause 12.2 (Repayment from Net Proceeds) (other than with respect to Net
Proceeds from a Content Transaction), Clause 12.4 (Repayment
from Excess Cash Flow) or Clause 12.5 (Repayment
from Equity Proceeds) unless, in any financial year of the Company,
the aggregate amount of (i) Net Proceeds (other than Net Proceeds from any
Content Transaction), (ii) Excess Cash Flow and (iii) Equity
Proceeds, in each case, that would be required to be applied in repayment or
prepayment pursuant to such provisions, exceeds 10% of the Consolidated
Operating Cashflow for the previous financial year of the Company (the “Prepayment Threshold Amount”). To
the extent such aggregate amount does not exceed the Prepayment Threshold Amount,
such amount may be applied for any purpose permitted
by the Relevant Finance Documents as the Company may elect, including
making any Permitted Payment permitted under Clause 25.5 (Dividends, Distributions and Share Capital). Any amount in excess of the Prepayment Threshold
Amount shall be applied in repayment or prepayment pursuant to Clause 12.2
(Repayment from Net Proceeds), 12.4 (Repayment from Excess Cash Flow) or 12.5 (Repayment from Equity Proceeds), as applicable.


 


12.7          Trapped Cash


 


If:


 


(a)         moneys are required to be applied in prepayment or repayment
of the Facilities under this Clause 12, but in order to be so applied such
moneys need to be upstreamed or otherwise transferred from one member of the
Group to another member of the Group to effect such prepayment or repayment;
and


 


(b)         the Company and the relevant members of the Group determine
in good faith that such moneys cannot be so upstreamed or transferred without
breaching a financial assistance prohibition, causing a director to breach his
or her fiduciary duties to a company or without breaching some other legal
prohibition, or such upstreaming or transfer is otherwise unlawful or would
result in material adverse tax consequences for the Company or such relevant
members of the Group,


 


then, there will be no
obligation to make such payment or prepayment until such impediment no longer
applies, provided that:


 


(i)          during
such period, (to the extent lawful) the monies will be placed in a Blocked
Account;


 


88

















 


(ii)         in
the case of any impediment relating to potential material adverse tax
consequences, the Company shall procure that the prepayment obligations under
this Clause 12, shall be complied with by using the proceeds retained to
repay Outstandings owing by the member of the Group which received such
proceeds provided that such payment itself does not create a potential material
adverse tax consequence; and


 


(iii)        the
Company and the relevant members of the Group will use all reasonable
endeavours to overcome any impediments described in this Clause 12.7.


 


12.8          Prepayment Fee


 


The repayment of all B
Facility Advances in full pursuant to Clause 11.1(a)(ii) (Voluntary Prepayment) or Clause 12.1 (Change of Control) shall be subject to the payment of a
prepayment premium. The amount of such premium as well as the period for which
it applies shall be set out with respect to each B Facility in the applicable B
Facility Accession Deed.


 


12.9          Limitation on
Mandatory Prepayments


 


No Obligor shall be required
to make any repayment or prepayment pursuant to Clause 12.2 (Repayment from Net Proceeds), Clause 12.4 (Repayment from Excess Cash Flow) or Clause 12.5 (Repayment from Equity Proceeds) if, as a result of any such
repayment or prepayment, the aggregate principal amount of all Term Facility
Outstandings would be less than £1.0 billion, in which case the amount that
would have otherwise been required to be applied in repayment or prepayment may
be applied for any purpose as the Company may elect, including making any
Permitted Payment permitted under Clause 25.5 (Dividends,
Distributions and Share Capital).


 


13.            INTEREST ON
REVOLVING FACILITY ADVANCES


 


13.1          Interest Payment Date
for Revolving Facility Advances


 


On (a) each Repayment
Date (and, if the Term of any Revolving Facility Advance exceeds 6 months, on
the expiry of each period of 6 months during such Term) or (b) if
Clause 17.2(d) (Lender Tax Status)
applies, the relevant Confirmation Date, the relevant Borrowers shall pay
accrued interest on each Revolving Facility Advance made to it.


 


13.2          Interest Rate for
Revolving Facility Advances


 


The rate of interest
applicable to each Revolving Facility Advance during its Term shall be the rate
per annum which is the sum of the Revolving Facility Margin, the Mandatory Cost
for such Advance at such time (if applicable) and, in relation to any Revolving
Facility Advance denominated in euro, EURIBOR, or in relation to any Revolving
Facility Advance denominated in any other currency, LIBOR, for the relevant
Term.


 


13.3          Margin Ratchet for
Revolving Facility Advances


 


(a)         Subject to paragraph (c) below, if in respect of
any Quarter Date falling not less than 6 months after the Original Execution
Date, the ratio of Consolidated Net Debt to Consolidated Operating Cashflow
computed on the same basis as the ratio set out in paragraph (a) of
Clause 23.2 (Ratios) is within the range of
ratios set out in column 1 of the table set out below (rounded to the second
decimal number), then the Revolving Facility Margin shall be reduced or
increased to the percentage rate per annum set out opposite the relevant range
in column 2.


 


89
















 


	
  Leverage Ratio

  	
   

  	
   

  	
   

  	
  Margin

  	
   

  
	
  Greater than

  	
   

  	
  3.75:1.00

  	
   

  	
  3.50

  	
  %

  
	
  Equal to or less than

  	
   

  	
  3.75:1.00 but greater than
  3.25:1.00

  	
   

  	
  3.25

  	
  %

  
	
  Equal to or less than

  	
   

  	
  3.25:1.00 but greater than
  2.75:1.00

  	
   

  	
  3.00

  	
  %

  
	
  Equal to or less than

  	
   

  	
  2.75:1.00

  	
   

  	
  2.75

  	
  %

  



 


(b)         Any reduction or increase to the Revolving Facility Margin
in accordance with paragraph (a) above shall take effect in relation to
Revolving Facility Advances with effect from the date of receipt by the
Facility Agent in respect of the relevant Quarter Date of:


 


(i)          the
quarterly financial information required to be delivered in accordance with
Clause 22.1 (Financial Statements); and


 


(ii)         a
Compliance Certificate required to be delivered in accordance with
Clause 22.5 (Compliance Certificates)
evidencing the relevant ratio of Consolidated Net Debt to Consolidated
Operating Cashflow,


 


and shall apply until the
date of receipt by the Facility Agent of the quarterly financial information
and Compliance Certificate in respect of the next succeeding Quarter Date on
which the financial covenants are required to be tested pursuant to
Clause 23.2 (Ratios) having regard to the
provisions of paragraph (d) thereof (or if such financial information and
Compliance Certificate are not so delivered, the last day upon which such financial
information and Compliance Certificate should have been so delivered in
accordance with Clause 22.1 (Financial Statements)
and Clause 22.5 (Compliance Certificates)
in respect of such Quarter Date) whereupon the Revolving Facility Margin shall
be recalculated on the basis of such financial information and Compliance
Certificate.


 


(c)         Upon the occurrence of any Event of Default, the Revolving
Facility Margin shall revert to 3.50% and shall remain at such rate for so long
as such Event of Default is continuing and when such Event of Default ceases to
be continuing it shall revert:


 


(i)          in
the case of an Event of Default set out in paragraph (c) of
Clause 27.2 (Covenants), upon the date on
which the Facility Agent has received a Compliance Certificate confirming
compliance with the financial covenants set out in Clause 23 (Financial Condition); or


 


(ii)         in
the case of any other Event of Default either (A) upon the date on which
the Facility Agent has received a certificate of a duly authorised officer of the
Company certifying that such Event of Default has been remedied, in which case,
immediately upon receipt of such certificate or (B) where the Lenders have
waived such Event of Default in accordance with the terms of this Agreement,
immediately upon the Facility Agent having confirmed to the Company that such
Event of Default has been waived,


 


in each case, to the
applicable rate provided in paragraph (a) above by reference to:


 


(d)         In the case of an Event of Default of the type referred to
in paragraph (c)(i) above, the ratio of Consolidated Net Debt to
Consolidated Operating Cashflow set out in the Compliance Certificate referred
to therein; or


 


90

















 


(e)         in the case of any other Event of Default, the ratio of
Consolidated Net Debt to Consolidated Operating Cashflow set out in the
Compliance Certificate most recently delivered to the Facility Agent prior to
the remedy or waiver of such Event of Default.


 


14.            INTEREST ON TERM
FACILITY ADVANCES


 


14.1          Interest Periods for
Term Facility Advances


 


The period for which a Term
Facility Advance is outstanding shall be divided into successive periods (each
an “Interest Period”) each of which (other
than the first) shall start on the last day of the preceding such period.


 


14.2          Duration


 


The duration of each Interest
Period shall, save as otherwise provided in this Agreement, be 1, 2, 3 or 6
months in respect of each Term Facility other than the B Facility and, in
respect of the B Facility, 2, 3 or 6 months, or, in each case, such other
period of up to 12 months as all the Lenders holding Commitments (in the case
of the first Interest Period for a Term Facility Advance, and thereafter,
Outstandings) under the relevant Facility may agree, in each case, as the
relevant Borrower may select by no later than 2:00 p.m. on the date
falling 3 Business Days before the first day of the relevant Interest Period,
provided that:


 


(a)         if such Borrower fails to give such notice of selection in
relation to an Interest Period, the duration of that Interest Period shall,
subject to the other provisions of this Clause 14, be 3 months; and


 


(b)         any Interest Period that would otherwise end during the
month preceding or extend beyond a Repayment Date relating to the Term Facility
Outstandings shall be of such duration that it shall end on that Repayment Date
if necessary to ensure that there are Advances under the relevant Term Facility
with Interest Periods ending on the relevant Repayment Date in a sufficient
aggregate amount to make the repayment due on that Repayment Date.


 


14.3          Consolidation and
Division of Term Facility Advances


 


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


 


(i)          relate
to Term Facility Advances under the same Term Facility made to the same
Borrower in the same currency; and


 


(ii)         end
on the same date,


 


those Term
Facility Advances will, unless that Borrower (or the Company on its behalf)
specifies to the contrary for the next Interest Period, be consolidated into,
and treated as, a single Term Facility Advance on the last day of the Interest
Period.


 


(b)         Subject to the requirements of Clause 14.2 (Duration), a Borrower (or the Company on its behalf) may, by
no later than 2:00 p.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 Sterling Amount of the Term Facility Advance
being so divided) as shall be specified by that Borrower or the Company in such
notice provided that no such direction may be made if:


 


91

















 


(i)          as a
result of so doing, there would be more than 10 Advances outstanding under the
relevant Term Facility; or


 


(ii)         any
Term Facility Advance thereby coming into existence would have a Sterling
Amount of less than £25 million.


 


14.4          Payment of Interest
for Term Facility Advances


 


On (a) the last day of
each Interest Period (or if such day is not a Business Day, on the immediately
succeeding Business Day in the then current month (if there is one) or the
preceding Business Day (if there is not)), and if the relevant Interest Period
exceeds 6 months, on the expiry of each 6 month period during that Interest
Period, or (b) if Clause 17.2(d) (Lender Tax
Status) applies, the relevant Confirmation Date, the relevant
Borrower shall pay accrued interest on the Term Facility Advance to which such
Interest Period relates.


 


14.5          Interest Rate for Term
Facility Advances


 


The rate of interest
applicable to a Term Facility Advance at any time during an Interest Period
relating to it shall be the rate per annum which is the sum of the Applicable
Margin, the Mandatory Cost for such Advance at such time (if applicable) and,
LIBOR, for such Interest Period.


 


14.6          Margin Ratchet for A
Facility Advances


 


(a)         Subject to paragraph (c) below, if in respect of
any Quarter Date falling not less than 6 months after the Original Execution
Date the ratio of Consolidated Net Debt to Consolidated Operating Cashflow
computed on the same basis as the ratio set out in paragraph (a) of
Clause 23.2 (Ratios) is within the range of
ratios set out in column 1 of the table set out below (rounded to the second
decimal number), then the A Facility Margin shall be reduced or increased to
the percentage rate per annum set out opposite the relevant range in column 2.


 


	
  Leverage Ratio

  	
   

  	
   

  	
   

  	
  Margin

  	
   

  
	
  Greater than

  	
   

  	
  3.75:1.00

  	
   

  	
  3.50

  	
  %

  
	
  Equal to or less than

  	
   

  	
  3.75:1.00 but greater than
  3.25:1.00

  	
   

  	
  3.25

  	
  %

  
	
  Equal to or less than

  	
   

  	
  3.25:1.00 but greater than
  2.75:1.00

  	
   

  	
  3.00

  	
  %

  
	
  Equal to or less than

  	
   

  	
  2.75:1.00

  	
   

  	
  2.75

  	
  %

  



 


(b)         Any reduction or increase to the A Facility Margin in
accordance with paragraph (a) above shall take effect in relation to A
Facility Advances with effect from the date of receipt by the Facility Agent in
respect of the relevant Quarter Date of:


 


(i)          the
quarterly financial information required to be delivered in accordance with
Clause 22.1 (Financial Statements); and


 


(ii)         a
Compliance Certificate required to be delivered in accordance with
Clause 22.5 (Compliance Certificates)
evidencing the relevant ratio of Consolidated Net Debt to Consolidated
Operating Cashflow,


 


and shall apply until the
date of receipt by the Facility Agent of the quarterly financial information
and Compliance Certificate in respect of the next succeeding Quarter Date on
which the financial covenants are required to be tested pursuant to
Clause 23.2 (Ratios) having regard to the
provisions of paragraph (d) thereof (or if 


 


92

















 


such financial information
and Compliance Certificate are not so delivered, the last day upon which such
financial information and Compliance Certificate should have been so delivered
in accordance with Clause 22.1 (Financial Statements)
and Clause 22.5 (Compliance Certificates)
in respect of such Quarter Date) whereupon the A Facility Margin shall be
recalculated on the basis of such financial information and Compliance
Certificate.


 


(c)         Upon the occurrence of any Event of Default, the A Facility
Margin shall revert to 3.50% and shall remain at such rate for so long as the Event
of Default is continuing and when such Event of Default ceases to be continuing
it shall revert:


 


(i)          in
the case of an Event of Default set out in paragraph (c) of
Clause 27.2 (Covenants), upon the date on
which the Facility Agent has received a Compliance Certificate confirming
compliance with the financial covenants set out in Clause 23 (Financial Condition); or


 


(ii)         in
the case of any other Event of Default either (A) upon the date on which
the Facility Agent has received a certificate of a duly authorised officer of
the Company certifying that such Event of Default has been remedied,
immediately upon receipt of such certificate or (B) where the Lenders have
waived such Event of Default in accordance with the terms of this Agreement,
immediately upon the Facility Agent having confirmed to the Company that such
Event of Default has been waived,


 


in each case, to the
applicable rate provided in paragraph (a) above by reference to:


 


(A)       in
the case of an Event of Default of the type referred to in paragraph (c)(i) above,
the ratio of Consolidated Net Debt to Consolidated Operating Cashflow set out
in the Compliance Certificate referred to therein; or


 


(B)        in
the case of any other Event of Default, the ratio of Consolidated Net Debt to
Consolidated Operating Cashflow set out in the Compliance Certificate most
recently delivered to the Facility Agent prior to the remedy or waiver of such
Event of Default.


 


14.7          Margin Ratchet for B
Facility Advances


 


The B Facility
Margin in respect of a B Facility shall be subject to any reduction or increase
as may be set forth in the relevant B Facility Accession Deed.


 


14.8          Interest on Additional
Facilities


 


The rate of interest on any
Additional Facility and the timing of payment of such interest shall be
regulated by the relevant Additional Facility Accession Deed.


 


14.9          Notification


 


The Facility Agent shall
promptly notify the relevant Borrowers and the Lenders of each determination of
LIBOR, EURIBOR, the Mandatory Cost, and any change to the proposed length of a
Term or Interest Period or any interest rate occasioned by the operation of
Clause 15 (Market Disruption and Alternative Interest
Rates).


 


93

















 


15.            MARKET DISRUPTION
AND ALTERNATIVE INTEREST RATES


 


15.1          Absence of Quotations


 


Subject to Clause 15.2 (Market Disruption):


 


(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 15.2 (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 15.3 (Alternative Reference Bank
Rate) applies but an Alternative Reference Bank does not supply a quotation
in accordance with Clause 15.3 (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.


 


15.2          Market Disruption


 


(a)         If a Market Disruption Event occurs in relation to an
Advance for any Interest Period, 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 15.4 (Alternative Rate)) be the rate per annum which is the sum
of:


 


(i)          the
Applicable Margin;


 


(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 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 or Term provided that if more than one such rate is notified to
the Facility Agent pursuant to this Clause 15.2(a)(ii), the rate shall be
the average of those rates so notified; and


 


(iii)        the
Mandatory Cost, if any, applicable to such Lender’s participation in the
relevant Advance.


 


(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,


 


the cost to that Lender of
funding its participation in that Advance for that Interest Period shall be
deemed, for the purposes of paragraph (a) above, to be the Alternative
Reference Bank Rate.


 


94

















 


(c)         In this Agreement:


 


“Alternative
Market Disruption Event” means:


 


(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


 


(ii)         before
close of business in London on the Quotation Day 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


 


“Market
Disruption Event” means:


 


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


 


15.3          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 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 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 the
Company and the Lenders of the arithmetic mean of the rates supplied to it in
accordance with paragraph (a) above (the “Alternative Reference Bank Rate”).


 


15.4          Alternative Rate


 


If Clause 15.2 (Market Disruption) applies and the Facility Agent or the
Company so requires, the Facility Agent and the Company shall enter into
negotiations with a view to agreeing an alternative basis:


 


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


 


95

















 


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


 


and any such alternative
basis that is agreed shall take effect in accordance with its terms and be
binding on each party to this Agreement, provided that the Facility Agent may
not agree any such alternative basis without the prior consent of each Lender
holding Outstandings under each applicable Facility, acting reasonably.


 


16.            COMMISSIONS AND
FEES


 


16.1          Commitment Fees


 


(a)         The Borrowers shall pay to the Facility Agent for the
account of each relevant Lender (other than an Ancillary Facility Lender) a
commitment commission on the aggregate amount of such Lender’s Available
Revolving Facility Commitment made available by it (other than any Ancillary
Facility) from day to day during the period beginning on the earlier of (i) the
first Utilisation Date and (ii) 30 days after the Original Execution Date
and ending on the Termination Date for the Revolving Facility, such commitment
commission to be calculated at a rate of 40% of the applicable Revolving
Facility Margin, payable in arrears on the last day of each successive period
of 3 months which ends during such period and on the Termination Date for the
Revolving Facility.


 


(b)         No commitment fee is payable to the Facility Agent (for the
account of a Lender) on any Available Revolving Facility Commitment of that
Lender for any day on which that Lender is a Defaulting Lender.


 


16.2          Arrangement and
Underwriting Fee


 


(a)         The Company shall pay to the Bookrunners the fees specified
in the Senior Fee Letter at the times and in the amounts specified in such
letter.


 


(b)         The Company shall pay to any Additional Facility Lenders the
fees specified in the relevant Additional Facility Accession Deed at the times
and in the amounts specified in such Additional Facility Accession Deed.


 


16.3          Agency Fee


 


The Company shall pay to the
Facility Agent and the Security Trustee for their own account the fees
specified in the letter dated on or about the Original Execution Date from the
Facility Agent to the Company at the times and in the amounts specified in such
letter.


 


16.4          Documentary Credit Fee


 


Each Borrower shall, in
respect of each Documentary Credit issued on its behalf pay to the Facility
Agent for the account of each L/C Lender (for distribution in proportion to
each L/C Lender’s L/C Proportion of such Documentary Credit) a documentary
credit fee in the currency in which the relevant Documentary Credit is
denominated at a rate equal to the applicable Revolving Facility Margin applied
on the Outstanding L/C Amount in relation to such Documentary Credit (less any
amount which has been repaid or prepaid). 
Such documentary credit fee shall be paid in arrears on each Quarter
Date during the Term of the relevant Documentary Credit and on the relevant
Expiry Date (or the date of its repayment, prepayment or cancellation, if
earlier) for that Documentary Credit.


 


96

















 


16.5          L/C Bank Fee


 


Each relevant Borrower shall
pay:


 


(a)         to the Original L/C Bank a fronting fee in respect of each
Documentary Credit requested by it and issued by the Original L/C Bank in the
amount and at the times agreed in the letter dated on or about the Original
Execution Date between the Original L/C Bank and the Company; and


 


(b)         to any other L/C Bank a fronting fee in respect of each
Documentary Credit requested by it and issued by that L/C Bank, in the amount
and at the times agreed in any letter entered into between such L/C Bank and
such Borrower.


 


17.            TAXES


 


17.1          Tax Gross-up


 


(a)         Each payment made by the Parent or an Obligor under a
Relevant Finance Document shall be made by it without any Tax Deduction, unless
a Tax Deduction is required by Law.  Any
Tax Deduction in relation to any payment due in any currency other than
Sterling shall be calculated using the Facility Agent’s Spot Rate of Exchange
on the date such payment is made and the Parent and the Obligors shall have no
liability if any subsequent credit or refund received by any Lender from any
tax authority in relation thereto is in a different amount (when converted to
the non-Sterling currency on any date).


 


(b)         As soon as it becomes aware that the Parent or an Obligor is
or will be required by Law to make a Tax Deduction (or that there is any change
in the rate at which or the basis on which such Tax Deduction is to be made)
the Parent or the relevant Obligor shall notify the Facility Agent
accordingly.  Similarly, a Lender shall
notify the Facility Agent and the Parent upon becoming so aware in respect of a
payment payable to that Lender.


 


(c)         If a Tax Deduction is required by Law to be made by the
Parent or an Obligor, the amount of the payment due shall, unless paragraph (f) below
applies, be increased to an amount so that, after the required Tax Deduction is
made, the payee receives an amount equal to the amount it would have received
had no Tax Deduction been required.


 


(d)         If a Tax Deduction is required by Law to be made by the
Facility Agent or the Security Trustee (other than by reason of the Facility
Agent or the Security Trustee performing its obligations as such under this
Agreement through an office located outside the United Kingdom) from any
payment to any Relevant Finance Party which represents an amount or amounts
received from the Parent or an Obligor, either the Parent or that Obligor, as
the case may be, shall, unless paragraph (f) below applies, pay directly
to that Relevant Finance Party an amount which, after making the required Tax
Deduction enables the payee of that amount to receive an amount equal to the
payment which it would have received if no Tax Deduction had been required.


 


(e)         If a Tax Deduction is required by Law to be made by the
Facility Agent or the Security Trustee from any payment to any Relevant Finance
Party under paragraph (d) above, the Facility Agent or the Security
Trustee as appropriate shall unless paragraph (g) below applies, make that
Tax Deduction and any payment required in connection with that Tax Deduction to
the relevant taxing authority within the time allowed and in the minimum amount
required by Law and within 30 days of making either a Tax Deduction or any
payment in connection with that Tax Deduction, the Facility Agent or 


 


97

















 


the
Security Trustee, as appropriate, making that Tax Deduction or other payment
shall deliver to the relevant Borrower evidence that the Tax Deduction or other
payment has been made or accounted for to the relevant tax authority.


 


(f)          Neither the Parent nor any Obligor is required to make a Tax
Payment to a Lender under paragraphs (c) or (d) above for a Tax
Deduction in respect of tax imposed by the United Kingdom on a payment of
interest in respect of a participation in an Advance by that Lender to any UK
Borrower where that Lender is not a Qualifying UK Lender on the date on which
the relevant payment of interest is due (otherwise than as a consequence of a Change
in Tax Law) to the extent that payment could have been made without a Tax
Deduction if that Lender had been a Qualifying UK Lender on that date.


 


(g)         Either the Parent or the relevant Obligor which is required
to make a Tax Deduction shall make that Tax Deduction and any payment required
in connection with that Tax Deduction to the relevant taxing authority within
the time allowed and in the minimum amount required by Law.


 


(h)         Within 30 days of making either a Tax Deduction or any
payment required in connection with that Tax Deduction, either the Parent or
the relevant Obligor making that Tax Deduction or other payment shall deliver
to the Facility Agent for the Relevant Finance Party entitled to the interest
to which such Tax Deduction or payment relates, evidence that the Tax Deduction
or other payment has been made or accounted for to the relevant tax authority.


 


17.2          Lender Tax Status


 


(a)         Each Lender represents and warrants to the Facility Agent
and to each Borrower:


 


(i)          in
the case of an Original Lender, that as at the Original Execution Date, it has
the tax status set out opposite its name in Part 2 of Schedule 1 (Lender Tax Status); or


 


(ii)         in
the case of any other Lender, that as at the relevant Transfer Date or Increase
Date, it is:


 


(A)       a UK
Bank Lender;


 


(B)        a UK
Non-Bank Lender and falls within paragraph (a) or (b) of the
definition thereof; or


 


(C)        a UK
Treaty Lender,


 


as the same shall be
expressly indicated in the relevant Transfer Deed or Increase Confirmation.


 


(b)         Each Lender expressed to be a “UK Non-Bank Lender” in Part 2
of Schedule 1 (Lender Tax Status) or in the
Transfer Deed or Increase Confirmation pursuant to which it becomes a Lender
represents and warrants to:


 


(i)          the
Facility Agent and to each UK Borrower, on the Original Execution Date, or on
the relevant Transfer Date or Increase Date (as the case may be) that it is
within paragraph (a) of the definition of UK Non-Bank Lender on that date
(unless, if it is not within such paragraph (a), it is within paragraph (b) of
such definition on that date, and has notified the Facility Agent of the
circumstances by virtue of which it falls within such paragraph (b) and
has provided evidence 


 


98

















 


of the same to the
Company if and to the extent requested to do so, by the Facility Agent; and


 


(ii)         the
Facility Agent and to each UK Borrower, that unless it notifies the Facility
Agent and the Company to the contrary in writing prior to any such date, its
representation and warranty in paragraph (i) above is true in
relation to that Lender’s participation in each Advance made to such Borrower,
on each date that such UK Borrower makes a payment of interest in relation to
such Advance.


 


(c)         A Lender that intends to qualify as a UK Treaty Lender and
either the Parent or the relevant Obligor that makes a payment to which that
Lender is entitled shall cooperate in completing any procedural formalities as
may be necessary for either the Parent or the relevant Obligor to obtain
authorisation to make that payment without a Tax Deduction; provided, however,
that nothing in this paragraph (c) shall require a Lender to disclose
any confidential information or information regarding its business, tax affairs
or tax computations (including, without limitation, its tax returns or its
calculations).


 


(d)         (i)          If, in relation to any interest payment
to a Lender on an Advance made to a UK Borrower:


 


(A)       that
Lender has confirmed to the relevant UK Borrower and to the Facility Agent
before that interest payment would otherwise fall due that:


 


(1)         it
has completed the necessary procedural formalities referred to in
paragraph (c) above; and


 


(2)         H.M.
Revenue & Customs has not declined to issue the authorisation referred
to in the definition of “UK Treaty Lender” (the “Authorisation”) to that Lender in relation to that Advance, or
if H.M. Revenue & Customs has declined, the Lender is disputing that
decision in good faith; and


 


(B)        the
relevant UK Borrower has not received the Authorisation,


 


then, such Lender may elect, by
not less than 5 Business Days prior confirmation in writing to the Facility
Agent, that such interest payment (the “relevant Interest Payment”)
shall not be due and payable under Clause 13.1 (Interest
Payment Date for Revolving Facility Advances) or Clause 14.4 (Payment of Interest for Term Facility Advances) (as
applicable) until the date (the “Confirmation Date”)
which is 5 Business Days after the earlier of:


 


(X)       the date on which the Authorisation is
received by the relevant UK Borrower;


 


(Y)        the date that Lender confirms to the relevant
UK Borrower and the Facility Agent that it is not entitled to claim full relief
from liability to taxation otherwise imposed by the United Kingdom (in relation
to that Lender’s participation in Advances made to that UK Borrower) on
interest under a Double Taxation Treaty in relation to the relevant Interest
Payment; and


 


(Z)        the earlier of (I) the date which is 6
months after the date on which the relevant Interest Payment had otherwise been
due and payable and


 


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(II) the date of final repayment (whether scheduled, voluntary or
mandatory) of principal in respect of the relevant Interest Payment.


 


(ii)         For
the avoidance of doubt, in the event that sub-paragraph (i) above
applies, the Interest Period or Term to which the relevant Interest Payment
relates shall not be extended and the start of the immediately succeeding
Interest Period or Term shall not be delayed.


 


(e)         Any Lender which was a Qualifying UK Lender when it became
party to this Agreement but subsequently ceases to be a Qualifying UK Lender
(other than by reason of a Change in Tax Law in the United Kingdom) shall
promptly notify the UK Borrowers of that event, provided that if there is a
Change in Tax Law in the United Kingdom which in the reasonable opinion of such
UK Borrowers may result in any Lender which was a Qualifying UK Lender when it
became a party to this Agreement ceasing to be a Qualifying UK Lender, such
Qualifying UK Lender shall co-operate with such UK Borrowers and provide
reasonable evidence requested by such UK Borrowers in order for such UK
Borrowers to determine whether such Lender has ceased to be a Qualifying UK
Lender provided, however, that nothing in this paragraph (e) shall require
a Lender to disclose any confidential information or information regarding its
business, tax affairs or tax computations (including without limitation, its
tax returns or its calculations).


 


(f)          For the purposes of paragraphs (a) to (e) above,
each Lender shall promptly deliver such documents evidencing its corporate and
tax status as the Facility Agent or the Company may reasonably request,
provided that in the event that any Lender fails to comply with the foregoing
requirement, any Borrower shall be permitted:


 


(i)          to
withhold and retain an amount in respect of the applicable withholding tax
estimated in good faith by such Borrower to be required to be withheld in
respect of interest payable to such Lender; or


 


(ii)         subject
to the provisions of paragraph (a) of Clause 37.5 (Assignments or Transfers by Lenders), to refuse to grant its
consent to such transfer.


 


(g)         In the event that either the Facility Agent or the Company
has reason to believe that any representation given by a Lender in accordance
with this Clause 17.2 is incorrect or inaccurate, the Facility Agent or
the Company (as the case may be) shall promptly inform the other party and the
relevant Lender, and may thereafter request such documents relating to the
corporate and tax status of such Lender as the Facility Agent or the Company
may reasonably require for the purposes of determining whether or not such
representation was indeed incorrect.


 


(h)         If, following delivery of such documentation and following
consultation between the Facility Agent, the Company and the relevant Lender,
the Company concludes (acting reasonably and in good faith) that there is
insufficient evidence to determine the relevant tax status of such Lender, the
relevant Borrower shall be permitted in respect of such Lender, to withhold and
retain an amount in respect of the applicable withholding tax estimated in good
faith by such Borrower to be required to be withheld in respect of interest
payable to such Lender until such time as that Lender has delivered sufficient
evidence of its tax status to the Facility Agent and the Company.


 


17.3          Tax Indemnity


 


(a)         Subject to paragraph (b) below, the Company shall
(within 5 Business Days of demand by the Facility Agent) pay (or procure that
either the Parent or the relevant Obligor pays) for the account of a Protected
Party an amount equal to any Tax 


 


100

















 


Liability
which that Protected Party reasonably determines has been or will be suffered
by that Protected Party (directly or indirectly) in connection with any
Relevant Finance Document.


 


(b)         Paragraph (a) above shall not apply:


 


(i)          with
respect to any Tax Liability of a Protected Party in respect of Tax on Overall
Net Income of that Protected Party; or


 


(ii)         to
the extent that any Tax Liability has been compensated for by an increased
payment or other payment under paragraphs (c) or (d) of
Clause 17.1 (Tax Gross-up) or would have been
compensated for by such an increased payment or other payment, but for the
application of paragraph (f) of Clause 17.1 (Tax Gross-up).


 


(c)         A Protected Party making, or intending to make, a claim
pursuant to paragraph (a) above shall promptly notify the Facility
Agent of the event which will give, or has given, rise to the claim together
with supporting evidence, following which the Facility Agent shall notify the
Company and provide such evidence to it.


 


(d)         A Protected Party shall, on receiving a payment from either
the Parent or an Obligor under this Clause 17.3, notify the Facility
Agent.


 


(e)         In this Clause 17.3:


 


“Tax
Liability” means, in respect of any Protected Party:


 


(i)          any
liability or any increase in the liability of that person to make any payment
of or in respect of tax;


 


(ii)         any
loss of any relief, allowance, deduction or credit in respect of tax which
would otherwise have been available to that person;


 


(iii)        any
setting off against income, profits or gains or against any tax liability of
any relief, allowance, deduction or credit in respect of tax which would
otherwise have been available to that person; and


 


(iv)        any
loss or setting off against any tax liability of a right to repayment of tax
which would otherwise have been available to that person.


 


For this purpose, any
question of whether or not any relief, allowance, deduction, credit or right to
repayment of tax has been lost or set off in relation to any person, and if so,
the date on which that loss or set off took place, shall be conclusively
determined by that person, acting reasonably and in good faith and such
determination shall be binding on the relevant parties to this Agreement.


 


“Tax on
Overall Net Income” means, in relation to a Protected Party, tax
(other than tax deducted or withheld from any payment) imposed on the net
income received or receivable (but not any sum deemed to be received or
receivable) by that Protected Party by the jurisdiction in which the relevant
Relevant Finance Party is incorporated or, if different, the jurisdiction (or
jurisdictions) in which the Relevant Finance Party is treated as residing for
tax purposes or in which the relevant Relevant Finance Party’s Facility Office
or head office is situated.


 


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17.4          Tax Credit


 


(a)         If either the Parent or an Obligor makes a Tax Payment and
the relevant Relevant Finance Party determines, in its sole opinion, that:


 


(i)          a Tax
Credit is attributable to that Tax Payment; and


 


(ii)         that
Relevant Finance Party has obtained, utilised and retained that Tax Credit,


 


the Relevant Finance Party
shall (subject to paragraph (b) below and to the extent that such Relevant
Finance Party can do so without prejudicing the availability and/or the amount
of the Tax Credit and the right of that Relevant Finance Party to obtain any
other benefit, relief or allowance which may be available to it) pay to either
the Parent or the relevant Obligor such amount which that Relevant Finance
Party determines, in its sole opinion, will leave it (after that payment) in
the same after-tax position as it would have been in had the Tax Payment not
been required to be made by the Parent or the relevant Obligor.


 


(b)         (i)                             Each Relevant Finance Party shall have
an absolute discretion as to the time at which and the order and manner in
which it realises or utilises any Tax Credits and shall not be obliged to
arrange its business or its tax affairs in any particular way in order to be
eligible for any credit or refund or similar benefit.


 


(ii)         No
Relevant Finance Party shall be obliged to disclose to any other person any
information regarding its business, tax affairs or tax computations (including,
without limitation, its tax returns or its calculations).


 


(iii)        If a
Relevant Finance Party has made a payment to the Parent or an Obligor pursuant
to this Clause 17.4 on account of a Tax Credit and it subsequently
transpires that that Relevant Finance Party did not receive that Tax Credit, or
received a reduced Tax Credit, either the Parent or such Obligor, as the case
may be, shall, on demand, pay to that Relevant Finance Party the amount which
that Relevant Finance Party determines, acting reasonably and in good faith,
will put it (after that payment is received) in the same after-tax position as
it would have been in had no such payment or a reduced payment been made to the
Parent or such Obligor.


 


(c)         No Relevant Finance Party shall be obliged to make any
payment under this Clause 17.4 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).


 


18.            INCREASED COSTS


 


18.1          Increased Costs


 


Subject to Clause 18.3 (Exceptions), each Borrower shall, within 3 Business Days of
a demand by the Facility Agent, pay for the account of a Relevant Finance Party
the amount of any Increased Cost incurred by that Relevant Finance Party or any
of its Affiliates as a result (direct or indirect) of:


 


(a)         the introduction or implementation of or any change in (or
any change in the interpretation, administration or application of) any Law,
regulation, practice or concession or any directive, requirement, request or
guideline (whether or not having the force of law but where such law,
regulation, practice, concession, directive, requirement, request or guideline
does not have the force of law, it is one with which 


 


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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 Original Execution Date; or


 


(b)         compliance with any Law, regulation, practice, concession or
any such directive, requirement, request or guideline made after the Original
Execution Date.


 


18.2          Increased Costs Claims


 


(a)         A Relevant Finance Party intending to make a claim pursuant
to Clause 18.1 (Increased Costs)
shall notify the Facility Agent of the event giving rise to the claim,
following which the Facility Agent shall promptly notify the relevant Borrower.


 


(b)         Each Relevant Finance Party shall, as soon as practicable
after a demand by the Facility Agent, provide a certificate confirming the
amount of its, or if applicable, its Affiliate’s Increased Costs and setting
out in reasonable detail the circumstances giving rise to such claim and its
calculations in relation to such Increased Costs.


 


18.3          Exceptions


 


Clause 18.1 (Increased Costs) does not apply to the extent any Increased
Cost:


 


(a)         is attributable to a Tax Deduction required by Law to be
made by the Parent or an Obligor, as the case may be;


 


(b)         is compensated for by Clause 17.3 (Tax
Indemnity) (or would have been compensated for by Clause 17.3 (Tax Indemnity) but was not so compensated solely because
paragraph (b) of Clause 17.3 (Tax
Indemnity) applied) or because of any failure to complete necessary
procedural formalities under paragraph (c) of Clause 17.2 (Lender Tax Status);


 


(c)         is compensated for by the payment of the Mandatory Cost;


 


(d)         is attributable to the gross negligence of or wilful breach
by, the Relevant Finance Party or, if applicable, any of its Affiliates of any
law, regulation, practice, concession, directive, requirement, request or
guideline, to which the imposition of such Increased Cost relates;


 


(e)         suffered by a Relevant Finance Party and in respect of which
that Relevant Finance Party intends to make a claim pursuant to paragraph (a) of
Clause 18.2 (Increased Costs Claims), is not
(and its claim under paragraph (a) of Clause 18.2 (Increased
Costs Claims) is not) notified by that Relevant Finance Party to the
Facility Agent within 30 days of that Relevant Finance Party becoming aware
that it had suffered the relevant Increased Cost; or


 


(f)          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 Original Execution 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).


 


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19.            ILLEGALITY


 


19.1          Illegality of a Lender


 


If at any time after a Lender
becomes a party to this Agreement it becomes unlawful in any applicable
jurisdiction for such Lender to perform any of its obligations as contemplated
by this Agreement or any Ancillary Facility Document respectively or to make,
fund, issue or maintain its participation in any Utilisation or, in the case of
an Ancillary Facility Lender, any utilisation under any Ancillary Facility:


 


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


 


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


 


(c)         upon the
Facility Agent notifying the Company, the Company shall procure that each
Borrower will, on such date as the Facility Agent shall have specified (being
no earlier than the last day permitted by law):


 


(i)          repay
that Lender’s participation in the Utilisations utilised by that Borrower (together
with accrued interest on and all other amounts owing to that Lender under the
Relevant Finance Documents) or, if required by the Company, that Lender’s
participations shall on such date be transferred at par to another bank or
institution willing to accept that transfer (to the extent it is lawful for
such Lender to undertake such transfer); and/or


 


(ii)         repay
each amount payable or, as the case may be, provide full cash cover in respect
of each contingent liability under each Ancillary Facility of that Ancillary
Facility Lender.


 


19.2          Illegality in Relation
to an L/C Bank


 


If it becomes unlawful in any
relevant jurisdiction for an L/C Bank to perform any of its obligations as
contemplated by this Agreement or to fund or maintain its participation in any
Documentary Credit (an “Affected Documentary
Credit”):


 


(a)         that L/C
Bank shall promptly notify the Facility Agent upon becoming aware of that
event:


 


(b)         upon the
Facility Agent notifying the Company, that L/C Bank shall not be obliged to
issue any future Documentary Credit that would give rise to such unlawfulness;
and


 


(c)         upon the
Facility Agent notifying the Company, each relevant Borrower shall use its best
endeavours to procure the release of any Affected Documentary Credit.


 


20.            MITIGATION


 


20.1          Mitigation


 


(a)         Each Relevant Finance Party shall in consultation with the
relevant 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 17 (Taxes), Clause 18 (Increased Costs),
Schedule 7 (Mandatory Cost Formula) or
Clause 19 (Illegality) including (but not
limited to) transferring its rights and obligations under the Relevant Finance
Documents to another Affiliate or Facility Office or financial institution
acceptable to such Borrower which is willing to participate in any Facility in
which such Lender has participated.


 


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(b)         Paragraph (a) above does not in any way limit the
obligations of the Parent or any Obligor under the Relevant Finance Documents.


 


20.2          Limitation of
Liability


 


(a)         With effect from the Original Execution Date, each of the
Borrowers agrees to indemnify each Relevant Finance Party for all costs and
expenses reasonably incurred by that Relevant Finance Party as a result of
steps taken by it under Clause 20.1 (Mitigation).


 


(b)         A Relevant Finance Party is not obliged to take any steps
under Clause 20.1 (Mitigation) if,
in the opinion of that Relevant Finance Party (acting reasonably), to do so
might in any way be prejudicial to it.


 


21.            REPRESENTATIONS AND
WARRANTIES


 


21.1          Time for making
Representations and Warranties


 


(a)         Each Obligor in relation to itself and, to the extent
expressed to be applicable to them, its Subsidiaries, makes each of the
following representations and warranties to each Relevant Finance Party on the
Original Execution Date other than in the case of the representations given
under Clause 21.16 (Accuracy of Information)
which shall be given as of the applicable dates specified in that Clause.


 


(b)         The Ultimate Parent in relation to itself makes each of the
representations and warranties set out in Clauses 21.2 (Due Organisation), 21.5 (No Immunity),
21.6 (Governing Law and Judgments), 21.7 (All Actions Taken), 21.8 (No Filing or
Stamp Taxes), 21.9 (Binding Obligations),
21.10 (No Winding-up), 21.13 (Original Financial Statements) (as to the Original Financial
Statements provided by it), 21.14 (No Material Adverse Change),
21.15 (No Undisclosed Liabilities), 21.18 (Execution of Relevant Finance Documents), 21.21 (Necessary Authorisations), 21.27 (Investment
Company Act), 21.28 (Margin Stock),
21.33 (US Patriot Act) and 21.34 (Compliance with ERISA) to each Relevant Finance Party on the
Original Execution Date.  Any Holding
Company of the Ultimate Parent who accedes to this Agreement pursuant to
Clause 26.3 (Acceding Holding Company) makes
each of the Repeating Representations, to the extent they are listed in the
foregoing sentence, with respect to itself on the date on which it accedes to
this Agreement.


 


(c)         The Parent in relation to itself makes each of the
representations and warranties set out in Clauses 21.2 (Due Organisation), 21.3 (No Deduction),
21.4 (Claims Pari Passu), 21.5 (No Immunity), 21.6 (Governing Law and
Judgments), 21.7 (All Actions Taken),
21.8 (No Filing or Stamp Taxes), 21.9 (Binding Obligations), 21.10 (No
Winding-up), paragraph (c) of Clause 21.17 (Indebtedness and Encumbrances), 21.18 (Execution of
Relevant Finance Documents), paragraph (c) of
Clause 21.19 (Structure),
21.21 (Necessary Authorisations), 21.26 (Security) and 21.30 (Centre of Main Interests),
to each Relevant Finance Party on the Original Execution Date.


 


21.2          Due Organisation


 


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 with power to
enter into those of the Relevant Finance Documents to which it is party and to
exercise its rights and perform its obligations thereunder and all corporate
and (subject to paragraph (c) of the definition of Reservations) other
action required to authorise its execution of those of the Relevant Finance
Documents to which it is party and its performance of its obligations have been
duly taken.


 


105

















 


21.3          No Deduction


 


Under the laws of its
Relevant Tax Jurisdiction in force as at the Original Execution Date, it will
not be required to make any deduction for or withholding on account of tax from
any payment it may make under any of the Relevant Finance Documents to any
Lender which is a Qualifying UK Lender.


 


21.4          Claims Pari Passu


 


Subject to the Reservations,
the claims of the Relevant Finance Parties against it under the Relevant
Finance Documents to which it is party rank and will rank at least pari passu with the claims of all its unsecured and
unsubordinated creditors save those whose claims are preferred by any
bankruptcy, insolvency, liquidation or similar laws of general application.


 


21.5          No Immunity


 


In any legal proceedings
taken in its jurisdiction of incorporation or establishment and, if different,
England in relation to any of the Relevant Finance Documents to which it is
party it will not be entitled to claim for itself or any of its assets immunity
from suit, execution, attachment or other legal process.


 


21.6          Governing Law and
Judgments


 


Subject to the Reservations,
in any legal proceedings taken in its jurisdiction of incorporation or establishment
in relation to any of the Relevant Finance Documents to which it is party, the
choice of law expressed in such documents to be the governing law of it and any
judgment obtained in such jurisdiction will be recognised and enforced.


 


21.7          All Actions Taken


 


All acts, conditions and
things required to be done, fulfilled and performed in order:


 


(a)         to enable it lawfully to enter into, exercise its rights
under and perform and comply with all material obligations expressed to be
assumed by it in the Relevant Finance Documents to which it is party;


 


(b)         subject to the Reservations, to ensure that all material
obligations expressed to be assumed by it in the Relevant Finance Documents to
which it is party are legal, valid and binding; and


 


(c)         subject to the Reservations, to make the Relevant Finance
Documents to which it is party admissible in evidence in its jurisdiction of
incorporation or establishment and, if different, the United Kingdom,


 


have been done, fulfilled and
performed.


 


21.8          No Filing or Stamp
Taxes


 


Under the laws of its
Relevant Tax Jurisdiction and, if different, the United Kingdom, in force as at
the Original Execution Date, it is not necessary that any of the Relevant
Finance Documents to which it is party be filed, recorded or enrolled with any
court or other authority in such jurisdiction or that any stamp, registration
or similar tax be paid on or in relation to any of them other than those
filings which are necessary to perfect the Security and save as stated in the
Reservations.


 


106

















 


21.9          Binding Obligations


 


Subject to the Reservations,
the obligations expressed to be assumed by it in the Relevant Finance Documents
to which it is party, are legal, valid and binding and enforceable against it
in accordance with the terms thereof and no limit on its powers will be
exceeded as a result of the borrowings, grant of security or giving of
guarantees contemplated by such Relevant Finance Documents or the performance
by it of any of its obligations thereunder.


 


21.10        No Winding-up


 


(a)         None of the Ultimate Parent, the Parent, the Company or any
other Obligor that is a Material Subsidiary is taking any corporate action nor
are any other steps being taken (including the commencement of any legal
proceedings) against the Ultimate Parent, the Parent, the Company or any other
Obligor that is a Material Subsidiary, for its winding-up, dissolution or
administration or for the appointment of a receiver, administrator,
administrative receiver, conservator, custodian, trustee or similar officer of
it or of any or all of its assets or revenues save as permitted under
paragraphs (c), (d) or (e) of Clause 25.8 (Mergers), Clause 25.18 (Internal
Reorganisations) or as otherwise disclosed to the Facility Agent prior
to the Original Execution Date.


 


(b)         Each US Obligor is Solvent.


 


21.11        No Event of Default


 


No Event of Default is
continuing or might reasonably be expected to result from the making of any
Advance.


 


21.12        No Material
Proceedings


 


No litigation, arbitration or
administrative proceeding of or before any court, arbitral body, or agency
which is reasonably likely to be determined adversely to it and which, if so
adversely determined, has or is reasonably likely to have a Material Adverse
Effect has been started or, to the best of its knowledge, is threatened in
writing or, is pending against it or any member of the Bank Group other than
litigation, arbitration or administrative proceedings commenced prior to the
Original Execution Date, details of which have been disclosed to the Lenders
prior to the Original Execution Date.


 


21.13        Original Financial
Statements


 


Its Original Financial
Statements were prepared in accordance with GAAP which has been consistently
applied (unless and to the extent expressly disclosed to the Facility Agent in
writing to the contrary before the Original Execution Date) and fairly present
in all material respects the consolidated financial position of the group of
companies to which they relate at the date as of which they were prepared
and/or (as appropriate) the results of operations and changes in financial
position during the period for which they were prepared.


 


21.14        No Material Adverse
Change


 


Since publication of its
Original Financial Statements, no event or series of events has occurred, in
each case, which has or is reasonably likely to have a Material Adverse Effect.


 


21.15        No Undisclosed
Liabilities


 


As at 31 December 2009,
neither the Ultimate Parent nor any of its Subsidiaries had any material
liabilities (contingent or otherwise) which were not disclosed in the Original
Financial Statements (including the notes thereto) or reserved against therein
and the Group had no 


 


107

















 


material unrealised or
anticipated losses arising from commitments entered into by it which were not
so disclosed or reserved against, in each case, to the extent required to be
disclosed by GAAP.


 


21.16        Accuracy of
Information


 


In the case of the Company
only:


 


(a)         to the best of its knowledge and belief having made all
reasonable and proper enquiries, all statements of fact relating to the
business, assets, financial condition and operations of the Group contained in
the Information Memorandum are true, complete and accurate in all material
respects as at the date it is issued;


 


(b)         the opinions and views expressed in the Information
Memorandum and the Agreed Business Plan represent the honestly held opinions
and views of the Company and were arrived at after careful consideration and
were based on reasonable grounds as at the dates on which they were prepared;


 


(c)         all financial projections and forecasts made by any member
of the Bank Group in the Information Memorandum or the Agreed Business Plan
have been prepared in good faith and are based upon reasonable assumptions (it
being understood that such financial projections are subject to significant
uncertainties, many of which are beyond the control of the Company and that no
assurance can be given that such projections will be realised); and


 


(d)         (other than in respect of the financial projections
and forecasts referred to in paragraph (c) above), the Information
Memorandum does not omit to disclose or take into account any matter known to
the Company after due and careful enquiry where failure to disclose or take
into account such matter would result in the Information Memorandum being
misleading in any material respect as at the date it is issued.


 


21.17        Indebtedness and
Encumbrances


 


(a)         Save as permitted under this Agreement, neither it nor any member
of the Bank Group has incurred any Financial Indebtedness which is outstanding.


 


(b)         Save as permitted under this Agreement, no Encumbrance
exists over all or any of the present or future revenues or assets of any
member of the Bank Group.


 


(c)         In relation to the Parent only, save as provided in the
Security Documents no Encumbrance exists over any of its rights, title or
interest in the shares of the Company or the Parent Intercompany Debt owed to
it by the Company.


 


21.18        Execution of Relevant
Finance Documents


 


Its execution of the Relevant
Finance Documents to which it is party and the exercise of its rights and
performance of its obligations thereunder do not and will not:


 


(a)         conflict with any agreement, mortgage, bond or other
instrument or treaty to which it is a party or which is binding upon it or any
of its assets (save as contemplated by paragraph (c) of the definition of
Reservations) in a manner that has or is reasonably likely to have a Material
Adverse Effect;


 


(b)         conflict with any matter contained in its constitutional
documents; or


 


(c)         conflict with any applicable law.


 


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21.19        Structure


 


(a)         The Group Structure Chart is a complete and accurate
representation of the structure of the Group in all material respects prior to
the Original Execution Date.


 


(b)         The Company is a wholly-owned Subsidiary of the Parent.


 


(c)         In the case of the Parent, it does not carry on any business
or conduct any activities (other than in respect of the Existing High Yield
Notes, and any on-lending of the proceeds thereof).


 


21.20        Environmental Matters


 


(a)         It has to the best of its knowledge and belief:


 


(i)          complied
with all Environmental Laws to which it is subject;


 


(ii)         obtained
all Environmental Licences required in connection with its business; and


 


(iii)        complied
with the terms of all such Environmental Licences,


 


in each case where failure to
do so has or is reasonably likely to have a Material Adverse Effect.


 


(b)         To the best of its knowledge and belief, there is no
Environmental Claim pending or threatened against it, which has or is
reasonably likely to have a Material Adverse Effect.


 


(c)         No:


 


(i)          property
currently or previously owned, leased, occupied or controlled by it is
contaminated with any Hazardous Substance; and


 


(ii)         discharge,
release, leaking, migration or escape of any Hazardous Substance into the
Environment has occurred or is occurring on, under or from that property,


 


in each case in
circumstances where the same has or is reasonably likely to have a Material
Adverse Effect.


 


21.21        Necessary
Authorisations


 


(a)         The Necessary Authorisations required by it are in full
force and effect;


 


(b)         it is in compliance with the material provisions of each
Necessary Authorisation relating to it; and


 


(c)         to the best of its knowledge, none of the Necessary
Authorisations relating to it are the subject of any pending or threatened
proceedings or revocation,


 


in each case, except where
any failure to maintain such Necessary Authorisations in full force and effect,
any non-compliance or any proceedings or revocation has or is reasonably likely
to have a Material Adverse Effect and subject to the Reservations.


 


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21.22        Intellectual Property


 


The Intellectual
Property Rights owned by or licensed to it are all the material Intellectual
Property Rights required by it in order to carry out, maintain and operate its
business, properties and assets, and so far as it is aware, it does not
infringe, in any way any Intellectual Property Rights of any third party save,
in each case, where the failure to own or license the relevant Intellectual
Property Rights or any infringement thereof has or is reasonably likely to have
a Material Adverse Effect.


 


21.23        Ownership of Assets


 


Save to the extent
disposed of in a manner permitted by the terms of any of the Relevant Finance
Documents with effect from and after the Original Execution Date, it has good
title to or valid leases or licences of or is otherwise entitled to use all
material assets necessary to conduct its business taken as a whole in a manner
consistent with the Agreed Business Plan except to the extent that the failure
to have such title, leases or licences or to be so entitled has or is
reasonably likely to have a Material Adverse Effect.


 


21.24        Payment of Taxes


 


It has no claims
or liabilities which are being, or are reasonably likely to be, asserted
against it with respect to taxes which, if adversely determined, has or is
reasonably likely to have a Material Adverse Effect save to the extent it (or
any member of the Group) having set aside proper reserves for such claims or
liabilities, can demonstrate that the same are being contested in good faith on
the basis of appropriate professional advice. 
All reports and returns on which taxes are required to be shown have
been filed within any applicable time limits and all material taxes required to
be paid have been paid within any applicable time period other than to the
extent that a failure to do so has or is reasonably likely to have a Material
Adverse Effect.


 


21.25        Pension Plans


 


(a)         Each UK DB Scheme has been valued by an
actuary appointed by the trustees of such plan in all material respects in
accordance with all laws applicable to it and using actuarial assumptions and
recommendations complying with statutory requirements or approved by the
actuary and since the most recent valuation the relevant employers have paid
contributions to the plan in accordance with the schedule of contributions in
force from time to time in relation to the plan, in the case of each of the
foregoing, save to the extent that any failure to do so would not reasonably be
expected to have a Material Adverse Effect.


 


(b)         Neither it nor any ERISA Affiliate has,
at any time, maintained or contributed to, and is not obliged to maintain or
contribute to, any Plan that is subject to Title IV or Section 302 of
ERISA and/or Section 412 of the Code or any Multiemployer Plan.


 


21.26        Security


 


Subject to the
Reservations, it is the legal or beneficial owner of all assets and other
property which it purports to charge, mortgage, pledge, assign or otherwise
secure pursuant to each Security Document and (subject to their registration or
filing at appropriate registries for the purposes of perfecting the Security
created thereunder and the Reservations) those Security Documents to which it
is a party create and give rise to valid and effective Security having the
ranking expressed in those Security Documents.


 


110

















 


21.27        Investment Company Act


 


Neither it nor any
of its Subsidiaries is required to register as an “investment company,” or a
company “controlled” by an “investment company,” as such terms are defined in
the US Investment Company Act of 1940, as amended.  Neither the making of any Drawing, nor the
application of the proceeds or repayment thereof by any Obligor, nor the
consummation of the other transactions contemplated hereby, will violate any
provision of such Act or any rule, regulation or order of the SEC promulgated
thereunder.


 


21.28        Margin Stock


 


In the case of the
Ultimate Parent only, no Advance (or the proceeds thereof) will be used to
purchase or carry any Margin Stock or to extend credit for the purpose of
purchasing or carrying any Margin Stock. 
Neither the making of any Advance nor the use of the proceeds thereof
nor the occurrence of any other Utilisation will violate or be inconsistent
with the provisions of Regulation T, Regulation U or Regulation X.


 


21.29        Insurance


 


Each member of the
Bank Group is adequately insured for the purposes of its business with
reputable underwriters or insurance companies against such risks and to such
extent as is necessary or usual for prudent companies carrying on such a
business (other than insurance in respect of the underground portion of the
cable network and various pavement-based electronics associated with the cable
network as disclosed in the Group’s public disclosure documents) and except to
the extent that the failure to so insure has or is reasonably likely to have a
Material Adverse Effect.


 


21.30        Centre of Main
Interests


 


Its Centre of Main
Interests is the place in which its registered office is situated or, if
different, another place in the country in which its registered office is
situated, or England.


 


21.31        Broadcasting Act 1990


 


Neither it nor any
member of any Joint Venture Group is a “disqualified person” for the purposes
of schedule 2 to such Act.


 


21.32        Telecommunications,
Cable and Broadcasting Laws


 


(a)         To the best of its knowledge and
belief, it and each member of each Joint Venture Group is in compliance in all
material respects with all Telecommunications, Cable and Broadcasting Laws (but
excluding, for these purposes only, breaches of Telecommunications, Cable and
Broadcasting Laws which have been expressly waived by the relevant regulatory
authority), in each case, where failure to do so would reasonably be expected
to have a Material Adverse Effect.


 


(b)         To the best of its knowledge and
belief, it and each member of each Joint Venture Group is in compliance in all
material respects with any conditions set by the Director General of
Telecommunications or by OFCOM under section 45 of the Communications Act 2003
as are applicable to it or such member of the Joint Venture Group (as the case
may be), in each case, where failure to do so would reasonably be expected to
have a Material Adverse Effect.


 


111

















 


21.33        US Patriot Act


 


(a)         It has no reason to believe that it or
any of its Affiliates:


 


(i)          is a
Restricted Party or controlled by a Restricted Party or has received funds or
property from a Restricted Party; or


 


(ii)         has
violated any Anti-Terrorism Law or is the subject of any action or
investigation (including any relating to asset seizure, forfeiture or
confiscation) under any Anti-Terrorism Law.


 


(b)         It and its Affiliates have taken
reasonable measures to ensure compliance with the Anti-Terrorism Laws.


 


21.34        Compliance with ERISA


 


(a)         Each Plan (and each related trust,
insurance contract or fund) is in compliance with its terms and with all
applicable laws, including without limitation ERISA and the Code, save where
the failure to be so compliant would not reasonably be expected to result in a
Material Adverse Effect.


 


(b)         Each Plan (and each related trust, if
any) which is intended to be qualified under Section 401(a) of the
Code has received a determination letter from the Internal Revenue Service to
the effect that it meets the requirements of Sections 401(a) and 501(a) of
the Code.


 


(c)         All contributions required to be made
with respect to a Plan have been made within the time limit therefor, save
where the failure to do so would not result in a material liability.


 


(d)         Neither it nor any other member of the
Group nor any ERISA Affiliate has incurred any material liability (including
any indirect, contingent or secondary liability) to or on account of a Plan
pursuant to sections 409, 502(i) or 502(l) of ERISA or section 4975
of the Code or expects to incur any such material liability under any of the
foregoing sections with respect to any Plan, in each case, that would
reasonably be expected to result in a Material Adverse Effect.


 


(e)         No action, suit, proceeding, hearing,
audit or investigation with respect to the administration, operation or the
investment of assets of any Plan (other than routine claims for benefits) that
could reasonably be expected to result in a Material Adverse Effect, is pending
or, to the Company’s knowledge, expected or threatened.


 


(f)          Each group health plan (as defined in
section 607(1) of ERISA or section 4980B(g)(2) of the Code) which
covers or has covered employees or former employees of any member of the Group
or any ERISA Affiliate has at all times been operated in compliance with the
provisions of Part 6 of subtitle B of Title I of ERISA and section 4980B
of the Code, save where the failure to do so would not reasonably be expected
to result in a Material Adverse Effect.


 


(g)         It and each other member of the Group
do not maintain or contribute to any employee welfare benefit plan (as defined
in Section 3(1) of ERISA) which provides benefits to retired
employees or other former employees (other than as required by Section 601
of ERISA) the obligations with respect to which would reasonably be expected to
have a Material Adverse Effect.


 


112

















 


(h)         Each Foreign Pension Plan has been
maintained in substantial compliance with its terms and with the requirements
of any and all applicable laws, statutes, rules, regulations and orders and has
been maintained, where required, in good standing with applicable regulatory
authorities, in the case of each of the foregoing, save where the failure to do
so would not reasonably be expected to result in a Material Adverse Effect.


 


(i)          All contributions required to be made
with respect to a Foreign Pension Plan maintained by it have been made within
the time limit therefor, save where the failure to do so would not reasonably
be expected to result in a Material Adverse Effect.


 


21.35        Repetition


 


Each Repeating
Representation is deemed to be made by the party identified as making such
Repeating Representation above in relation to itself, or in the case of the
Company in relation to itself and each Obligor or the Bank Group as a whole (as
applicable), by reference to the facts and circumstances then existing on each
Utilisation Date (save for a Utilisation Date in respect of a Rollover Advance
or a Documentary Credit which is being renewed pursuant to Clause 5.2 (Renewal of Documentary Credits)) and on the first day of
each Interest Period.


 


22.            FINANCIAL
INFORMATION


 


22.1          Financial Statements


 


(a)         Group Financial
Information:
The Company shall provide to the Facility Agent in sufficient copies for all
the Lenders, the following financial information relating to the Group:


 


(i)          as
soon as the same become available, but in any event within 120 days after the
end of each of the Ultimate Parent’s financial years, the consolidated financial
statements for such financial year in respect of the Group, audited by a firm
of auditors meeting the requirements of Clause 24.17 (Change in
Auditors), and accompanied by the related auditor’s report; and


 


(ii)         as
soon as they become available but in any event within 45 days after the end of
each Financial Quarter, the unaudited consolidated quarterly financial
statements of the Group commencing with the first complete Financial Quarter
arising after the Original Execution Date (other than, for so long as the
Ultimate Parent remains a reporting company under the rules of the SEC,
the last Financial Quarter in each of the Ultimate Parent’s financial years)
together with a commentary consistent with disclosure in the nature of a “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”, in
relation to the financial condition and results of operations of the Group.


 


The requirements
in this paragraph (a) may be satisfied by the provision, within the
specified time periods, of copies of the Form 10-K and 10-Qs, in each
case, of the Ultimate Parent that are filed with the SEC for the relevant
period (it being acknowledged that the SEC does not as at the Original
Execution Date require the filing of quarterly financial statements for the
fourth Financial Quarter of any financial year).


 


(b)         Company and Bank
Group Financial Information:
Subject to Clause 22.2 (Provisions relating to the
Bank Group Financial Information), the Company shall provide to the
Facility Agent in sufficient copies for all the Lenders, the following
financial information relating to the Company or the Bank Group, as the case
may be:


 


113

















 


(i)          as
soon as they become available but in any event within 120 days after the end of
each of the Company’s financial years, the audited consolidated financial
statements for such financial year for the Company;


 


(ii)         as
soon as they become available but in any event within 120 days after the end of
each of the Company’s financial years, the unaudited pro forma balance sheet,
statement of cash flows and statement of operations for such financial year in
respect of the Bank Group substantially in the form set out in Schedule 16 (Pro Forma Bank Group Financial Statements) or with such
amendments as may be necessary to reflect changes made to the Group’s public
financial information as agreed by the Facility Agent (acting reasonably),
together with a commentary from the management in relation to the key drivers
for the financial performance of the Bank Group for such financial year; and


 


(iii)        as
soon as they become available but in any event within 50 days after the end of
each of the first three Financial Quarters of each financial year (and within
120 days after the end of the last Financial Quarter), the unaudited pro forma
balance sheet, statement of cash flows and statement of operations for such
Financial Quarter in respect of the Bank Group substantially in the form set
out in Schedule 16 (Pro Forma Bank Group
Financial Statements) or with such amendments as may be necessary to
reflect changes made to the Group’s public financial information as agreed by
the Facility Agent (acting reasonably).


 


(c)         Borrower
Financial Information:  Each Borrower shall provide, to the extent
such information is required by any Lender to enable it to comply with any law,
regulation or other requirement of any central bank or other fiscal, monetary
or other authority, promptly following request by such Lender, such Borrower’s
most recent annual audited financial statements to the extent the same are in
final form.


 


22.2          Provisions relating to
Bank Group Financial Information


 


(a)         The financial information of the Bank
Group delivered pursuant to paragraphs (b)(ii) and (b)(iii) of
Clause 22.1 (Financial Statements) shall be
prepared in good faith using the same methodologies applied in preparing the
audited consolidated financial statements of the Ultimate Parent delivered to
the Facility Agent pursuant to paragraph (a)(i) of Clause 22.1 (Financial Statements).


 


(b)         To the extent possible, all financial
data used in preparing the financial information of the Bank Group will be
derived from:


 


(i)          in
the case of financial information in respect of a full financial year of the
Bank Group, the balance sheet, statement of cash flows, statement of operations
and notes to the audited consolidated financial statements of the Ultimate
Parent in respect of that financial year, including without limitation, revenue
(broken down by the operating segments of the Ultimate Parent from time to
time); and


 


(ii)         in
respect of financial information in respect of any Financial Quarter of any
financial year of the Bank Group, from the balance sheet, statement of cash
flows, statement of operations and notes to the unaudited consolidated
quarterly financial statements of the Ultimate Parent for the corresponding
Financial Quarter, including without limitation, revenue (broken down by the
operating segments of the Ultimate Parent from time to time),


 


provided that in
the event that it shall not be possible to apply the financial data used in the
financial statements or management accounts of the Ultimate Parent, as the 


 


114

















 


case may be, such
financial information will be determined in good faith based on allocation
methodologies approved by the Board of Directors of the Company.


 


22.3          Budget


 


In respect of each
financial year, as soon as the same becomes available and in any event by no
later than 45 days after the beginning of each financial year of the Bank Group
(other than in respect of the financial year ended 31 December 2010), the
Company shall deliver to the Facility Agent, in sufficient copies for the
Lenders, the annual operating budget, which as regards paragraphs (a) and (b) below
shall be in the format set out in Schedule 17 (Pro Forma
Budget Information) or with such amendments as may be necessary to
reflect changes made to the Group’s public financial information and prepared
by reference to each Financial Quarter in respect of such financial year of the
Bank Group.  The annual operating budget
shall be prepared in a form consistent with past practice of the Company and
shall include:


 


(a)         projected annual statements of
operations (including projected revenue and operating costs) on a consolidated
basis for the Bank Group in the format set out in Schedule 17 (Pro Forma Budget Information) or with such amendments as may
be necessary to reflect changes made to the Group’s public financial
information;


 


(b)         projected estimated pro forma balance
sheets and estimated pro forma statements of cash flows on a consolidated basis
for the Bank Group in the format set out in Schedule 17 (Pro Forma
Budget Information) or with such amendments as may be necessary to
reflect changes made to the Group’s public financial information;


 


(c)         projected capital expenditure to be
included for each Financial Quarter of such financial year on a consolidated
basis for the Bank Group; and


 


(d)         projected ratios in respect of each of
the financial covenants set out in Clause 23.2 (Ratios)
for each Financial Quarter in such financial year.


 


At the same time as the Company delivers its annual operating budget, it
shall notify the Facility Agent to the extent any member of the Bank Group has
in the preceding financial year of the Company disposed of any material assets
with a value in excess of £25 million in exchange for assets of a similar
comparable value which are not located in the United Kingdom, Luxembourg, Isle
of Man, Republic of Ireland or the Channel Islands.


 


22.4          Other Information


 


The Company shall
and shall procure that each of the Obligors shall from time to time on the
request of the Facility Agent:


 


(a)         provide the Facility Agent with such
information about the business and financial condition of the Bank Group or any
member of the Bank Group (including such member’s business) as the Facility
Agent may reasonably require, provided that the Company shall not be under any
obligation to provide, or procure the providing of, any information the supply
of which would be contrary to any confidentiality obligation binding on any
member of the Bank Group or where the supply of such information could
prejudice the retention of legal privilege in such information and provided
further that no Obligor shall (and the Company shall procure that no member of
the Bank Group shall) be able to deny the Facility Agent any such information
by reason of it having entered into a confidentiality undertaking which would
prevent it from disclosing, or be able to claim any legal privilege in respect
of, any financial information relating to itself or the Group; and


 


115

















 


(b)         provide all then existing information
about the business and financial condition of the Bank Group or any member of
the Bank Group (including such member’s business) as Standard & Poor’s
or Moody’s may reasonably require and extend all reasonable co-operation for
the purpose of determining or assessing the credit ratings (if any) assigned to
the Facilities, any High Yield Notes or any Senior Secured Notes, and the
Company shall use all reasonable efforts to meet with representatives of
Standard & Poor’s and Moody’s no less frequently than once in each
calendar year.


 


22.5          Compliance
Certificates


 


The Company shall
ensure that each set of financial information delivered by it pursuant to
paragraphs (a), (b)(ii) and (b)(iii) of Clause 22.1 (Financial Statements) is accompanied by a Compliance
Certificate signed by two of its authorised signatories (at least one of whom
shall be a Financial Officer) which:


 


(a)         where the relevant financial statements
being delivered relate to a period ending on a Quarter Date in respect of which
the financial covenants are required to be tested in accordance with
paragraph (c) of Clause 23.2 (Ratios)
or, prior to commencement of testing of the financial covenants, in respect of
which a change to any Applicable Margin is required under Clause 13.3 (Margin Ratchet for Revolving Facility Advances),
Clause 14.6 (Margin Ratchet for A Facility Advances)
or Clause 14.7 (Margin Ratchet for B
Facility Advances):


 


(i)          confirms
compliance (or detailing any non-compliance) with the relevant financial
covenants set out in Clause 23 (Financial Condition)
(if applicable) and showing figures representing the actual financial ratios
then in effect;


 


(ii)         attaches
a working paper (the “Attached Working Paper”)
setting out the calculations showing compliance with the financial covenants
set out in Clause 23 (Financial Condition)
(if applicable) and the information from which such calculations are derived
(including the calculations for the components of such covenants defined in
Clause 23.1 (Financial Definitions) on a line
by line basis); and


 


(iii)        confirms
that the information contained in the Attached Working Paper has been prepared
on the basis of the same information and methodology used to prepare the
appropriate financial information;


 


(b)         in relation to a Compliance Certificate
delivered with the Bank Group’s annual financial information only:


 


(i)          confirms
the Bank Group Consolidated Revenues for the financial year ended on that
Quarter Date; and


 


(ii)         confirms
compliance (or detailing any non-compliance) with the 80% Security Test; and


 


(c)         in the case of each Compliance
Certificate delivered pursuant to this Clause 22.5, confirms the absence
of any Default.


 


in each case, as
at the end of such financial year or Financial Quarter to which such financial
information relates.


 


116

















 


22.6          Access


 


If an Event of
Default under Clause 27.1 (Non-Payment),
paragraph (c) of Clause 27.2 (Covenants)
relating to a breach of any covenant in Clause 23 (Financial
Condition), Clause 27.6 (Insolvency),
Clause 27.7 (Winding-up) or Clause 27.9 (Similar Events) has occurred, but only while such Event of
Default is continuing (provided that with respect to the Event of Default in
paragraph (c) of Clause 27.2 (Covenants)
relating to a breach of any covenant in Clause 23 (Financial
Condition), such Event of Default shall be deemed to be continuing
until such time that the Company has delivered a Compliance Certificate
pursuant to Clause 22.5 (Compliance Certificates)
demonstrating that the Company is in compliance with each of the covenants set
out in Clause 23 (Financial Condition)),
in each such circumstance, at the Obligors’ expense but without causing any
undue interruption to the normal business operations of such Obligor or any
member of the Bank Group, the Facility Agent, any Relevant Finance Party, or
representative of the Facility Agent or such Relevant Finance Party (an “Inspecting Party”) shall be entitled to have access,
together with its accountants or other professional advisers, during normal
business hours, to inspect or observe such part of the Group Business as is
owned or operated by any Obligor or any member of the Bank Group, and to have
access to books, records, accounts, documents, computer programmes, data or
other information in the possession of or available to such Obligor or member
of the Bank Group and to take such copies as may be considered appropriate by
such Inspecting Party (acting reasonably) in order to investigate and plan any
action in connection with the Event of Default referred to above, provided that
no Obligor shall (and the Company shall not be obliged to procure that any
member of the Bank Group shall) be under any obligation to allow any person to
have access to any books, records, accounts, documents, computer programmes,
data or other information or to take copies thereof where to do so would breach
any confidentiality obligation binding on any member of the Group or would
prejudice the retention of legal privilege to which such Obligor or member of
the Group is then entitled in respect of such books, records, accounts, documents,
computer programmes, data or other information and provided further that no
Obligor shall (and the Company shall procure that no member of the Bank Group
shall) be able to deny the Facility Agent any such information by reason of it
having entered into a confidentiality undertaking which would prevent it from
disclosing, or be able to claim any legal privilege in respect of, any
financial information relating to itself or the Group.


 


22.7          Change in Accounting
Practices


 


The Company shall
ensure that each set of financial information delivered to the Facility Agent
pursuant to paragraphs (a) and (b) of Clause 22.1 (Financial Statements) is prepared using accounting policies,
practices and procedures consistent with that applied in the preparation of the
Original Financial Statements, unless in relation to any such set of financial
information, the Company elects to notify the Facility Agent that there have
been one or more changes in any such accounting policies, practices or
procedures (including, without limitation, any change in the basis upon which
costs are capitalised or any changes resulting from the Company’s decision to
adopt IFRS) and:


 


(a)         in respect of any change in the basis
upon which the information required to be delivered pursuant to paragraphs (a)(i) or
(a)(ii) of Clause 22.1 (Financial Statements)
is prepared, the Ultimate Parent provides:


 


(i)          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


 


(ii)         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 


 


117

















 


between the
financial positions indicated by that financial information and by the Original
Financial Statements,


 


and any reference
in this Agreement to that financial information shall be construed as a
reference to that financial information as adjusted to reflect the basis upon
which the Original Financial Statements were prepared;


 


(b)         in the event of any changes to such
accounting policies, practices or procedures other than resulting from the
Company’s decision to adopt IFRS, if the Company notifies the Facility Agent
that it is not longer practicable to test compliance with the financial
covenants set out in Clause 23 (Financial Condition)
against the financial information required to be delivered pursuant to this
Clause 22 or that it wishes to cease preparing the additional information
required by paragraph (a) above, in which case:


 


(i)          the
Facility Agent and the Company shall enter into negotiations with a view to
agreeing alternative financial covenants to replace those contained in
Clause 23 (Financial Condition) in order to
maintain a consistent basis for such financial covenants (and for approval by
an Instructing Group); and


 


(ii)         if
the Facility Agent and the Company agree alternative financial covenants to
replace those contained in Clause 23 (Financial Condition)
which are acceptable to an Instructing Group, such alternative financial
covenants shall be binding on all parties hereto; and


 


(iii)        if,
after three months following the date of the notice given to the Facility Agent
pursuant to this paragraph (b), the Facility Agent and the Company cannot
agree alternative financial covenants which are acceptable to an Instructing
Group, the Facility Agent shall refer the matter to any of the Permitted
Auditors as may be agreed between the Company and the Facility Agent for
determination of the adjustments required to be made to such financial
information or the calculation of such ratios to take account of such change,
such determination to be binding on the parties hereto, provided that pending
such determination (but not thereafter) the Company shall continue to prepare
financial information and calculate such covenants in accordance with
paragraph (a) above; or


 


(c)         in the event of any changes to such
accounting policies, practices or procedures resulting from the Company’s
decision to adopt IFRS, if the Company notifies the Facility Agent that it is
not longer practicable to test compliance with the financial covenants set out
in Clause 23 (Financial Condition)
against the financial information required to be delivered pursuant to this
Clause 22 or that it wishes to cease preparing the additional information
required by paragraph (a) above, in which case:


 


(i)          the
Company shall provide the Facility Agent with a revised set of (i) financial
covenant ratio levels to replace those contained in Clause 23.2 (Ratios) (the “Revised
Ratios”) and (ii) financial covenant definitions to replace
those contained in Clause 23.1 (Financial Definitions)
(the “Revised Definitions”), in
each case resulting from the adoption of IFRS by the Company and that are
substantially equivalent to the financial covenant ratio levels and definitions
in existence at such time on the basis of GAAP, as confirmed by a report of a
reputable accounting firm; and


 


(ii)         the
Revised Ratios and Revised Definitions shall become effective, and this
Agreement be amended accordingly to reflect such amendments without any further
consents by any Lender, if the Facility Agent (acting on the instructions of an
Instructing Group) has not objected (acting reasonably) to the 


 


118

















 


implementation of
the Revised Ratios and Revised Definitions within 60 days after receipt
thereof.


 


22.8          Notifications


 


The Company shall
furnish or procure that there shall be furnished to the Facility Agent in
sufficient copies for each of the Lenders:


 


(a)         as soon as reasonably practicable,
documents required to be despatched by the Ultimate Parent to its shareholders
generally (or any class of them) in their capacity as such and all documents
relating to the financial obligations of any Obligor despatched by or on behalf
of any Obligor to its creditors generally (in their capacity as creditors) it
being agreed that to the extent such information is filed with the SEC, such
filing will satisfy the Company’s obligations with regard to the provision of
such information;


 


(b)         as soon as reasonably practicable after
the same are instituted or, to its knowledge, threatened, details of any
litigation, arbitration or administrative proceedings involving any member of
the Bank Group which, is reasonably likely to be adversely determined and if
adversely determined, has or is reasonably likely to have a Material Adverse
Effect; and


 


(c)         written details of any Default promptly
upon becoming aware of the same, and of all remedial steps being taken and
proposed to be taken in respect of that Default.


 


23.            FINANCIAL CONDITION


 


23.1          Financial Definitions


 


In this Agreement
the following terms have the following meanings:


 


“Bank Group Cash Flow” means, in respect of any period,
Consolidated Operating Cashflow for that period (excluding for this purpose all
Permitted Joint Venture Proceeds for such period and/or Permitted Joint Venture
Net Operating Cash Flow for such period included in Consolidated Operating
Cashflow pursuant to paragraph (d) of the definition thereof) after:


 


(a)         adding back:


 


(i)          any
decrease in the amount of Working Capital at the end of such period compared
against the Working Capital at the start of such period;


 


(ii)         all
cash extraordinary or non-recurring gains during that period to the extent not
included in Consolidated Operating Cashflow;


 


(iii)        any
amount received in cash in that period by members of the Bank Group in respect
of income and related taxes;


 


(iv)        all
Permitted Joint Venture Proceeds received for such period; and


 


(v)         all
proceeds from disposals of assets purchased up to 90 days previously pursuant
to sale and leaseback transactions otherwise permitted under this Agreement;


 


(b)         deducting:


 


(i)          the
actual capital expenditure of members of the Bank Group during such period and
in calculating Bank Group Cash Flow for the purposes of


 


119
















 


Clause 12.4 (Repayment from Excess Cash Flow) only, the aggregate of the
consideration paid for or cost of any permitted acquisitions and the amount of
any investments in Joint Ventures made in the period by the member of the Bank
Group to the extent included in Consolidated Operating Cashflow;


 


(ii)         any
increase in the amount of Working Capital at the end of such period compared
against the Working Capital at the start of that period;


 


(iii)        any
amount paid in cash in that period by any member of the Bank Group in respect
of income and related taxes;


 


(iv)        all
cash extraordinary or non-recurring losses during that period to the extent not
included in Consolidated Operating Cashflow;


 


(v)         any
amount paid in cash in that period in respect of the items included in the
calculation of net income or loss in the definition of Consolidated Operating
Cashflow and any amounts paid in cash in respect of payments made or paid
during such period by any member of the Bank Group to any person who is not a
member of the Bank Group including without limitation, the payment of all costs
and expenses in connection with transactions contemplated by the Relevant
Finance Documents; and


 


(vi)        any
amount paid in cash in that period in respect of dividends, distributions,
loans, investments or other similar payments made or paid during such period by
any member of the Bank Group to any person who is not a member of the Bank
Group and any cash charges falling under paragraph (a)(ix) of the
definition of “Consolidated Operating Cashflow” which have been added back for
the purposes of calculating such definition,


 


provided that in no event shall amounts constituting
Consolidated Debt Service be deducted from Bank Group Cash Flow, and no amount
shall be included or excluded more than once and provided that, for the
avoidance of doubt, in calculating Bank Group Cash Flow for the purposes of
Clause 12.4 (Repayment from Excess Cash Flow),
Equity Proceeds and Net Proceeds and the proceeds of any Subordinated Funding
and from the incurrence of any Financial Indebtedness shall be excluded.


 


“Cash” means at
any time:


 


(a)         all Cash Equivalent Investments; and


 


(b)         cash (in cleared balances) denominated
in Sterling (or any other currency freely convertible into Sterling) and
credited to an account in the name of a member of the Bank Group with an
Acceptable Bank and to which such a member of the Bank Group is alone
beneficially entitled and for so long as:


 


(i)          such
cash is repayable on demand (including any cash held on time deposit which is
capable of being broken and the balance received on same day 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) and
repayment of such cash is not contingent on the prior discharge of any other
indebtedness of any member of the Bank Group or of any other person whatsoever
or on the satisfaction of any other condition; 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 


 


120

















 


contingent
liabilities relating to such having been included in the calculation of
Consolidated Total Debt,


 


and, in
any such case,


 


(A) repayment of that cash is not
contingent on the prior discharge of any other indebtedness of any member of
the Bank Group or of any other person whatsoever or on the satisfaction of any
other condition;


 


(B) there is no encumbrance
over that cash except for the Security or any encumbrance constituted by a
netting or set-off arrangement entered into by members of the Bank Group in the
ordinary course of their banking arrangements; 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.


 


“Consolidated Debt Service”
means, in respect of any period, the aggregate of:


 


(c)         the Consolidated Total Net Cash
Interest Payable in respect of such period; and


 


(d)         save to the extent immediately
reborrowed, the aggregate of all scheduled payments (excluding any voluntary
and mandatory prepayments) made in such period of principal, capital or nominal
amounts in respect of Consolidated Total Debt.


 


“Consolidated Net Debt”
means, at any time, the Consolidated Total Debt at such time less Cash, subject
to a maximum aggregate Cash deduction of £200 million (or its equivalent
in other currencies).


 


“Consolidated Net Income”
means for any period, with respect to any person, net income (or loss) after
taxes for such period of such person (calculated on a consolidated basis, if it
has Subsidiaries) determined in accordance with GAAP.


 


“Consolidated Operating
Cashflow” means, in respect of any period:


 


(a)         Consolidated Net Income of the Bank
Group for such period, in accordance with GAAP as then in effect adding back
(or deducting as the case may be) (only to the extent used in arriving at net
income or loss of the Bank Group):


 


(i)          non-cash
gains or losses, whether extraordinary, recurring or otherwise (excluding
however any non-cash charge to the extent that it represents amortisation of a
prepaid expense that was paid in a prior period or an accrual of, or a reserve
for, cash charges or expenses in any future period), and including without
limitation non-cash expenses for compensation relating to the granting of
options and restricted stock, sale of stock and similar arrangements;


 


(ii)         income
tax expense or benefit;


 


(iii)        foreign
currency transaction gains and losses and foreign currency translation
differences;


 


(iv)        other
non-operating gains and losses, including the costs of, and accounting for,
financial instruments and gains and losses on disposals of fixed assets;


 


121

















 


(v)         share
of income or losses from equity investments and minority interests;


 


(vi)        interest
expense and interest income, including, without limitation, the amortisation of
debt issuance cost, amendment cost, debt discount, repayment premium and
consent payments;


 


(vii)       depreciation
and amortisation;


 


(viii)      extraordinary
items;


 


(ix)        at
the election of the Company, cash charges resulting from any third party
professional, advisory, legal and accounting fees and out-of-pocket expenses
reasonably incurred in connection with (i) any acquisition, investment,
financing or disposal (in any such case, whether completed or not) provided
that the aggregate amount added back in respect of such fees and expenses shall
not exceed £15 million in any financial year of the Company and/or (ii) any
Content Transaction (whether completed or not) provided that the aggregate
amount added back in respect of such fees and expenses shall not exceed £10
million in any financial year of the Company;


 


(x)         cumulative
changes in GAAP from and including the accounting principles applied in the
preparation of the Original Financial Statements;


 


(xi)        restructuring
charges and related costs in an amount of up to £125 million during the period
from the Original Execution Date until 31 March 2013 provided that
such amount shall not exceed £75 million in any of the twelve month
periods commencing on each of 1 April 2010, 1 April 2011
and 1 April 2012; and


 


(xii)       any
costs in relation to customer premises equipment resulting from any such equipment
being expensed as operating costs in the income statement in connection with a
switch to a customer ownership model,


 


minus


 


(b)         the Excluded Group Operating Cashflow
for that period (to the extent included in the calculation of paragraph (a) above);


 


(c)         to the extent included in Consolidated
Net Income for such period and not otherwise deducted pursuant to paragraph (a) above:


 


(i)          that
portion of the share of profit or loss from Permitted Joint Ventures; and


 


(ii)         the
aggregate amount of all interest income and/or dividends received during such
period from one or more of the Permitted Joint Ventures,


 


plus


 


(d)         the lower of (i) the aggregate
Permitted Joint Venture Proceeds actually received by the Bank Group during
such period and (ii) the aggregate of the proportionate interests of each
member of the Bank Group in any Permitted Joint Venture Net Operating Cash Flow
for such period.


 


“Consolidated Total Debt”
means, at any time (without double counting and as would be set forth on the
balance sheet of the Group in accordance with GAAP) the aggregate principal,
capital or nominal amounts (including any Interest capitalised as principal) of
Financial Indebtedness of any member of the Bank Group (including, without
limitation, Financial 


 


122

















 


Indebtedness arising under or pursuant to the
Relevant Finance Documents) plus any Parent Debt outstanding from time to time
(provided that the principal amount outstanding under the Convertible Senior
Notes shall be calculated using a fixed Sterling principal amount of £504.6
million, subject to any pro rata
reduction to reflect any prepayment, repayment, purchase, repurchase,
redemption, retirement, defeasance or other acquisition for value of any of the
Convertible Senior Notes), excluding any
Financial Indebtedness of any member of the Group to another member of the
Group or under any Subordinated Funding, to the extent not prohibited under
this Agreement and excluding any Financial Indebtedness arising by reason only
of mark to market fluctuations in respect of interest rate hedging arrangements
since the original date on which such interest rate hedging arrangements were
consummated.


 


“Consolidated Total Net
Cash Interest Payable” means, in respect of any period, the
aggregate amount of the Interest which has accrued on the Consolidated Total
Debt during such period (but excluding for the avoidance of doubt any fees and
consent payments payable in or amortised during such period) but deducting any
Interest actually received in cash by any member of the Bank Group.


 


“Current Assets”
means the aggregate of trade and other receivables (net of allowances for
doubtful debts), prepayments and all other current assets of the Bank Group
(which until such time as balance sheets are prepared for the Bank Group shall
be allocated from the relevant consolidated financial statements of the Group
to the Bank Group by the board of directors of the Company acting in good
faith) maturing within twelve months from the date of computation, as required
to be accounted for as current assets under GAAP but excluding cash and Cash
Equivalent Investments and excluding the impact of Hedging Agreements.


 


“Current Liabilities”
means the aggregate of all liabilities (including accounts payable, accruals
and provisions) of the Bank Group (which until such time as balance sheets are
prepared for the Bank Group shall be allocated to the Bank Group from the
relevant consolidated financial statements of the Group by the board of
directors of the Company acting in good faith) falling due within twelve months
from the date of computation and required to be accounted for as current
liabilities under GAAP but excluding Financial Indebtedness of the Bank Group
falling due within such period and any interest on such Financial Indebtedness
due in such period and excluding the impact of Hedging Agreements.


 


“Excluded Group Operating
Cashflow” means, in respect of any period, that proportion of
Consolidated Net Income which is attributable to the Excluded Group for that
period adding back (or deducting as the case may be) (to the extent used in
arriving at net profit or loss of the Excluded Group):


 


(a)         non-cash gains or losses, whether
extraordinary, recurring or otherwise (excluding however any non-cash charge to
the extent that it represents amortisation of a prepaid expense that was paid
in a prior period or an accrual of, or a reserve for, cash charges or expenses
in any future period), and including without limitation non-cash expenses for
compensation relating to the granting of options and restricted stock, sale of
stock and similar arrangements;


 


(b)         income tax expense or benefit;


 


(c)         foreign currency transaction gains and
losses and foreign currency translation differences;


 


(d)         other non-operating gains and losses,
including the costs of, and accounting for, financial instruments and gains and
losses on disposals of fixed assets;


 


(e)         share of income or losses from equity
investments and minority interests;


 


123

















 


(f)          interest expense and interest income,
including, without limitation, the amortisation of debt issuance cost,
amendment cost, debt discount and consent payments;


 


(g)         depreciation and amortisation;


 


(h)         extraordinary items;


 


(i)          restructuring charges determined in
accordance with FAS 146; and


 


(j)          cumulative changes in GAAP from the
Original Execution Date.


 


“Financial Quarter”
means the period commencing on the day immediately following any Quarter Date
in each year, and ending on the next succeeding Quarter Date.


 


“Interest”
means:


 


(a)         interest and amounts in the nature of
interest accrued in respect of any Financial Indebtedness (including without
limitation, in respect of obligations under finance or capital leases or hire
purchase payments);


 


(b)         discounts suffered and repayment
premiums payable in respect of Financial Indebtedness (other than repayment
premiums in respect of the High Yield Notes and Senior Secured Notes), in each
case to the extent applicable GAAP 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
fees payable in connection with any Documentary Credit, any other letters of
credit or guarantees and any Ancillary Facility);


 


(d)         any other costs, expenses and
deductions of the like effect and any net payment (or, if appropriate in the
context, receipt) under any Hedging Agreement or like instrument, taking into
account any premiums payable for the same, and the interest element of any net
payment under any Hedging Agreement; and


 


(e)         commitment and non-utilisation fees
(including, without limitation, those payable under this Agreement) but
excluding consent payments, agent’s and advisory fees, front-end, management,
arrangement and participation fees and repayment premiums with respect to any
Financial Indebtedness (including, without limitation, all those payable under
the Relevant Finance Documents).


 


“Permitted Joint Venture
Net Operating Cash Flow” means the aggregate of the proportionate
interests of each member of the Group in any Permitted Joint Venture of such
Joint Venture’s Consolidated Net Income for such period adding back (or
deducting as the case may be) (only to the extent used in arriving at
consolidated net income or loss of such Joint Venture):


 


(a)         non-cash gains or losses, whether
extraordinary, recurring or otherwise (excluding however any non-cash charge to
the extent that it represents amortisation of a prepaid expense that was paid
in a prior period or an accrual of, or a reserve for, cash charges or expenses
in any future period), and including without limitation non-cash expenses for
compensation relating to the granting of options and restricted stock, sale of stock
and similar arrangements;


 


(b)         income tax expense or benefit;


 


(c)         foreign currency transaction gains and
losses and foreign currency translation differences;


 


124

















 


(d)         other non-operating gains and losses,
including the costs of, and accounting for, financial instruments and gains and
losses on disposals of fixed assets;


 


(e)         share of income or losses from equity
investments and minority interests;


 


(f)          interest expense and interest income
including, without limitation, amortisation of debt issuance cost and debt
discount;


 


(g)         depreciation and amortisation;


 


(h)         extraordinary items;


 


(i)          restructuring charges determined in
accordance with FAS 146; and


 


(j)          cumulative changes in GAAP from the
Original Execution Date.


 


“Permitted Joint Venture
Proceeds” means the cash proceeds of all payments of interest and
principal received under Financial Indebtedness and of all dividends,
distributions or other payments (including management fees) made by any
Permitted Joint Venture to any member of the Bank Group.


 


“Quarter Date”
means each of 31 March, 30 June, 30 September and 31 December in each
financial year of the Company.


 


“Working Capital”
means on any date Current Assets less Current Liabilities.


 


23.2          Ratios


 


With effect from (and including) the Financial
Quarter ending on 30 June 2010, the financial condition of the Group or
the Bank Group, as the case may be, as evidenced by the financial information
provided pursuant to paragraphs (a) and (b) of Clause 22.1
(Financial Statements) and the Attached
Working Paper referred to in Clause 22.5 (Compliance
Certificates) shall be such that:


 


(a)         Leverage Ratio:
Consolidated Net Debt to Consolidated Operating Cashflow


 


Subject to paragraph (d) below, Consolidated Net
Debt as at any Quarter Date specified in the table in paragraph (c) below
shall not be more than X times Consolidated Operating Cashflow calculated on a
rolling twelve month basis ending on such Quarter Date, where X has the value
indicated for such Quarter Date in such table (rounded to the second decimal
number).


 


(b)         Interest Coverage
Ratio: Consolidated Operating Cashflow to Consolidated Total Net Cash Interest
Payable


 


Subject to paragraph (d) below,
Consolidated Operating Cashflow calculated on a rolling twelve month basis
ending on any Quarter Date specified in the table in paragraph (c) below
shall not be less than Y times Consolidated Total Net Cash Interest Payable
calculated on a rolling twelve month basis, where Y has the value indicated for
such period in such table (rounded to the second decimal number).


 


125

















 


(c)         Ratio Table


 


This is the table referred to in paragraphs (a) and
(b) above.


 


	
   

  	
   

  	
  Total Net

  Leverage Ratio

  	
   

  	
  Interest

  Coverage Ratio

  	
   

  
	
  Quarter Date

  	
   

  	
  X

  	
   

  	
  Y

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30 June 2010

  	
   

  	
  4.85:1.00

  	
   

  	
  2.50:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30 September 2010

  	
   

  	
  4.80:1.00

  	
   

  	
  2.55:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31 December 2010

  	
   

  	
  4.70:1.00

  	
   

  	
  2.65:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31 March 2011

  	
   

  	
  4.60:1.00

  	
   

  	
  2.75:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30 June 2011

  	
   

  	
  4.40:1.00

  	
   

  	
  2.80:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30 September 2011

  	
   

  	
  4.35:1.00

  	
   

  	
  2.85:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31 December 2011

  	
   

  	
  4.30:1.00

  	
   

  	
  2.95:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31 March 2012

  	
   

  	
  4.25:1.00

  	
   

  	
  3.00:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30 June 2012

  	
   

  	
  4.10:1.00

  	
   

  	
  3.05:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30 September 2012

  	
   

  	
  4.10:1.00

  	
   

  	
  3.10:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31 December 2012

  	
   

  	
  4.10:1.00

  	
   

  	
  3.10:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31 March 2013

  	
   

  	
  4.05:1.00

  	
   

  	
  3.15:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30 June 2013

  	
   

  	
  3.85:1.00

  	
   

  	
  3.20:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30 September 2013

  	
   

  	
  3.80:1.00

  	
   

  	
  3.25:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31 December 2013

  	
   

  	
  3.80:1.00

  	
   

  	
  3.35:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31 March 2014

  	
   

  	
  3.75:1.00

  	
   

  	
  3.45:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30 June 2014

  	
   

  	
  3.55:1.00

  	
   

  	
  3.55:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30 September 2014

  	
   

  	
  3.55:1.00

  	
   

  	
  3.70:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31 December 2014

  	
   

  	
  3.50:1.00

  	
   

  	
  3.80:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31 March 2015

  	
   

  	
  3.50:1.00

  	
   

  	
  3.95:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30 June 2015

  	
   

  	
  3.25:1.00

  	
   

  	
  4.00:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30 September 2015

  	
   

  	
  3.25:1.00

  	
   

  	
  4.00:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31 December 2015

  	
   

  	
  3.00:1.00

  	
   

  	
  4.00:1.00

  	
   

  



 


(d)         If any Compliance Certificate delivered
pursuant to Clause 22.5 (Compliance Certificates)
demonstrates that the ratio of Consolidated Net Debt to Consolidated Operating
Cashflow in respect of the relevant Quarter Date for which such Compliance
Certificate was delivered was 3.00:1.00 or lower (rounded to the second 


 


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decimal number), the covenants which are required to be
tested pursuant to paragraphs (a) and (b) above shall thereafter, and
for so long as the ratio of Consolidated Net Debt to Consolidated Operating
Cashflow as at each subsequent Quarter Date remains at 3.00:1.00 or lower, be
tested on each alternative Quarter Date shown on the table in paragraph (c) above.  In the event that any Compliance Certificate
delivered pursuant to Clause 22.5 (Compliance Certificates)
demonstrates that the ratio of Consolidated Net Debt to Consolidated Operating
Cashflow in respect of any Quarter Date for which such Compliance Certificate
was delivered exceeds 3.00:1.00, the covenants which are required to be tested
pursuant to paragraphs (a) and (b) above shall thereafter, and for so
long as the ratio of Consolidated Net Debt to Consolidated Operating Cashflow
as at each subsequent Quarter Date exceeds 3.00:1.00 be tested, in accordance
with paragraphs (a) and (b) above, on each subsequent Quarter Date.


 


23.3          Equity Cure Right


 


(a)         Subject to paragraph (b) below,
if any Compliance Certificate delivered by the Company demonstrated that the
Bank Group is in breach of any of the financial covenants set out in
paragraphs (a) or (b) of Clause 23.2 (Ratios)
as at the relevant Quarter Date to which such Compliance Certificate relates,
then the Company may, at its option, within 15 Business Days of delivery of
such Compliance Certificate and without prejudice to the rights of the Lenders
under Clause 27 (Events of Default)
cure such breach (an “Equity Cure Right”)
by procuring that the proceeds of any New Equity be contributed into the Bank
Group and either:


 


(i)          applied
towards the prepayment of the Term Facilities; or


 


(ii)         added
back to the calculation of Consolidated Operating Cashflow,


 


and, for the purpose of ascertaining compliance with paragraphs (a) or
(b) of Clause 23.2 (Ratios), will
be tested or, as applicable, retested giving effect to such application or
add-back.


 


(b)         If, after giving effect to the
adjustment or add-back (as applicable) referred to in paragraph (a) above,
the requirements of paragraphs (a) and/or (b) of Clause 23.2 (Ratios) are met, then the requirements of paragraphs (a) and
(b) of Clause 23.2 (Ratios) shall
be deemed to have been satisfied as at the relevant original date of
determination.


 


(c)         The Equity Cure Right shall be subject
to the following conditions:


 


(i)          such
Equity Cure Right may not be used on more than three occasions over the life of
the Facilities;


 


(ii)         in
the case of an add-back to the calculation of Consolidated Operating Cashflow,
such Equity Cure Right may only be used on one occasion over the life of the
Facilities, and in an amount not exceeding £100 million;


 


(iii)        in
the case of an add-back to the calculation of Consolidated Operating Cashflow,
such add-back may not be rolled forward or otherwise taken into account on any
subsequent Quarter Date on which such financial covenants are to be tested; and


 


(iv)        such
Equity Cure Right may not be used for any two consecutive Quarter Dates.


 


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(d)         Any proceeds of New Equity which are
contributed into the Bank Group for the purposes specified above, shall
thereafter be retained within the Bank Group.


 


23.4          Currency Calculations


 


Where any financial information with reference to
which any of the covenants in Clause 23.2 (Ratios)
are tested states amounts in a currency other than Sterling such amounts shall,
for the purposes of testing such covenants be converted from such currency into
Sterling at the rate used in such financial information for the purpose of
converting such amounts from Sterling into the currency in which they are
stated in such financial information or where no such rate is stated in such
financial information at an appropriate rate selected by the Company, acting
reasonably.


 


23.5          Pro Forma Calculations


 


For the purposes of testing compliance with the
financial covenants set out in Clause 23.2 (Ratios),
the calculation of such ratios shall be made on a pro forma basis giving effect
to all material acquisitions and disposals made by the Bank Group during the
relevant period of calculation based on historical financial results of the
items being acquired or disposed of and including also reasonably identifiable
and supportable net cost savings or additional net costs, as the case may be,
realisable during such period as a result of such acquisitions and/or
disposals, as projected by the Company in good faith and confirmed in writing
by the principal financial officer of the Ultimate Parent (such savings for any
such acquisition shall not exceed 5% of Consolidated Operating Cashflow of the
relevant target for the 12 month period ending on the Quarter Date immediately
preceding such acquisition or disposal).


 


24.            POSITIVE
UNDERTAKINGS


 


24.1          Application of
Advances


 


The Parent shall ensure that the proceeds of each
Advance made under this Agreement are applied exclusively for the applicable
purposes specified in Clause 2.3 (Purpose).


 


24.2          Financial Assistance
and Fraudulent Conveyance


 


The Parent and each Obligor shall (and the Company
shall procure that each member of the Bank Group shall) ensure that its
execution of the Relevant Finance Documents to which it is a party and the
performance of its obligations thereunder does not contravene any applicable
local laws and regulations concerning fraudulent conveyance, financial
assistance by a company for the acquisition of or subscription for its own
shares or the shares of its parent or any other company or concerning the
protection of shareholders’ capital.


 


24.3          Necessary
Authorisations


 


The Parent and each Obligor shall (and the Company
shall procure that each member of the Bank Group shall):


 


(a)         obtain, comply with and do all that is
necessary to maintain in full force and effect all Necessary Authorisations,
except where a failure to do so does not have or is reasonably likely to have a
Material Adverse Effect; and


 


(b)         promptly upon request of the Facility
Agent, supply certified copies to the Facility Agent of any such Necessary
Authorisations so requested.


 


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24.4          Compliance with
Applicable Laws


 


The Parent and each Obligor shall (and the Company
shall procure that each member of the Bank Group shall) comply with all
applicable laws to which it is subject in respect of the conduct of its
business and the ownership of its assets (including, without limitation, all
Statutory Requirements), in each case, where a failure so to comply has or is
reasonably likely to have a Material Adverse Effect.


 


24.5          Insurance


 


(a)         Each Obligor shall (and the Company
shall procure that each member of the Bank Group shall) effect and maintain
insurances on and in relation to its business and assets against such risks and
to such extent as is necessary or usual for prudent companies carrying on a
business such as that carried on by such Obligor or member of the Bank Group
with either a Captive Insurance Company or a reputable underwriter or insurance
company except to the extent disclosed in the Group’s public disclosure
documents or to the extent that the failure to so insure has or is reasonably
likely to have a Material Adverse Effect.


 


(b)         The Company shall (upon the reasonable
request of the Facility Agent) supply the Facility Agent with copies of all
material insurance policies or certificates of insurance in respect thereof or
(in the absence of the same) such other reasonable evidence of the existence of
such policies.


 


24.6          Intellectual Property


 


Each Obligor shall (and the Company shall procure
that each member of the Bank Group shall):


 


(a)         take all necessary action to safeguard
and maintain its rights, present and future, in or relating to all Intellectual
Property Rights owned, used or exploited by it and which are material to the
Group Business (including, without limitation, paying all applicable renewal
fees, licence fees and other outgoings) save where a failure to do so has or is
reasonably likely to have a Material Adverse Effect; and


 


(b)         notify the Facility Agent promptly of
any infringement or suspected infringement or any challenge to the validity of
any of the present or future Intellectual Property Rights owned, used or
exploited by it and which are material to the Group Business which may come to
its notice and it will supply the Facility Agent with all information in its
possession relating thereto, in each case, only if the same would reasonably be
expected to have a Material Adverse Effect, and take all necessary steps
(including, without limitation, the institution of legal proceedings) to
prevent third parties infringing such Intellectual Property Rights to the
extent that failure to do so has or is reasonably likely to have a Material
Adverse Effect.


 


24.7          Ranking of Claims


 


Subject to the Reservations, the Parent and each
Obligor shall ensure that at all times the claims of the Relevant Finance
Parties against it under the Relevant Finance Documents to which it is a party
rank at least pari passu with the claims of all
its unsecured, unsubordinated creditors save those whose claims are preferred
by any bankruptcy, insolvency, liquidation or similar laws of general
application.


 


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24.8          Pay Taxes


 


Each Obligor shall procure and the Company shall
procure that each member of the Bank Group shall ensure that, at all times,
there are no material claims or liabilities which are asserted against it in
respect of tax, save to the extent the relevant Obligor or in the case of any
other member of the Bank Group, the Company (as the case may be) can
demonstrate that the same are being contested in good faith on the basis of
appropriate professional advice and that proper reserves have been established
therefor to the extent required by applicable generally accepted accounting
principles.


 


24.9          Hedging


 


The Company shall (or shall procure that the Parent
shall):


 


(a)         enter into and maintain hedging
arrangements with Hedge Counterparties, by way of interest rate swap
transaction, basis swap, forward rate transaction, interest rate option,
foreign exchange transaction, cap transaction, floor transaction, collar
transaction, currency swap transaction, cross-currency rate swap transaction,
currency option or any similar derivative transaction, or any combination of
the foregoing, for the purpose of limiting the Bank Group’s exposure to adverse
movements in interest rates or foreign exchange in relation to the Facilities,
any High Yield Notes and any Senior Secured Notes as follows:


 


(i)          interest
rate hedging (or fixed rate debt, for which purposes, outstanding principal
amounts of the Existing High Yield Notes, the Convertible Senior Notes and the
Existing Senior Secured Notes shall be deemed to constitute fixed rate debt)
required to ensure that interest is payable at fixed rates on not less than 662/3% of the combined aggregate principal amount
outstanding as at the Original Execution Date, under the Facilities, the
Convertible Senior Notes, any Senior Secured Notes and any High Yield Notes,
for a period of not less than 3 years from the Original Execution Date
(provided that for this purpose the principal amount of any fixed rate High
Yield Notes, the Convertible Senior Notes and any fixed rate Senior Secured
Notes shall be included in the calculation of such minimum hedging
requirement); and


 


(ii)         currency
rate hedging in respect of 100% of the aggregate principal amount of the
Facilities which are denominated in euros or Dollars (if applicable) for a
period of not less than 3 years from the Original Execution Date;


 


(iii)        currency
rate hedging in respect of 100% of interest payable in euros and Dollars under
the Facilities (if applicable), for a period of not less than 3 years from the
Original Execution Date;


 


(iv)        currency
rate hedging in respect of 100% of the coupon payable in euros and Dollars
under any High Yield Notes (if applicable), for a period up to the applicable
first call date in respect of such High Yield Notes; and


 


(v)         currency
rate hedging in respect of 100% of the coupon payable in euros and Dollars
under any Senior Secured Notes (if applicable), of a period up to the
applicable first call date in respect of such Senior Secured Notes,


 


in each case within 6 months of the Original Execution
Date other than, in the case of the hedging arrangements required to be entered
into under sub-paragraphs (iv) and (v) above, those hedging
arrangements relating to any Additional High Yield Notes, High Yield
Refinancing or Senior Secured Notes, which shall be required to be 


 


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implemented within 6 months of the date of issuance
of such Additional High Yield Notes, High Yield Refinancing or Senior Secured
Notes, as applicable;


 


(b)         ensure that the hedging arrangements
required pursuant to this Clause 24.9 are Existing Hedging Agreements or
are entered into in the form of Acceptable Hedging Agreements; and


 


(c)         as soon as reasonably practicable
following request by the Facility Agent provide the Facility Agent with
certified true copies of each such Hedging Agreement entered into,


 


provided that the Company shall not be in breach of
this Clause 24.9 if the Company fails to enter into the hedging
arrangements required under paragraph (a) above by the relevant times
specified in paragraph (a) if during the time between the Original
Execution Date and the date on which such hedging arrangements are required to
be implemented:


 


(i)          none
of the Lenders or their Affiliates is willing to enter into Hedging Agreements
to effect the hedging arrangements required by paragraph (a) above; or


 


(ii)         where
a Lender or its Affiliate is willing to enter into such hedging arrangements,
the terms of such hedging arrangements are, having regard to the
creditworthiness of the Company and current market conditions, considered to be
unreasonable by the Company, or where in the opinion of the Company, acting
reasonably, such hedging arrangements would cause material adverse tax-related
implications for any member of the Group,


 


provided that nothing in this Clause 24.9 shall require the Company
to enter into or maintain any Hedging Agreement that would not be permitted to
be so entered into or maintained under Clause 25.12 (Limitations
on Hedging) or prevent the Company, any Obligor or any other member
of the Group from entering and maintaining any Hedging Agreement that would not
be prohibited to be entered into or maintained under Clause 25.12 (Limitations on Hedging).


 


24.10        Pension Plans


 


(a)         The Company shall use reasonable
endeavours to ensure that all pension plans maintained and operated by it or
any member of the Bank Group, generally for the benefit of employees of any
member of the Bank Group are maintained and operated and have been valued by an
actuary appointed by the Company in accordance with all applicable laws from
time to time and that the employer contributions are assessed and paid in all
material respects in accordance with the governing provisions of such schemes
and all laws applicable thereto, in each case, save to the extent that any
failure to do so does not have or is reasonably likely to have a Material
Adverse Effect.


 


Without prejudice to the generality of
Clause 24.10(a):


 


(b)         The Company shall ensure that, except
for the NTL Pension Plan and the NTL 1999 Pension Scheme (the “UK DB Schemes”), each UK Pension Scheme is,
or has at any time been, a money purchase scheme as defined in s181 of the
Pension Schemes Act 1993) and no member of the Group is, for the purposes of
either s38 or s43 of the Pensions Act 2004, connected with or an associate of
any employer of an occupational pension scheme which is not a money purchase
scheme.


 


(c)         Each Participating Employer shall
ensure that, in relation to each UK Pension Scheme, no action or omission is
taken or omitted to be taken by it and no 


 


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circumstances or event within its control is permitted to
occur which has or is reasonably likely to have a Material Adverse Effect
(including, without limitation, any Participating Employer ceasing to employ
any member of such a pension scheme or, in the case of any UK DB Scheme, the
issue of a Financial Support Direction or Contribution Notice to any member of
the Group).


 


(d)         The Company shall promptly notify the
Facility Agent of any change in the rate of contributions to any UK DB Schemes,
paid or recommended to be paid (whether by the scheme actuary or otherwise) or
required by law or otherwise which would reasonably be expected to have a
Material Adverse Effect.


 


(e)         Each Obligor shall immediately notify
the Facility Agent of any investigation or proposed investigation by the
Pensions Regulator which it has been informed may lead to the issue of a
Financial Support Direction or a Contribution Notice to it or any member of the
Bank Group.


 


(f)          Each Obligor shall immediately notify
the Facility Agent if it receives a Financial Support Direction or a
Contribution Notice from the Pensions Regulator.


 


(g)         The Ultimate Parent shall procure that
each member of the Group shall ensure that all Foreign Pension Plans
administered by them or into which they make payments, obtain or retain (as
applicable) registered status under and as required by applicable law and are
administered in a timely manner in all respects in compliance with all
applicable laws, in the case of each of the foregoing, except where the failure
to do any of the foregoing will not have a Material Adverse Effect.


 


24.11        Environmental Matters


 


(a)         Each Obligor shall (and the Company
shall procure that each member of the Bank Group shall):


 


(i)          comply
with all Environmental Laws to which it is subject;


 


(ii)         obtain
all Environmental Licences required or desirable in connection with the
business it carries on; and


 


(iii)        comply
with the terms of all such Environmental Licences,


 


in each case where failure to do so has or is
reasonably likely to have a Material Adverse Effect.


 


(b)         Each Obligor shall (and the Company
shall procure that each member of the Bank Group shall) promptly notify the
Facility Agent of any Environmental Claim (to the best of such Obligor’s or
member of the Bank Group’s knowledge and belief) pending or threatened against
it which, if substantiated, has or is reasonably likely to have a Material
Adverse Effect.


 


(c)         No Obligor shall (and the Company shall
procure that no member of the Bank Group shall) permit or allow to occur any
discharge, release, leak, migration or other escape of any Hazardous Substance
into the Environment on, under or from any property owned, leased, occupied or
controlled by it, where such discharge, release, leak, migration or escape has
or is reasonably likely to have a Material Adverse Effect.


 


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24.12        Further Assurance


 


(a)         The Parent and each Obligor shall (and
the Company shall procure that each member of the Bank Group shall) at its own
expense, promptly take all such reasonable action as the Facility Agent or the
Security Trustee may require for the purpose of complying with the provisions
of paragraph (b) below and for the registration or filing of any Security
Documents delivered pursuant thereto with all appropriate authorities to the
extent necessary for the purposes of perfecting the Security created
thereunder.


 


(b)         The Company shall:


 


(i)          subject
to the proviso below and except as otherwise provided in this
Clause 24.12, procure that the 80% Security Test is satisfied at the end
of each financial year starting with the financial year ending 31 December 2010
where such test is calculated by reference to the annual financial information
relating to the Bank Group most recently delivered pursuant to Clause 22.1
(Financial Statements) and certified in
the relevant Compliance Certificate accompanying the same;


 


(ii)         procure
that in relation to any member of the Bank Group which becomes a Borrower for
the purposes of this Agreement, the immediate Holding Company of such Borrower
shall also become a Guarantor hereunder; and


 


(iii)        subject
to any Encumbrances permitted under Clause 25.2 (Negative
Pledge) and Clause 44.5 (Release of Guarantees and
Security) procure that each member of the Bank Group which, after
the Original Execution Date, becomes a party to this Agreement as an Obligor if
required to satisfy the 80% Security Test shall have delivered to the Security
Trustee on or prior to the date of its accession to this Agreement as an
Obligor, one or more Security Documents granting security over all or
substantially all of its assets such security, for the avoidance of doubt, to
be on substantially the same terms and conditions as apply in respect of (and
to secure substantially the same types of assets, and to the same extent, as
secured under) the Original Security Documents (with respect to any security in
any jurisdiction not included in the Original Security Documents, such security
as reasonably required by the Security Trustee as being mutatis
mutandis the same security as under the Original Security Documents
under the laws of the applicable jurisdiction subject to any limitations under
applicable local law), other than any shares in, receivables owed by or any
other interest in any Bank Group Excluded Subsidiary, Project Company or Joint
Venture or any other asset which is of a type excluded from existing
corresponding Security Documents, or which the Security Trustee agrees may be
excluded from the Security granted under the Security Documents (provided that
the Security Trustee shall not agree to exclude any asset of an Obligor from
the Security where the net book value of such asset exceeds £10 million (or its
equivalent in other currencies) without the prior consent of an Instructing
Group (not to be unreasonably withheld or delayed)).


 


(c)         A breach of paragraph (b) above
shall not constitute a Default if:


 


(i)          one
or more members of the Bank Group become Obligors in accordance with
Clause 26.1 (Acceding Borrowers) or
Clause 26.2 (Acceding Guarantors), as
applicable, within 10 Business Days of the delivery of a Compliance Certificate
by the Borrower demonstrating that the 80% Security Test is not satisfied; and


 


(ii)         the
Facility Agent (acting reasonably) is satisfied that the 80% Security Test
would have been satisfied at the end of the relevant financial year if such 


 


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Compliance
Certificate had been prepared on the basis that such members of the Bank Group
had been Obligors as at that date.


 


(d)         In relation to any provision of this
Agreement which requires the Obligors or any member of the Bank Group to
deliver a Security Document for the purposes of granting any guarantee or
Security for the benefit of the Relevant Finance Parties, the Security Trustee
agrees to execute, as soon as reasonably practicable, any such guarantee or
Security Document which is presented to it for execution.


 


(e)         At any time after an Event of Default
has occurred and whilst such Event of Default is continuing, each Obligor
shall, at its own expense, take any and all action as the Security Trustee may
deem necessary for the purposes of perfecting or otherwise protecting the
Lenders’ interests in the Security constituted by the Security Documents.


 


(f)          Notwithstanding any other provision of
this Agreement:


 


(i)          All
of the Equity Interests issued by the Company and by the Intermediate Holdco
shall at all times be subject to the Security of the Security Documents;


 


(ii)         Without
limiting the generality of paragraph (i) above, if any Equity
Interests (as defined below) of any member of the Bank Group are at any time
legally or beneficially owned by a member of the Group which is not a member of
the Bank Group (the “Non-Bank Group Member”),
the Ultimate Parent and the Company shall procure that, to the extent such
Equity Interests are not already subject to the Security of the Security
Documents, such Non-Bank Group Member must grant Security promptly (and in any
event within 20 Business Days) over such Equity Interest in favour of the
Security Trustee on terms acceptable to the Security Trustee;


 


(iii)        If
any Financial Indebtedness (other than Financial Indebtedness under paragraph
(b), (e), (h), (i), (j) or (k) of the definition thereof) of any
member of the Bank Group is owed to any Non-Bank Group Member (other than any
Utilisation under this Agreement and for the avoidance of doubt not including
any guarantee by a member of the Bank Group permitted by this Agreement), (i) the
Ultimate Parent and the Company shall procure that, to the extent such
Financial Indebtedness is not already subject to the Security of the Security
Documents, such Non-Bank Group Member must grant Security promptly (and in any
event within 20 Business Days) over such Financial Indebtedness in favour of
the Security Trustee on terms acceptable to the Security Trustee; and (ii) the
relevant debtor and creditor must be party to the Group Intercreditor Agreement
as an Intergroup Debtor or Intergroup Creditor (as such terms are defined in
the Group Intercreditor Agreement), respectively, or the relevant debtor and
creditor must be party to such other subordination arrangements as may be
satisfactory to the Facility Agent, acting reasonably; and


 


(iv)        For
purposes of this Clause 24.12, “Equity
Interest” means, with respect to any person, any and all shares,
interests, participations, capital contributions, membership interests
(howsoever designated), preferred equity certificates or other equivalents,
howsoever designated, of equity shares or other equity participations (whether
voting or non-voting), including partnership interests, whether general or
limited, in such person.


 


(g)         For the purposes of determining whether
the 80% Security Test is satisfied at any time under this Agreement other than
at the end of a financial year pursuant to Clause 24.12(b) (Further Assurances) or for purposes of determining whether
the 


 


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80% Security Test would be satisfied after a disposal or
other transaction is consummated or to determine whether assets are required to
remain or become subject to Security in order to comply with the 80% Security
Test pursuant to Clause 24.12(b)(i) (Further Assurances)
or otherwise (in any such case, the “Testing
Time”),


 


(i)          the
80% Security Test shall be applied using the financial statements in respect of
the Financial Quarter immediately preceding the Testing Date, adjusted pro forma for the transaction for which the 80% Security
Test is being tested and any other transactions that took place after the end
of such Financial Quarter that also required the satisfaction of the 80%
Security Test; and


 


(ii)         any
member of the Bank Group which (A) is not an Obligor or (B) has not
granted Security over all or substantially all of its assets, each in favour of
the Security Trustee in accordance with this Clause, shall be excluded from the
numerator (but not the denominator) in the determination of whether members of
the Bank Group generating not less than 80% of Consolidated Operating Cashflow
(excluding for the purpose of this calculation, any Consolidated Net Income
attributable to any Joint Venture) have acceded as Guarantors for purposes of
the 80% Security Test (but, for the avoidance of doubt, the operating cashflow
of such company shall continue to be taken into account when calculating
Consolidated Operating Cashflow).


 


24.13        Centre of Main
Interests


 


No Obligor incorporated or otherwise existing under
the laws of England and Wales shall (and the Company shall procure that no
other member of the Bank Group incorporated or otherwise existing under the
laws of England and Wales shall), without the prior written consent of an
Instructing Group, cause or allow its Centre of Main Interests to change to a
country other than England.


 


24.14        Group Structure Chart


 


If there is a material change or inaccuracy in the
corporate structure of the Bank Group or any Holding Companies of the Company
from that set out in the Group Structure Chart most recently delivered to the
Facility Agent, the Company shall deliver or procure that there is delivered to
the Facility Agent, as soon as practicable upon becoming available, an updated
Group Structure Chart containing information sufficient to evidence the matters
set out in paragraphs (a) to (c) of Clause 21.19 (Structure) and showing such material change or correcting
such inaccuracy.


 


24.15        Contributions to the
Bank Group


 


The Company shall procure that any monies which are
at any time contributed by any member of the Group to any member of the Bank
Group shall be contributed by way of Subordinated Funding, by way of an
investment through capital contribution or a subscription or issuance of
securities or convertible unsecured loan stock in the relevant member of the
Bank Group.


 


24.16        “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;


 


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(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,


 


obliges the Facility Agent or any Lender (or, in the
case of paragraph (iii) above, any prospective New Lender) to comply with “know
your client” or similar identification procedures in circumstances where the
necessary information is not already available to it, each Obligor shall
promptly upon the request of the Facility Agent or any Lender supply, or
procure the supply of, such documentation and other evidence as is reasonably
requested by the Facility Agent (for itself or on behalf of any Lender) or any
Lender (for itself or, in the case of the event described in paragraph (iii) above,
on behalf of any prospective New Lender) in order for the Facility Agent, such
Lender or, in the case of the event described in paragraph (iii) above,
any prospective New Lender to carry out and be satisfied it has complied with
all necessary “know your client” or other similar checks under all applicable
laws and regulations pursuant to the transactions contemplated in the Relevant
Finance Documents.


 


(b)         Each Lender shall promptly upon the
request of the Facility Agent supply, or procure the supply of, such
documentation and other evidence as is reasonably requested by the Facility
Agent (for itself) in order for the Facility Agent to carry out and be
satisfied it has complied with all necessary “know your client” or other
similar checks under all applicable laws and regulations pursuant to the
transactions contemplated in the Relevant Finance Documents.


 


(c)         The Company shall, by not less than 3
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 26
(Acceding Group Companies).


 


(d)         Following the giving of any notice
pursuant to paragraph (c) above, if the accession of such Acceding Obligor
obliges the Facility Agent or any Lender to comply with “know your client” or
similar identification procedures in circumstances where the necessary
information is not already available to it, the Company shall promptly upon the
request of the Facility Agent or any Lender supply, or procure the supply of,
such documentation and other evidence as is reasonably requested by the
Facility Agent (for itself or on behalf of any Lender) or any Lender (for
itself or on behalf of any prospective New Lender) in order for the Facility
Agent or such Lender or any prospective New Lender to carry out and be
satisfied it has complied with all necessary “know your client” or other
similar checks under all applicable laws and regulations pursuant to the
accession of such Subsidiary to this Agreement as an Acceding Obligor.


 


24.17        Change in Auditors


 


The Obligors shall ensure that its auditors are (and
in the case of the Company, the Bank Group’s auditors are) any one of the
Permitted Auditors provided that in the event of any change in such auditors,
the relevant Obligor (or the Company, in the case of any change to the Bank
Group’s auditors) shall promptly notify the Facility Agent of such change.


 


24.18        Assets


 


Each Obligor shall (and the Company shall procure
that each member of the Bank Group shall) maintain and preserve all of its
assets that are necessary in the conduct of its business 


 


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as it is conducted from time to time, in good working
order and condition subject to ordinary wear and tear where any failure to do so
has or is reasonably likely to have a Material Adverse Effect.


 


24.19        ERISA


 


(a)         As soon as possible and, in any event,
within 20 days after a Borrower or any Obligor knows or has reason to know of
the occurrence of any of the events specified in paragraph (b) below,
such Borrower or such Obligor will deliver to the Facility Agent in sufficient
copies for each Lender a certificate of the chief financial officer of such
Borrower or such Obligor setting out full details as to such occurrence and the
action, if any, that the relevant member of the Group or ERISA Affiliate is
required or proposes to take, together with any notices required or proposed to
be given or filed by such member of the Group, the Plan administrator or such
ERISA Affiliate to or with any government agency, or a Plan participant and any
notices received by such member of the Group or ERISA Affiliate from any
government agency, or a Plan participant with respect to it.


 


(b)         The events referred to in
paragraph (a) above are:


 


(i)          any
contribution required to be made with respect to a Plan or Foreign Pension Plan
is not made before or within 30 days following the time limit therefor when
such failure is reasonably likely to result in a Material Adverse Effect;


 


(ii)         any
member of the Group or any ERISA Affiliate incurs or is reasonably expected to
incur any material liability with respect to a Plan under section 4975 or 4980
of the Code or section 409, 502(i) or 502(l) of ERISA;


 


(iii)        any
member of the Group incurs or reasonably expects to incur any material
liability pursuant to any employee welfare benefit plan (as defined in section
3(1) of ERISA) that provides benefits to retired employees or other former
employees (other than as required by section 601 of ERISA) the obligations with
respect to which would reasonably be expected to have a Material Adverse
Effect; and


 


(iv)        any
of the events set forth in section 4043(c) of ERISA occurs with respect to
a Plan, unless the 30 day notice requirement with respect to such event has
been waived by the PBGC, when such occurrence is reasonably likely to result in
a Material Adverse Effect.


 


(c)         Subject to all applicable data
protection laws, the Ultimate Parent shall procure that each member of the
Group will deliver to the Facility Agent in sufficient copies for each of the
Lenders upon request a complete copy of the annual report (on Internal Revenue
Service Form 5500-series (including, to the extent required, the related
financial and actuarial statements and opinions and other supporting statements,
certifications, schedules and information)) of each Plan required to be filed
with the Internal Revenue Service and/or the Department of Labor.


 


24.20        Minimum Outstandings
and Commitments


 


The Company shall procure that the aggregate amount
of all Outstandings and Available Commitments at all times exceeds £1 billion
in principal amount.  Subject to
Clause 12.9 (Limitation on Mandatory Prepayments),
this Clause 24.20 shall not modify any payment obligations by any Obligor
otherwise required, even if such payment results in a breach of the undertaking
provided in this Clause 24.20.


 


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24.21        Parent Covenant


 


Any shares held by the Parent in the Company and any
intergroup credit balances owed to the Parent by an Obligor shall be:


 


(a)         subject to Security; and


 


(b)         subject to the provisions of the HYD
Intercreditor Agreement or the Group Intercreditor Agreement.


 


25.            NEGATIVE
UNDERTAKINGS


 


25.1          Content Transaction


 


(a)         Notwithstanding any other provisions of
this Agreement, no Content Transaction shall be restricted by (nor deemed to
constitute a utilisation of any of the permitted exceptions to) any provision
of this Agreement, neither shall the implementation of any Content Transaction
constitute a breach of any provision of any Relevant Finance Document, provided
that:


 


(i)          the
cash proceeds of any Content Transaction are applied in accordance with
Clause 12 (Mandatory Prepayment and Cancellation);


 


(ii)         after
giving pro forma effect for such Content Transaction, the Group and the Bank
Group continue to be in compliance with Clause 23.2 (Ratios);
and


 


(iii)        at
the time of completion of such Content Transaction, no Event of Default has
occurred and is continuing and no Event of Default would occur as a result of
such Content Transaction.


 


(b)         Any Joint Venture established pursuant
to a Content Transaction shall thereafter not be subject to any restrictions
under this Agreement.


 


25.2          Negative Pledge


 


No Obligor shall (and the Company shall procure that
no member of the Bank Group shall), without the prior written consent of an
Instructing Group, create or permit to subsist any Encumbrance over all or any
of its present or future revenues or assets other than an Encumbrance:


 


(a)         which is an Existing Encumbrance set
out in:


 


(i)          Part 1A
of Schedule 10 (Existing Encumbrances) provided
that such Encumbrance is released within 10 Business Days of the first
Utilisation Date; or


 


(ii)         Part 1B
of Schedule 10 (Existing Encumbrances) provided
that the principal amount secured thereby may not be increased unless any
Encumbrance in respect of such increased amount would be permitted under
another paragraph of this Clause 25.2;


 


(b)         which arises by operation of Law or by
a contract having a similar effect or under an escrow arrangement required by a
trading counterparty of any member of the Bank Group and in each case arising
or entered into the ordinary course of business of the relevant member of the
Bank Group;


 


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(c)         which is created pursuant to any of the
Relevant Finance Documents (including any Additional Facilities) and any Senior
Secured Notes Documents;


 


(d)         arising from any Finance Leases, sale
and leaseback arrangements or Vendor Financing Arrangements permitted to be
incurred pursuant to Clause 25.4 (Financial Indebtedness);


 


(e)         which arises in respect of any right of
set-off, netting arrangement, title transfer or title retention arrangements
which:


 


(i)          arises
in the ordinary course of trading and/or by operation of Law;


 


(ii)         is
entered into by any member of the Bank Group in the normal course of its
banking arrangements for the purpose of netting debit and credit balances on
bank accounts of members of the Bank Group operated on a net balance basis;


 


(iii)        arises
in respect of netting or set off arrangements contained in any Hedging
Agreement or other contract permitted under Clause 25.12 (Limitations on Hedging);


 


(iv)        is
entered into by any member of the Bank Group on terms which are generally no
worse than the counterparty’s standard or usual terms and entered into in the
ordinary course of business of the relevant member of the Bank Group; or


 


(v)         which
is a retention of title arrangement with respect to customer premises equipment
in favour of a supplier (or its Affiliate); provided that the title is only
retained to individual items of customer premises equipment in respect of which
the purchase price has not been paid in full;


 


(f)          which arises in respect of any
judgment, award or order or any tax liability for which an appeal or
proceedings for review are being diligently pursued in good faith, provided
that the affected member of the Bank Group shall have or will establish such
reserves as may be required under applicable generally accepted accounting
principles in respect of such judgment, award, order or tax liability;


 


(g)         over or affecting any asset acquired by
a member of the Bank Group after the Original Execution Date and subject to
which such asset is acquired, if:


 


(i)          such
Encumbrance was not created in contemplation of the acquisition of such asset
by a member of the Bank Group; and


 


(ii)         the
Financial Indebtedness secured thereby is Financial Indebtedness of, or is
assumed by, the relevant acquiring member of the Bank Group, is Financial
Indebtedness which at all times falls within paragraph (g) or (j) of
Clause 25.4 (Financial Indebtedness) and the
amount of Financial Indebtedness so secured is not increased at any time;


 


(h)         over any property or other assets to
satisfy any pension plan contribution liabilities provided that the aggregate
value of any such property or other assets, when taken together with the
aggregate amount utilised under the basket in paragraph (e) of Clause 25.6
(Disposals), shall not exceed £100
million at any time;


 


(i)          over or affecting any asset of any
company which becomes a member of the Bank Group after the Original Execution
Date, where such Encumbrance is created prior to the date on which such company
becomes a member of the Bank Group, if:


 


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(i)          such Encumbrance
was not created in contemplation of the acquisition of such company; and


 


(ii)         to the extent not
repaid by close of business on the date upon which such company became a member
of the Bank Group, the Financial Indebtedness secured by such Encumbrance at
all times falls within paragraph (g) or (j) of Clause 25.4
(Financial Indebtedness);


 


(j)          constituted by a rent deposit deed
entered into on arm’s length commercial terms and in the ordinary course of
business securing the obligations of a member of the Bank Group in relation to
property leased to a member of the Bank Group;


 


(k)         constituted by an arrangement referred
to in paragraph (d) of the definition of Financial Indebtedness;


 


(l)          which is granted over the shares of,
Indebtedness owed by or other interests held in, or over the assets (including,
without limitation, present or future revenues), attributable to a Project
Company, a Bank Group Excluded Subsidiary or a Permitted Joint Venture;


 


(m)        over cash deposited as security for the
obligations of a member of the Bank Group in respect of a performance bond,
guarantee, standby letter of credit or similar facility entered into in the
ordinary course of business of the Bank Group;


 


(n)         which is created by any member of the
Bank Group in substitution for any Existing Encumbrance referred to in
paragraph (a)(ii) above, provided that the principal amount secured
thereby may not be increased unless any Encumbrance in respect of such
increased amount would be permitted under another paragraph of this
Clause 25.2;


 


(o)         securing any Financial Indebtedness on
a pari passu or junior ranking basis with
respect to any part of the Facilities, provided that:


 


(i)          the ratio of
Consolidated Senior Net Debt to Consolidated Operating Cashflow (giving pro
forma effect to any such Financial Indebtedness and the use of proceeds
thereof) would be equal to, or less than, 2.25:1.00 (rounded to the second
decimal number), provided that this limitation shall not apply to any Financial
Indebtedness the proceeds of which are used to refinance (A) the
Facilities (including any Additional Facility), (B) any Senior Secured
Notes or (C) any other Financial Indebtedness which is secured by assets
that are subject to the Security;


 


(ii)         the proceeds of
any such Financial Indebtedness shall not be used in payment of any dividends
or distributions to the Ultimate Parent’s shareholders or any repurchase of
capital stock of the Ultimate Parent;


 


(iii)        (A) any such
Financial Indebtedness ranking pari passu with
the Facilities outstanding on the Original Execution Date or any Financial
Indebtedness that would have ranked pari passu with
the Facilities outstanding on the Original Execution Date is subject to the
Group Intercreditor Agreement and the HYD Intercreditor Agreement and (B) any
such Financial Indebtedness which is secured on a junior ranking basis over
assets subject to the Security, such junior ranking security shall be granted
on terms where the rights of the relevant mortgagee, chargee or other
beneficiary of such security in respect of any payment will be subordinated to
the rights of the Relevant Finance Parties under an intercreditor agreement (providing for contractual
subordination on


 


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terms
comparable to the Loan Market Association’s form of intercreditor agreement at
such time for mezzanine debt) and, in each case, the
Relevant Finance Parties agree to execute such intercreditor agreement as soon
as practicable following request from the Company; and


 


(iv)        no Financial
Indebtedness the proceeds of which are used to repay or prepay any 2016 High
Yield Notes shall be secured pursuant to this paragraph (o) prior to
1 August 2011; or


 


(p)         securing Financial Indebtedness the
principal amount of which (when aggregated with the principal amount of any
other Financial Indebtedness which has the benefit of an Encumbrance other than
as permitted pursuant to paragraphs (a) to (o) above) does not exceed
£330 million (or its equivalent in other currencies), including Financial
Indebtedness:


 


(i)          which may be
secured on assets not subject to the Security; or


 


(ii)         which may be
secured on a junior ranking basis over assets subject to the Security provided
that such junior ranking security shall be granted on terms where the rights of
the relevant mortgagee, chargee or other beneficiary of such security in
respect of any payment will be subordinated to the rights of the Relevant
Finance Parties under an intercreditor arrangement (providing for contractual subordination on
terms comparable to the Loan Market Association’s form of intercreditor
agreement at such time for mezzanine debt) and provided
further that each of the Relevant Finance Parties agrees to execute such
intercreditor agreement as soon as practicable following request from the
Company.


 


25.3          Loans and Guarantees


 


No Obligor shall
(and the Company shall procure that no member of the Bank Group shall), without
the prior written consent of an Instructing Group, grant any loan or credit or
give any guarantee in any such case in respect of Financial Indebtedness, other
than:


 


(a)         any extension of trade credit or
guarantees, bonds or indemnities granted in the ordinary course of business on
usual and customary terms;


 


(b)         any credit given by a member of the
Bank Group to another member of the Bank Group which arises by reason of
cash-pooling, set-off or other cash management arrangement of the Bank Group;


 


(c)         the Existing Loans provided that the
aggregate principal amount outstanding thereunder may not be increased from
that existing at the Original Execution Date in reliance on this
paragraph (c) (except with respect to accrual or capitalisation of
interest);


 


(d)         any loans or credit granted:


 


(i)          by a member of the
Bank Group which is not an Obligor to an Obligor by way of Subordinated
Funding;


 


(ii)         by one Obligor to
another Obligor;


 


(iii)        by a member of the
Bank Group which is not an Obligor to any other member of the Bank Group which
is not an Obligor;


 


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(iv)        by a member of the
Bank Group to the relevant member of the Group for the purposes of funding
drawings available under the undrawn portion of any Existing UKTV Group Loan
Stock of up to £50 million in aggregate;


 


(v)         in accordance with
Clause 25.9 (Joint Ventures); or


 


(vi)        by a SSN Finance
Subsidiary as contemplated in the definition of “SSN Finance Subsidiary” or the
on-lending by the Parent to VMIH of the proceeds of an issuance of Senior
Secured Notes;


 


(e)         any loans made by any member of the Bank Group to its
employees either:


 


(i)          in the ordinary
course of its employees’ employment; or


 


(ii)         to fund the
exercise of share options or the purchase of capital stock by its employees,
directors, officers or consultants of the Group,


 


provided that the
aggregate principal amount of all such loans shall not at any time exceed £10
million (or its equivalent in other currencies);


 


(f)          any loan made by a member of the Bank
Group pursuant to either an Asset Passthrough or a Funding Passthrough;


 


(g)         any loan made by a member of the Bank Group to a member of
the Group, where the proceeds of such loan are, or are to be (whether directly
or indirectly) used:


 


(i)          to make payments
to the High Yield Trustee in respect of High Yield Trustee Amounts (as such
terms are defined in the HYD Intercreditor Agreement) in respect of the
Existing High Yield Notes;


 


(ii)         to make equivalent
payments to those specified in paragraph (i) above in respect of any
High Yield Refinancings or in respect of any Additional High Yield Notes;


 


(iii)        to make payments
under the Senior Secured Notes Documents;


 


(iv)        provided that no
Event of Default has occurred and is continuing or is likely to occur as a
result thereof, to fund Permitted Payments; or


 


(v)         at any time after
the occurrence of an Event of Default, to fund Permitted Payments to the extent
not prohibited by the HYD Intercreditor Agreement, the Group Intercreditor
Agreement or a Supplemental HYD Intercreditor Agreement;


 


(h)         credit granted by any member of the
Bank Group to a member of the Group, where the Indebtedness outstanding
thereunder relates to Intra-Group Services in the ordinary course of business;


 


(i)          any guarantee given in respect of
membership interests in any company limited by guarantee where the acquisition
of such membership interest is permitted under Clause 25.13 (Acquisitions and Investments);


 


(j)          any guarantee given by a member of the
Bank Group in respect of or constituted by any Financial Indebtedness permitted
under Clause 25.4 (Financial Indebtedness)
or Clause 25.10 (Transactions with
Affiliates) or other obligation not restricted by the terms of the
Relevant Finance Documents, of another member of the Bank Group;


 


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(k)         any guarantees arising under the
Relevant Finance Documents;


 


(l)          any customary title guarantee given in
connection with the assignment of leases where such assignment is permitted
under Clause 25.6 (Disposals);


 


(m)        any guarantees or similar undertakings
granted by any member of the Bank Group in favour of H.M. Revenue &
Customs in respect of any obligations of Virgin Media (UK) Group, Inc. in
respect of UK tax in order to facilitate the winding up of Virgin Media (UK)
Group, Inc. provided that the Facility Agent shall have first received
confirmation from the Company that based on discussions with H.M. Revenue &
Customs and the Company’s reasonable assumptions, the Company does not believe
that the liability under such guarantee will exceed £15 million (such
confirmation to be supported by a letter from the Company’s auditors for the
time being, confirming that based on the Company’s calculations of such tax
liability the Company’s confirmation is a reasonable assessment of such tax
liability);


 


(n)         any loan granted as a result of a
Subscriber being allowed terms, in the ordinary course of trade, whereby it
does not have to pay for the services provided to it for a period after the
provision of such services;


 


(o)         a loan made or a credit granted to a
Joint Venture to the extent permitted under paragraph (d) of
Clause 25.9 (Joint Ventures);


 


(p)         any loans made under the terms of the
Screenshop Intra-Group Loan Agreement;


 


(q)         the BBC Guarantees;


 


(r)          liquidity loans of a type which is
customary for asset securitisation programmes or other receivables factoring
transactions, provided in connection with any asset securitisation programme or
receivables factoring transaction otherwise permitted by Clause 25.6(j) (Disposals); and


 


(s)         loans made, credit granted or
guarantees given by any member of the Bank Group not falling within
paragraphs (a) to (r) above, in an aggregate amount not
exceeding £100 million (or its equivalent in other currencies) outstanding at
any time.


 


25.4          Financial Indebtedness


 


No Obligor shall
(and the Company shall procure that no member of the Bank Group shall), without
the prior written consent of an Instructing Group, incur, create or permit to
subsist or have outstanding any Financial Indebtedness other than:


 


(a)         Financial Indebtedness arising under or
pursuant to the Relevant Finance Documents including under any Additional
Facility (provided that the incurrence of any Financial Indebtedness under any
such Additional Facility is not prohibited by this Agreement at the time of
such incurrence and complies with the requirements of Clause 2.5 (Additional Facility));


 


(b)         Existing Financial Indebtedness
provided that the Existing Senior Credit Facilities Agreement shall be repaid
in full immediately upon the making of the first Advance under this Agreement;


 


(c)         Financial Indebtedness arising in respect of:


 


(i)          the Existing High
Yield Notes, including the existing subordinated unsecured guarantees given by
the Company and Intermediate Holdco in respect thereof;


 


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(ii)         any Additional
High Yield Notes, including any subordinated unsecured guarantee granted by the
Company and/or Intermediate Holdco in respect thereof in accordance with
paragraph (e) of the definition of Additional High Yield Notes, provided
that no Default or Event of Default is outstanding or occurs as a result of the
issuance of such Additional High Yield Notes;


 


(iii)        any High Yield
Refinancing, including any subordinated unsecured guarantee granted by the
Company and/or Intermediate Holdco in respect thereof in accordance with
paragraph (e) of the definition of High Yield Refinancing, provided that
no Default or Event of Default is outstanding or occurs as a result of such
High Yield Refinancing; and


 


(iv)        any Senior Secured
Notes and any guarantee in respect thereof given by any member of the Bank
Group that is an Obligor;


 


(d)         Financial Indebtedness of any member of
the Bank Group falling within, and permitted by Clause 25.3 (Loans and Guarantees);


 


(e)         Financial Indebtedness arising under
any Hedging Agreements permitted under Clause 25.12 (Limitations
on Hedging);


 


(f)          Financial Indebtedness arising in
relation to either an Asset Passthrough or a Funding Passthrough;


 


(g)         Financial Indebtedness of any company which became or
becomes a member of the Bank Group after the Original Execution Date, where
such Financial Indebtedness arose prior to the date on which such company
became or becomes a member of the Bank Group; if:


 


(i)          such Financial
Indebtedness was not created in contemplation of the acquisition of such
company;


 


(ii)         the aggregate
principal amount of all of the Financial Indebtedness assumed in reliance on
this paragraph (g) either (A) does not exceed £85 million (or its
equivalent in other currencies) outstanding at any time or (B) to the
extent such Financial Indebtedness does exceed £85 million, an amount equal to
such excess is repaid promptly thereafter;


 


(h)         Financial Indebtedness arising in
respect of any guarantee given by the Company or Intermediate Holdco in respect
of the relevant borrower’s obligations under any Parent Debt, provided that any
such guarantee is given on a subordinated unsecured basis and is subject to the
terms of the HYD Intercreditor Agreement, the Group Intercreditor Agreement or
any other applicable intercreditor agreement in form satisfactory to the
Facility Agent;


 


(i)          Financial Indebtedness which
constitutes Subordinated Funding provided that each Obligor that is a debtor in
respect of Subordinated Funding shall (and the Company shall procure that each
member of the Bank Group that is a debtor in respect of Subordinated Funding
shall) procure that the relevant creditor of such Subordinated Funding, to the
extent not already a party at the relevant time, accedes to the Group
Intercreditor Agreement and the HYD Intercreditor Agreement, as appropriate, in
such capacity, upon the granting of such Subordinated Funding;


 


(j)          Financial Indebtedness arising under (i) Finance
Leases or (ii) Vendor Financing Arrangements, to the extent that such
Finance Leases and/or Vendor Financing Arrangements (x) comprise Existing
Vendor Financing Arrangements or any 


 


144

















 


refinancing or
rollover thereof, or (y) comprise Finance Leases and/or Vendor Financing
Arrangements entered into after the Original Execution Date, provided that in
the case of clauses (x) and (y) the aggregate principal amount
thereof does not at any time exceed £165 million plus the principal amount of
such Finance Leases and Vendor Financing Arrangements outstanding on the
Original Execution Date; and provided further that, in each case, the relevant
lessor or provider of Vendor Financing Arrangements does not have the benefit
of any Encumbrance other than over the assets the subject of such Vendor
Financing Arrangements and/or Finance Leases;


 


(k)         Financial Indebtedness relating to
deferral of PAYE taxes with the agreement of H.M. Revenue & Customs by
any member of the Bank Group;


 


(l)          Financial Indebtedness arising in
respect of Existing Performance Bonds or any performance bond, guarantee,
standby letter of credit or similar facility entered into by any member of the
Bank Group to the extent that cash is deposited as security for the obligations
of such member of the Bank Group thereunder;


 


(m)        Financial Indebtedness not falling
within paragraphs (a) to (l) above of any members of the Bank
Group provided that the aggregate amount of such Financial Indebtedness
outstanding at any time when taken together with the aggregate outstanding
amount in respect of Finance Leases and Vendor Financing Agreements entered
into after the Original Execution Date, does not exceed £330 million (or its
equivalent in other currencies) and further provided that in the case of any
Financial Indebtedness constituted by an overdraft facility which operates on a
gross/net basis, only the net amount of such facility shall count towards such
aggregate amount;


 


(n)         Financial Indebtedness of any Asset
Securitisation Subsidiary incurred solely to finance any asset securitisation
programme or programmes or one or more receivables factoring transactions
otherwise permitted by Clause 25.6(j) (Disposals);


 


(o)         Financial Indebtedness arising under
tax-related financings designated in good faith as such by prior written notice
from the Company to the Facility Agent, provided that the aggregate principal
amount of such Financial Indebtedness outstanding at any time does not exceed
£500 million; and


 


(p)         Financial Indebtedness of any Obligor,
provided that the pro forma Leverage Ratio (after giving effect to the
incurrence of any such Financial Indebtedness pursuant to this paragraph (p) and
the use of proceeds thereof and giving pro forma effect to any movement of cash
out of the Bank Group since such date pursuant to Clause 25.5 (Dividends, Distributions and Share Capital) and any
Permitted Payments) on the Quarter Date prior to any such incurrence would not
exceed a ratio equal to the product of:


 


(i)          the Leverage Ratio
set out in column X of the Ratio Table in Clause 23.2(c) (Ratios) for the Quarter Date following the date of any such
incurrence; and


 


(ii)         0.9,


 


and, provided further that
such Financial Indebtedness is subject to the terms of the HYD Intercreditor
Agreement and the Group Intercreditor Agreement, or a Supplemental HYD
Intercreditor Agreement as applicable.


 


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25.5          Dividends, Distributions and Share Capital


 


No Obligor shall (and the Company shall procure that no member of the
Bank Group shall), without the prior written consent of an Instructing Group:


 


(a)         declare, make or pay any dividend (or
interest on any unpaid dividend), charge, fee or other distribution (whether in
cash or in kind) on or in respect of any of its shares;


 


(b)         redeem, repurchase, defease, retire or
repay any of its share capital, or resolve to do so;


 


(c)         repay or distribute any share premium
account; or


 


(d)         repay or otherwise discharge or
purchase any amount of principal of (or capitalised interest on) or pay any
amount of interest in respect of Subordinated Funding,


 


other than:


 


(i)          to the extent (A) the
share capital of such Obligor is held by one or more other Obligors (other than
the Parent) or (B) the share capital of any such member of the Bank Group
which is not an Obligor is held by one or more other members of the Bank Group;


 


(ii)         to the extent
discharged in consideration of a transfer of any non-cash asset the disposal of
which is not otherwise prohibited by this Agreement, by the waiver of any
payment where no cash consideration is given in respect of such waiver or by
way of conversion into any securities (including convertible unsecured loan
stock), (or vice versa), which do not involve any cash payments or by way of
capital contribution to the debtor in respect of such Subordinated Funding;


 


(iii)        to the extent
required for the purpose of making payments to:


 


(A)       the indenture
trustee for the Existing High Yield Notes in respect of High Yield Trustee
Amounts (as such term is defined in the HYD Intercreditor Agreement);


 


(B)        for the purpose of
making payments in respect of any similar amounts to the indenture trustee in
respect of any High Yield Refinancing or any Additional High Yield Notes; or


 


(C)        for the purpose of
making payments in respect of any similar amounts to the indenture trustee in
respect of any Senior Secured Notes issued by the Parent or a SSN Finance
Subsidiary of the Parent;


 


(iv)        provided that no
Event of Default has occurred and is continuing or is likely to occur as a
result thereof, to the extent required to fund Permitted Payments;


 


(v)         at any time after
the occurrence of an Event of Default, to the extent required to fund Permitted
Payments not otherwise prohibited by the HYD Intercreditor Agreement (including
clause 4.2 (Suspension of Permitted Payments prior to
the Senior Discharge Date) thereof), the Group Intercreditor
Agreement or a Supplemental HYD Intercreditor Agreement;


 


(vi)        to the extent such
redemption, repurchase, defeasance, retirement or repayment is in respect of a
nominal amount; or


 


146

















 


(vii)       payments or
distributions made directly or by means of discounts with respect to any
participation interest issued or sold in connection with, and other fees paid
to a person or entity that is not a member of the Bank Group in connection
with, an asset securitisation programme or receivables factoring transaction
otherwise permitted by Clause 25.6(j) (Disposals).


 


The Lenders hereby
consent to any transaction or matter to the extent expressly permitted under
paragraphs (i) to (vii) above (including, without limitation, for
purposes of clauses 3.1 (Subordinated Liabilities)
and 3.2 (Obligations of the Subordinated Creditors)
of the HYD Intercreditor Agreement) except that no consent is provided
hereunder for purpose of clause 4.2 (Suspension of Permitted
Payments prior to the Senior Discharge Date) of the HYD
Intercreditor Agreement.


 


25.6          Disposals


 


No Obligor shall
(and the Company shall procure that no member of the Bank Group shall), without
the prior written consent of an Instructing Group, either in a single
transaction or in a series of related transactions, sell, transfer, lease or
otherwise dispose of any shares in any of its Subsidiaries or all or any part
of its revenues, assets, other shares, business or undertakings other than in
the ordinary course of business or trading (which, for the avoidance of doubt,
includes mast sharing arrangements) and other than:


 


(a)         any payment required to be made under
the Relevant Finance Documents or the Senior Secured Notes Documents;


 


(b)         the disposal of obsolete or surplus
assets no longer required for the efficient operation of the Group Business, on
arms’ length commercial terms;


 


(c)         disposals of cash, the lending or
repayment of cash or the disposal of Cash Equivalent Investments or Marketable
Securities, on arms’ length commercial terms where the same is not otherwise
restricted by the terms of the Relevant Finance Documents;


 


(d)         by an Obligor to another Obligor
provided that if such assets are subject to existing Security and it is
required in order to comply with the 80% Security Test pursuant to
Clause 24.12(b)(i) (Further Assurances)
that they remain subject to Security, such assets remain or will be made
subject to Security (in form and substance substantially similar to the
existing Security or otherwise in such form and substance as may reasonably be
required by the Facility Agent) within 15 Business Days of such disposal;


 


(e)         disposals of any property or other
assets to satisfy any pension plan contribution liabilities provided that the
aggregate value of any such property or other assets, when taken together with
the aggregate amount utilised under the basket in paragraph (h) of Clause
25.2 (Negative Pledge), shall not exceed £100
million at any time;


 


(f)          disposals by a member of the Bank Group
which is not an Obligor to another member of the Group;


 


(g)         disposals of assets on arms’ length
commercial terms where the cash proceeds of such disposal are reinvested within
12 months of the date of the relevant disposal in the purchase of replacement
assets by a member of the Bank Group (or within 18 months of the date of
the relevant disposal if the proceeds are, within 12 months of the date of
the relevant disposal, contractually committed to be so applied) provided that
where the relevant member of the Bank Group that has made the disposal is an
Obligor, such replacement assets are either subject to existing Security
Documents


 


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granted by the
relevant member of the Bank Group that has acquired the replacement assets, or
will be made subject to Security by such member of the Bank Group (in form and
substance substantially similar to the existing Security or otherwise in such
form and substance as may reasonably be required by the Facility Agent) within
10 Business Days of the acquisition of such replacement assets;


 


(h)         disposals of any interest in real or
heritable property by way of a lease or licence granted by a member of the Bank
Group to another member of the Bank Group;


 


(i)          disposals of any assets pursuant to the
implementation of an Asset Passthrough or of any funds received pursuant to the
implementation of a Funding Passthrough;


 


(j)          disposals of any accounts receivable on arms’ length
commercial terms pursuant to an asset securitisation programme or one or more
receivables factoring transactions provided that:


 


(i)          such disposal is
conducted on a non-recourse basis, except for recourse to:


 


(A)       the receivables
which are the subject of such asset securitisation programme or receivables
factoring transaction;


 


(B)        the debtor in
respect of the Financial Indebtedness for the purpose of enforcing a security
interest against it, so long as:


 


(1)          the recourse is
limited to recoveries in respect of the receivables; and


 


(2)          the providers of
the Financial Indebtedness do not have the right to take any steps towards its
winding up or dissolution or the appointment of a liquidator, administrator,
administrative receiver or similar officer (other than in respect of the
receivables);


 


(C)        a member of the
Group to the extent of its shareholding or other interest in any Asset
Securitisation Subsidiary; or


 


(D)       a member of the
Group under any form of assurance, undertaking or support, where recourse is
limited to:


 


(1)          a claim for
damages (not being liquidated damages or damages required to be calculated in a
specified way) for breach of a warranty or undertaking;


 


(2)          a claim for breach
of warranty relating to the receivables;


 


(3)          a claim for breach
of undertaking relating to the management and/or collection of the receivables;
or


 


(4)          a claim for breach
of representations, warranties, undertakings, guarantees of performance
(excluding any recourse with respect to the collectability of any receivables
or assets related to such receivables) and indemnities entered into by such
member of the Group or any seller which are reasonably customary in an accounts
receivable transaction,


 


and, in each case,
the obligation is not in any way a guarantee, indemnity or other assurance
against financial loss or an obligation to 


 


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ensure compliance
by another with a financial ratio or other test of financial condition; and


 


(ii)         the aggregate
principal amount of all such securitisations or factoring transactions
conducted in reliance on this paragraph (j) does not exceed £330 million
(or its equivalent in other currencies) at any time;


 


(k)         disposals of any shares or other
interests in any Project Company, Bank Group Excluded Subsidiary or Joint
Venture or the assignment of any Financial Indebtedness owed to a member of the
Bank Group by a Project Company, Bank Group Excluded Subsidiary or Joint
Venture;


 


(l)          disposals of assets, revenues or rights
of any member of the Bank Group arising from an amalgamation, consolidation or
merger of a member of the Bank Group with any other person which is permitted
by Clause 25.8 (Mergers);


 


(m)        disposals of accounts receivable which
have remained due and owing from a third party for a period of more than 90
days and in respect of which the relevant member of the Bank Group has
diligently pursued payment in the normal course of its business and where such
disposal is on non-recourse terms to such member of the Bank Group;


 


(n)         disposals of assets subject to finance
or capital leases pursuant to the exercise of an option by the lessee under
such finance or capital leases;


 


(o)         disposals of assets in exchange for the
receipt of assets of a similar or comparable value provided that:


 


(i)          to the extent that
the assets being disposed of are subject to existing Security, the assets
received following such exchange will be subject to the existing Security
Documents, or will be made subject to Security (in form and substance
substantially similar to the existing Security or otherwise in such form and
substance as may reasonably be required by the Facility Agent) within 10
Business Days of such disposal; and


 


(ii)         where the
aggregate net book value of all assets being exchanged in reliance on this
paragraph (o) exceeds £10 million (or its equivalent in other currencies)
in any Financial Quarter, there is delivered to the Facility Agent, within 30
days from the end of such Financial Quarter of the Bank Group, a certificate
signed by two authorised officers of the Company (given without personal
liability) certifying that the assets received by such member of the Bank Group
in reliance on this paragraph (o) during such Financial Quarter are of a
similar or comparable value to the assets disposed of by such member of the
Bank Group;


 


(p)         disposals constituting the surrender of
tax losses by any member of the Bank Group:


 


(i)          to any other
member of the Group, where the surrendering company receives fair market value
for such tax losses from the relevant recipient; and


 


(ii)         in order to
eliminate, satisfy or discharge any tax liability of a former member of the
Group which has been disposed of pursuant to a disposal permitted by the terms
of this Agreement, to the extent that a member of the Bank Group would have a
liability (in the form of an indemnification obligation or otherwise) to one or
more persons in relation to such tax liability if not so eliminated, satisfied
or discharged;


 


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(q)                          disposals of assets to and sharing
assets with any person who is providing services the provision of which have
been or are to be outsourced to that person by any member of the Bank Group
provided that:


 


(i)                              the
assets being disposed of in reliance on this paragraph (q) shall be assets
which relate to the services which are the subject of such outsourcing;


 


(ii)                           the
projected cash cost to the Bank Group of such outsourcing shall be less than
the projected cash cost to the Bank Group of carrying out such outsourced
activities at the levels of service to be provided by the service provider
within the Bank Group;


 


(iii)                        the
economic benefits derived from any such outsourcing contract shall be received
by the Bank Group during the term of such contract;


 


(iv)                       the
aggregate fair market value of the assets disposed of shall not exceed 3.75% of
Bank Group Consolidated Revenues in any financial year; provided that any
unused portion of such basket amount may be carried forward and used by any
member of the Bank Group in the following financial year (and any such amount
carried forward will be treated as having been utilised before the original
basket amount available in such following financial year); and


 


(v)                          no
later than 30 days after the date of such outsourcing where the consideration
payable in respect of the assets subject to such disposal exceeds £10 million
(or its equivalent in other currencies), a duly authorised officer of the
Company shall have provided to the Facility Agent, a certificate (without personal
liability) verifying each of the matters set out in sub-paragraphs (i) to
(iii) above and certifying that as at the date of such certificate, the
aggregate fair market value of all assets disposed in reliance on this
paragraph (q) during such financial year, does not exceed the
threshold specified in sub-paragraph (iv) above;


 


(r)                             disposals of assets pursuant to sale
and leaseback transactions (regardless of whether any such lease resulting from
such a transaction constitutes an operating or a finance lease) where the
aggregate fair market value of any assets disposed of in reliance on this
paragraph (r) does not exceed £150 million (or its equivalent in
other currencies) in any financial year of the Company and any disposals of
assets pursuant to sale and leaseback transactions constituting Financial
Indebtedness to the extent such Financial Indebtedness is permitted under this
Agreement;


 


(s)                           subject to the requirements of
Clause 24.9 (Hedging), disposals of any
Hedging Agreements;


 


(t)                             disposals of non-core assets acquired
in connection with a transaction permitted under Clause 25.13 (Acquisitions and Investments);


 


(u)                          any disposal of all or part of the
Virgin Media business division pursuant to a Business Division Transaction;


 


(v)                          any disposals constituted by licences
of intellectual property rights permitted by Clause 24.6 (Intellectual Property);


 


(w)                        any disposal of assets made pursuant to
the establishment of a Permitted Joint Venture or any disposal of assets to a
Permitted Joint Venture which is permitted within the scope of the provisions
contained in Clause 25.9 (Joint Ventures);


 


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(x)                            any disposal made in relation to a
compulsory purchase order or any other order of any agency of state, authority
or other regulatory body or any applicable law or regulation not exceeding £25
million (or its equivalent in other currencies) in any financial year;


 


(y)                          any disposal by any member of the Bank
Group of customer premises equipment to a customer; and


 


(z)                            disposals of assets not otherwise
permitted under this Clause 25.6 provided that the aggregate fair market
value of the assets disposed of during any given financial year in reliance on
paragraphs (q) and (r) above and on this paragraph (z) does not
exceed in respect of any financial year of the Bank Group, 12.5% of Bank Group
Consolidated Revenues for the preceding financial year of the Bank Group,
calculated by reference to the annual financial information for the Bank Group
delivered in respect of the preceding financial year of the Bank Group pursuant
to paragraph (b)(ii) of Clause 22.1 (Financial
Statements);


 


provided that in
respect of any Disposal permitted under paragraphs (j), (n), (p)(i), (r) and
(z) above:


 


(i)                              such
disposal shall be on arm’s length commercial terms (or in the case of
paragraph (p)(i) such disposals are for fair market value from the
perspective of the surrendering company);


 


(ii)                           at
least 75% of the consideration for such disposal shall be comprised of cash,
Cash Equivalent Investments, Marketable Securities or Additional Assets,
provided that the aggregate amount of consideration received by way of
Marketable Securities shall not (valued as at the relevant time of receipt of
any Marketable Securities) at any time exceed £50 million (or its equivalent in
other currencies) and provided further that any Cash Equivalent Investments,
Marketable Securities and/or Additional Assets acquired pursuant to any such
disposal are monetized within 3 months of the expiry of any lock-up arrangement
entered into by the relevant member of the Bank Group making such disposal with
any third party (where such lock-up arrangement has a term not exceeding 12
months); and


 


(iii)                        in
respect of any disposal the fair market value of which exceeds £35 million (or
its equivalent in other currencies) no later than 30 days after the date of
such disposal, there shall have been delivered to the Facility Agent, a
certificate signed by two authorised officers of the Company providing brief
details of the transaction and certifying (in each case, to the extent
applicable) (other than in respect of disposals under paragraph (p)(i) above)
that such disposal shall comply with the requirements set out in
paragraphs (i) and (ii) above.


 


25.7                               Change of Business


 


No Obligor shall
(and the Company shall procure that no member of the Bank Group shall), without
the prior written consent of an Instructing Group or save as otherwise
permitted by the terms of this Agreement, make any change in the nature of its
business as carried on immediately prior to the Original Execution Date, which
would give rise to a substantial change in the business of the Bank Group taken
as a whole from that set forth in the definition of Group Business, provided
that this Clause 25.7 shall not be breached by an Obligor or any member of
the Bank Group making a disposal permitted by Clause 25.6 (Disposals), an acquisition or investment permitted by
Clause 25.13 (Acquisitions and
Investments) or entering into any joint venture permitted by Clause 25.9
(Joint Ventures), 


 


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provided that in
connection with any formation or acquisition of a business outside of the
United Kingdom, the Isle of Man, the Republic of Ireland and the Channel
Islands (other than any subsequent investment in any such business which
previously satisfied the test), the Consolidated Operating Cashflow generated
by any operations outside the United Kingdom, the Isle of Man, the Republic of
Ireland and the Channel Islands for the twelve months from the most recent
Quarter Date preceding any such formation or acquisition of any business in any
such jurisdiction shall not exceed 40% of the pro forma Consolidated Operating
Cashflow for the same period for the Bank Group (giving effect to such
formation or acquisition).


 


25.8                               Mergers


 


No Obligor shall
(and the Company shall procure that no member of the Bank Group shall), without
the prior written consent of an Instructing Group, amalgamate, consolidate or
merge with any other person unless:


 


(a)                           such amalgamation, consolidation or
merger is between two Obligors or an Obligor and another member of the Group
where the Obligor will be the surviving entity;


 


(b)                          such amalgamation, consolidation or
merger is between two members of the Bank Group which are not Obligors;


 


(c)                           such amalgamation, consolidation, or
merger constitutes an acquisition permitted under Clause 25.13 (Acquisitions and Investments);


 


(d)                          any member of the Bank Group liquidates
or dissolves in accordance with the provisions of Clause 25.18 (Internal Reorganisations); or


 


(e)                           such amalgamation, consolidation or
merger is by an Obligor (the “Original Entity”)
into one or more entities (each a “Merged
Entity”), provided that:


 


(i)                              such
Merged Entity is an Obligor and is liable for the obligations of the relevant
Original Entity under this Agreement and the Security which remain unaffected
thereby and entitled to the benefit of all the rights of such Original Entity;


 


(ii)                           if
required by the Facility Agent, such Merged Entity has entered into one or more
Security Documents which provide security over the same assets of at least an
equivalent nature and ranking to the security provided by the relevant Original
Entity pursuant to any Security entered into by them and any possibility of the
Security referred to in this paragraph (ii) or paragraph (iii) below
being challenged or set aside is not greater than any such possibility in
relation to the Security entered into by or in respect of the share capital of
any relevant Original Entity;


 


(iii)                        (if
all or any part of the share capital of the relevant Original Entity was
charged pursuant to one or more Security Documents) the equivalent part of the
issued share capital of such Merged Entity is charged pursuant to Security on
terms of at least an equivalent nature and ranking as the Security relating to
the shares in the relevant Original Entity; and


 


(iv)                       the
Facility Agent is satisfied (acting reasonably) that all the property and other
assets of the relevant Original Entity are vested in the Merged Entity and that
the Merged Entity has assumed all the rights and obligations of the relevant
Original Entity under all material Necessary Authorisations,


 


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provided that in
the case of paragraphs (a), (b), (c) and (e) above only, no later
than 10 Business Days prior to the proposed amalgamation, consolidation or
merger a duly authorised officer of the Company shall have delivered to the
Facility Agent (in form and substance satisfactory to the Facility Agent,
acting reasonably) a certificate verifying compliance with the relevant matters
set out in such paragraph and to the extent deemed necessary, the Facility
Agent shall have received appropriate advice from counsel in any relevant jurisdiction
that such amalgamation, consolidation or merger (A) will not result in the
breach of any applicable law or regulation in any material respect and (B) in
the case of an amalgamation, consolidation or merger involving an Obligor, will
not have a materially adverse impact upon any of the obligations owed by such
Obligor to the Relevant Finance Parties or upon the Security granted by such
Obligor under any Security Document.


 


25.9                               Joint Ventures


 


No Obligor shall
(and the Company shall procure that no member of the Bank Group shall), without
the prior written consent of an Instructing Group, enter into, make any loans,
distributions or other payments to, give any guarantees for the Financial
Indebtedness of, or acquire any interest or otherwise invest in, any Joint
Venture, other than:


 


(a)                           an acquisition of any interest in or
any investment in any member of the UKTV Group;


 


(b)                          pursuant to any loan or other funding
arrangement in accordance with any Existing UKTV Group Loan Stock (including
the funding of any undrawn amount thereunder as at the Original Execution
Date);


 


(c)                           the acquisition of any interest in or
any investment in, any Joint Venture constituting a Business Division
Transaction, provided that:


 


(i)                              the
Net Proceeds of any such transaction shall be distributed in accordance with
the provisions of paragraph (iv) of Clause 25.5 (Dividends, Distributions and Share Capital); and


 


(ii)                           any
Net Proceeds which are not distributed in accordance with (i) above shall
be retained within the Bank Group; or


 


(d)                          any other Joint Venture not
contemplated by paragraphs (a) to (c) above, which is engaged in
a business substantially the same as or reasonably related or complementary to,
that carried on by the Bank Group and in any financial year, the aggregate of:


 


(i)                              all
amounts invested or any interests acquired in any Joint Venture by members of
the Group; and


 


(ii)                           any
loans made or any guarantees given for Financial Indebtedness of any Joint
Venture,


 


does not exceed
3.25% of Bank Group Consolidated Revenues for the preceding financial year,
calculated by reference to the annual financial information for the Bank Group
delivered in respect of that preceding financial year of the Bank Group
pursuant to Clause 22.1 (Financial Statements),
provided that any loans or investments made by way of Asset Passthrough and any
payments made in respect of transactions conducted on an arm’s length basis or
in the ordinary course of trading with any Joint Venture, shall not be included
in the calculation of such amount.


 


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25.10                         Transactions with
Affiliates


 


No Obligor shall
(and the Company shall procure that no member of the Bank Group shall), without
the prior written consent of an Instructing Group, enter into any arrangement,
contract or transaction with any other member of the Group which is not an
Obligor, other than:


 


(a)                           transactions expressly permitted by the
Relevant Finance Documents;


 


(b)                          transactions between a member of the
Bank Group that is not an Obligor with any other member of the Bank Group which
is not an Obligor;


 


(c)                           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 Obligor or, as the case may be, other member of the Bank Group;


 


(d)                          transactions with any member of the
Group in relation to management services conducted at not less than Cost on
behalf of such member of the Group;


 


(e)                           tax sharing agreements or arrangements
to surrender tax losses and payments made pursuant thereto, to the extent such
transactions are not prohibited by this Agreement;


 


(f)                             transactions relating to the provision
of Intra-Group Services;


 


(g)                          transactions to effect either an Asset
Passthrough or a Funding Passthrough;


 


(h)                          transactions either on terms and
conditions (including, without limitation, as to any reasonable fees payable in
connection with such transactions) not substantially less favourable to the
relevant Obligor or, as the case may be, other member of the Bank Group than
would be obtainable at such time in comparable arm’s length transactions with
an entity which is not an Affiliate or, where there is no comparable arm’s
length transaction by which to assess whether such a transaction is on terms
and conditions not substantially less favourable to the relevant Obligor or, as
the case may be, other member of the Bank Group, on such terms and conditions
(including, without limitation, as to any fees payable in connection with such
transaction) that the transaction is financially fair to the relevant Obligor
or, as the case may be, other member of the Bank Group;


 


(i)                              any transaction to which one or more
Obligors and one or more members of the Group who are not Obligors are party
where the sole purpose of such transaction is for such Obligors and members of
the Group to effect a transaction with a person who is not a member of the Group;


 


(j)                              insurance arrangements entered into in
the ordinary course of business with a Captive Insurance Company;


 


(k)                           transactions relating to capital
contributions between members of the 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 Group to any other member of the 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 Group to any other member of the Group;


 


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(l)                              transactions relating to Excess
Capacity Network Services provided that the price payable by any member of the
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;


 


(m)                        transactions constituting Subordinated
Funding;


 


(n)                          transactions constituting Permitted
Payments; or


 


(o)                          any other transaction or arrangement
permitted under Clause 25.3 (Loans and Guarantees),
Clause 25.4 (Financial Indebtedness),
Clause 25.5 (Dividends, Distributions and Share Capital),
Clause 25.6 (Disposals), Clause 25.8 (Mergers), Clause 25.9 (Joint
Ventures), or Clause 25.13 (Acquisitions and
Investments).


 


25.11                         Change in Financial
Year


 


Neither the Parent
nor any Obligor shall, without the prior consent of the Facility Agent, change
the end of its financial year from 31 December.


 


25.12                         Limitations on Hedging


 


No Obligor shall (and the Company shall procure that no member of the
Bank Group shall) enter into any Hedging Agreement other than:


 


(a)                           Hedging Agreement specifically required
under Clause 24.9 (Hedging) or any
extensions, renewals and/or replacements thereof; and


 


(b)                          any other Hedging Agreement provided
that such Hedging Agreement shall be entered into for the purposes of, and
shall remain at all times for the purposes of, hedging actual or reasonably
anticipated interest rate and/or foreign exchange rate exposure in respect of
any Indebtedness of the Group and that such hedging activities shall be at all
times for non-speculative purposes.


 


25.13                         Acquisitions and
Investments


 


No Obligor shall
(and the Company shall procure that no member of the Bank Group shall), without
the prior written consent of an Instructing Group, purchase, subscribe for or
otherwise acquire or invest in any shares (or other securities or any interest
in it) in, or incorporate, any company or acquire (by subscription or
otherwise) or invest in any business or (save in the ordinary course of
business) purchase or otherwise acquire any other assets other than:


 


(a)                           the purchase of or investment in Cash
Equivalent Investments or Marketable Securities (including without limitation
by way of consideration in respect of any disposal as contemplated in the
proviso to Clause 25.6 (Disposals) and
subject to the conditions set out therein);


 


(b)                          the incorporation of a company or the
acquisition of an “off-the-shelf” company which is or becomes a member of the
Bank Group;


 


(c)                           any acquisition by any member of the
Bank Group in connection with a disposal permitted by the provisions of
Clause 25.6 (Disposals) and any acquisition or
subscription by a member of the Bank Group of shares issued by a Subsidiary of
the Company or a Subsidiary of Virgin Media Communications which in any such
case, is a member of the Bank Group which will, after the acquisition of such
shares become a wholly-owned direct or indirect Subsidiary of the Company or
Virgin Media Communications as the case may be, provided that if the other
shares of such Subsidiary are subject to existing Security and if such shares
are required to remain


 


155

















 


subject to
Security in order to comply with the 80% Security Test pursuant to
Clause 24.12(b)(i) (Further Assurances),
either (i) such newly issued shares shall also be subject to Security (in
form and substance substantially similar to any existing Security or otherwise
in such form and substance as may be reasonably required by the Facility Agent)
upon their issue or (ii) such shares shall be made subject to Security (in
form and substance substantially similar to any existing Security or otherwise
in such form and substance as may be reasonably required by the Facility Agent)
within 10 Business Days of their issue;


 


(d)                          the acquisition of any shares in NTL
South Herts or the acquisition of any limited partnership interests in South
Hertfordshire United Kingdom Fund, Ltd.;


 


(e)                           any acquisition made by a member of the
Bank Group pursuant to the implementation of an Asset Passthrough or a Funding
Passthrough;


 


(f)                             any acquisition by any member of the
Bank Group of any loan receivable, security or other asset by way of capital
contribution or in consideration of the issue of any securities or of
Subordinated Funding;


 


(g)                          any acquisition of shares, assets,
revenues or rights arising from an amalgamation, consolidation or merger of a
member of the Bank Group with any other person which is permitted by
Clause 25.8 (Mergers);


 


(h)                          the acquisition of any leasehold
interest in any assets which are the subject of a sale and leaseback permitted
by the provisions of paragraph (r) of Clause 25.6 (Disposals);


 


(i)                              any acquisition of or investment in any
Joint Venture permitted by Clause 25.9 (Joint
Ventures);


 


(j)                              any purchase or acquisition of assets
or revenues by a member of the Bank Group from a member of the Bank Group,
provided that the disposal of such assets or revenues by the relevant member of
the Bank Group is permitted under Clause 25.6 (Disposals);


 


(k)                           arising from the conversion of any
company (the “Original Company”)
from one form of organisation into another form of organisation provided that (i) if,
prior to the time of such conversion, the Security Trustee has the benefit of
Security over the shares of such Original Company or such Original Company is
an Obligor, then the Company shall ensure that the Security Trustee is provided
with Security over the equivalent ownership interests in, and substantially all
of the assets of, the converted organisation, of at least an equivalent nature
and ranking to the Security previously provided by the Original Company and (ii) the
Security Trustee is satisfied that any possibility of the additional Security
referred to in this paragraph (k) being challenged or set aside is not
greater than any such possibility in relation to the Security entered into by
or in respect of the share capital of the Original Company;


 


(l)                              any acquisition by any member of the
Bank Group of any High Yield Notes provided that an amount equal to the
purchase price paid for the acquisition of any such High Yield Notes could have
been used by such member of the Bank Group to fund a Permitted Payment and
provided further that to the extent any such acquisition is made in reliance on
any basket amount provided for under the definition of “Permitted Payments”,
such amount shall be reduced by an amount equal to the consideration paid for
any such acquisition;


 


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(m)                        any acquisition (a “Permitted Acquisition”) of a person
carrying on any business similar and/or complementary to the Group (the “Acquiree”) in each case:


 


(i)                              no
Default is continuing on the closing date for the Permitted Acquisition or
would occur as a result of the Permitted Acquisition;


 


(ii)                           the
aggregate consideration for the Permitted Acquisition (including any assumed
indebtedness, or other assumed actual or contingent liability and any
associated fees and expenses) (the “Total
Purchase Price”) is funded entirely from (A) the proceeds of
New Equity, (B) available cash within the Group and (C) any Financial
Indebtedness permitted to be incurred by this Agreement;


 


(iii)                        the
Acquiree has positive earnings before tax, depreciation and amortisation
calculated on the same basis as Consolidated Operating Cashflow for the
previous one financial year ending on the last day of the last financial
quarter of the then current financial year of such company or business for
which financial statements are available;


 


(iv)                       in
the case of the acquisition of all of the issued share capital of the Acquiree,
as soon as reasonably practicable, but in any case within 90 days from the
completion of the Permitted Acquisition, the Acquiree (and the acquirer, as
applicable) must to the extent required by Clause 24.12 (Further Assurance) accede as a Guarantor in accordance with
the provisions of Clause 26.2 (Acceding Guarantors);


 


(v)                          in
the case of the acquisition of a business or undertaking carried on as a going
concern of the Acquiree, as soon as reasonably practicable, but in any case
within 90 days from the completion of the Permitted Acquisition, the acquirer,
to the extent required in order to comply with the 80% Security Test pursuant
to Clause 24.12(b)(i) (Further Assurance),
must give Security over the assets acquired by executing Security Documents, in
form and substance satisfactory to the Facility Agent and/or accede as a
Guarantor in accordance with the provision of Clause 26.2 (Acceding Guarantors);


 


(vi)                       for
any Permitted Acquisition the Total Purchase Price of which is in excess of
£100 million, the Company must provide to the Facility Agent (to the extent
practicable not later than 5 Business Days prior to the proposed acquisition):


 


(A)                     copies of all due
diligence reports (if any) commissioned by the Company or any relevant member
of the Bank Group in respect of the proposed Permitted Acquisition;


 


(B)                       copies
of all sale and purchase documents relating to the proposed Permitted
Acquisition, in each case duly executed and delivered by all parties thereto,
together with confirmation that all material Authorisations for such acquisition
have been made, obtained and are in full force and effect; and


 


(C)                       an
updated Budget amended to reflect the proposed Permitted Acquisition; and


 


(vii)                    the Company will
provide to the Facility Agent, a certificate signed by the chief financial officer
of the Company showing in reasonable detail that:


 


(A)                     it would have
remained in compliance with its obligations under Clause 23 (Financial
Condition) if the covenants tested therein were 


 


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recalculated for the most
recent Quarter Date for which quarterly financial information is available,
such recalculation to be made by reference to the financial statements of the
Acquiree consolidated with the financial statements of the Bank Group for such
period on a pro forma basis and as if the consideration for the proposed
acquisition had been paid at the start of that relevant testing period ending
on that Quarter Date and any borrowings incurred in connection with the
acquisition or since the last day of the relevant testing period had been
incurred on the first day of the relevant testing period and (to the extent
agreed by the Facility Agent, acting reasonably) to any reasonably identifiable
cost savings and other synergies which are reasonably expected to result from
the Permitted Acquisition; and


 


(B)                       it
will be in compliance with its obligations under Clause 23 (Financial
Condition) as at the end of the next Financial Quarter, such compliance to be
demonstrated on a pro forma basis by reference to the financial statements of
the Acquiree, consolidated with the financial statements of the Bank Group for
such period and (to the extent agreed by the Facility Agent, acting reasonably)
to any reasonably identifiable cost savings and other synergies which are reasonably
expected to result from the Permitted Acquisition;


 


(n)                          acquisitions not falling within
paragraphs (a) to (m) above provided that the aggregate consideration
for the acquisitions permitted by this paragraph (n) shall not exceed £300
million; and


 


(o)                          investments in any Asset Securitisation
Subsidiary in connection with any asset securitisation programme or receivables
factoring transaction otherwise permitted by Clause 25.6(j) (Disposals) that is reasonably necessary or advisable to
effect such asset securitisation programme or receivables factoring
transaction.


 


25.14                         High Yield Notes


 


Save to the extent
expressly permitted under the terms of the HYD Intercreditor Agreement and, if
applicable, any Supplemental HYD Intercreditor Agreement, without the consent
of an Instructing Group:


 


(a)                           with respect to the Parent only:


 


(i)                              it
will not transfer any of its rights or obligations under the Existing High
Yield Notes or agree any amendment to the Existing High Yield Notes (A) relating
to the increase in the amount of or the bringing forward of the date of any
payment of principal, interest, fees or other amounts payable thereunder or (B) changing
the currencies in which the Existing High Yield Notes are denominated as at the
Original Execution Date (other than in the case where the United Kingdom
becomes a Participating Member State);


 


(ii)                           it
will not transfer any of its rights or obligations under any Additional High
Yield Notes or agree any amendment to any Additional High Yield Notes after the
date of issuance (i) relating to the increase in the amount of or the
bringing forward of the date of any payment of principal, interest, fees or
other amounts payable thereunder or (ii) changing the currencies in which
such Additional High Yield Notes are denominated as at the date of issuance
(other than in the case where the United Kingdom becomes a Participating Member
State); or


 


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(iii)                        in
relation to any High Yield Refinancing permitted under the terms of this
Agreement, it will not change any of the original terms under which such High
Yield Refinancing was issued, where such terms relate to the conditions of such
High Yield Refinancing set out in the definition thereof; or


 


(b)                          with respect to the Company,
Intermediate Holdco and any other Obligor (as applicable), it will not agree
any amendment to the form of any guarantee granted by it in respect of
obligations of the Parent under the Existing High Yield Notes or the form of
any guarantee granted in respect of any High Yield Refinancing or Additional
High Yield Notes required by the terms of paragraph (c) of
Clause 25.4 (Financial Indebtedness),


 


in each case,
other than amendments of an administrative or technical nature.


 


25.15                         No Restrictions on
Payments


 


No Obligor shall
(and the Company shall procure that no member of the Bank Group shall), without
the prior written consent of an Instructing Group, enter into any agreement,
transaction or other arrangement which restricts or attempts to restrict such
Obligor or other member of the Bank Group from making any payments or other
distributions in cash to any other member of the Bank Group, if any such
restriction affects the ability of the Obligors as a whole to comply with the
payment obligations under the Relevant Finance Documents or is reasonably
likely to result in the incurrence of significant costs, or any significant
increase in, any costs and expenses payable by or any taxes owing by the Bank
Group as a whole or is reasonably likely to result in a significant increase in
any taxes in any material amount owing by the Bank Group as a whole, other than
pursuant to or as contemplated by the Relevant Finance Documents.


 


25.16                         SSN Finance Subsidiary
Covenants


 


No SSN Finance Subsidiary shall trade, carry on any business, own any
material assets or incur any material liabilities except for:


 


(a)                           effecting or facilitating the issuance
of Senior Secured Notes and on-lending the proceeds thereof as contemplated in
the definition of “SSN Finance Subsidiary”;


 


(b)                          intergroup debit balances, intergroup
credit balances and other credit balances in bank accounts and cash, provided
that any intergroup credit balances owed to any SSN Finance Subsidiary by an
Obligor shall be:


 


(i)                              subject
to Security;


 


(ii)                           to
the extent applicable, subject to the provisions of the HYD Intercreditor
Agreement or the Group Intercreditor Agreement;


 


(c)                           any rights and liabilities arising
under the Relevant Finance Documents, any Senior Secured Notes Documents or any
High Yield Notes;


 


(d)                          having rights and liabilities under any
hedging arrangements which are entered into by it pursuant to Clause 24.9
(Hedging) of this Agreement or under any
Hedging Agreement entered into for the purposes of hedging actual or reasonably
anticipated interest rate and/or foreign exchange rate exposure in respect of
any Indebtedness of the Group provided that such hedging activities are
non-speculative;


 


(e)                           incurring liabilities for or in
connection with Taxes or arising by operation of law; and


 


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(f)          in respect of any service contracts for
any directors or employees.


 


25.17        No Amendments


 


(a)         No Obligor shall (and the Company shall
procure that no member of the Bank Group shall) amend the Tax Cooperation
Agreement (to the extent it is a party thereto) or its constitutional
documents, in each case, in a manner which could reasonably be expected to have
a Material Adverse Effect other than with the prior written consent of an
Instructing Group or where required by law (provided that, in the case of the
latter, such amendment could not reasonably be expected to have a Material
Adverse Effect).


 


(b)         The Parent shall procure that, except
as permitted by the HYD Intercreditor Agreement and the Group Intercreditor
Agreement, no amendment is made to the Existing High Yield Notes or, any
Additional High Yield Notes, the Convertible Senior Notes or any Senior Secured
Notes (including, in each case as applicable, the terms of the guarantees given
in respect thereof), in each case in a manner which could reasonably be
expected to have a Material Adverse Effect, other than with the prior written
consent of the Instructing Group or where required by law.


 


25.18        Internal Reorganisations


 


(a)         No Obligor (for these purposes, a “Predecessor Obligor”) shall, without the
prior written consent of an Instructing Group, liquidate on a solvent basis any
Borrower, any Obligor that is a Material Subsidiary, the Company, Intermediate
Holdco or Virgin Media Secured Finance PLC (a “Solvent Liquidation”) unless:


 


(i)          on or prior to the
Solvent Liquidation, an entity (the “Successor
Entity”) acquires substantially all of the assets and assumes
substantially all of the liabilities of the Predecessor Obligor (a “Liquidation Transfer”), excluding any
rights under contracts that cannot be assigned or liabilities that will be
satisfied or released upon the Solvent Liquidation, on an arms’ length basis
and for full consideration;


 


(ii)         the Successor
Entity is organised in the same jurisdiction as that in which the Predecessor
Obligor is organised and is either:


 


(A)      an existing
Obligor; or


 


(B)      a Subsidiary of
the Company that is entitled to become (and subsequently does become) an
Obligor in accordance with the provisions of Clause 26.1 (Acceding Borrowers) or Clause 26.2 (Acceding Guarantors);


 


(iii)        the Successor
Entity does not incur any additional material liabilities in connection with
the Solvent Liquidation other than those which are to be transferred to it by
the Predecessor Obligor but which did not arise directly as a result of the
Solvent Liquidation;


 


(iv)        to the extent
previously provided in respect of the shares or the assets of the Predecessor
Obligor, the Relevant Finance Parties are granted a first ranking security
interest over the shares and/or assets of the Successor Entity to the extent
required in order to comply with the 80% Security Test;


 


(v)         no Event of
Default has occurred and is continuing or would arise from the Solvent
Liquidation Transfer or the Solvent Liquidation; and


 


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(vi)        immediately after
the Solvent Liquidation, the following documents are delivered to the Facility
Agent each in a form previously approved by the Facility Agent (acting on the
instructions of an Instructing Group):


 


(A)       copies of solvency
declarations of the directors of the Successor Entity confirming to the best of
their knowledge and belief, that the Successor Entity was balance sheet solvent
immediately prior to and after the Solvent Liquidation, accompanied by any
report by the auditors or other advisers of the relevant Successor Entity on
which such directors have relied for the purposes of giving such declaration;


 


(B)       copies of the
resolutions of the Predecessor Obligor and the Successor Entity (to the extent
required by law) approving the Liquidation Transfer and/or the Liquidation (as
applicable);


 


(C)       copies of the
statutory declarations of the directors of the Predecessor Obligor (to the
extent required by law) given in connection with Solvent Liquidation;


 


(D)      a copy of the executed
transfer agreement relating to the Liquidation Transfer; and


 


(E)       the legal opinion
from the Successor Entity’s counsel confirming (i) the due capacity and
incorporation of each of the Successor Entity and the Predecessor Obligor, (ii) the
power and authority of the Successor Entity to enter into and perform its
obligations under this Agreement and any other Relevant Finance Document to
which it is a party and (iii) that the transfer agreement giving effect to
the Liquidation Transfer is legally binding and enforceable in accordance with
its terms.


 


(b)         The solvent liquidation, dissolution or
other reorganisation of any Obligor that is not a Material Subsidiary (other
than any Borrower, the Company, Intermediate Holdco and Virgin Media Secured
Finance PLC) shall be permitted provided that any payments or assets
distributed as a result of such solvent liquidation, dissolution or other
reorganisation are distributed to other members of the Bank Group.


 


25.19        ERISA


 


Neither any
Obligor nor any ERISA Affiliate shall maintain or contribute to (or have an
obligation to contribute to) a Plan subject to Title IV or Section 302 of
ERISA and/or Section 412 of the Code or to a Multiemployer Plan which
could reasonably be expected to give rise to a Material Adverse Effect with
respect to any Obligor or any Relevant Finance Party.


 


25.20        Undertakings in Respect of the Group
Intercreditor Agreement


 


The Company shall
not, without the consent of the Facility Agent (acting on the instructions of
an Instructing Group), (i) designate any liabilities, other than any
Senior Secured Notes or any other Financial Indebtedness permitted to be (A) incurred
under Clause 25.4 (Financial Indebtedness)
and (B) secured pursuant to Clause 25.2 (Negative
Pledge), as “New Senior Liabilities” under the Group Intercreditor
Agreement, (ii) designate any agreement as a “Designated Refinancing
Facilities Agreement” under the Group Intercreditor Agreement other than this
Agreement, or (iii) designate any person other than Intermediate Holdco as
an “Additional High Yield Guarantor” under the HYD Intercreditor
Agreement.  To the extent permitted by
the HYD Intercreditor Agreement, the Company shall designate any Financial
Indebtedness of the Bank Group that represents “Senior Liabilities” under the
HYD


 


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Intercreditor
Agreement, as “Designated Senior Liabilities” under the HYD Intercreditor
Agreement.


 


26.            ACCEDING GROUP COMPANIES


 


26.1          Acceding Borrowers


 


(a)         Subject to paragraph (b) below,
the Company may, upon not less than 5 Business Days prior written notice to the
Facility Agent, request that any member of the Bank Group becomes an Acceding
Borrower under this Agreement.


 


(b)         Such member of the Bank Group may
become an Acceding Borrower to a Facility if:


 


(i)          it is incorporated
in the United Kingdom or in the same jurisdiction as an existing Borrower for
that Facility or (if it is not incorporated in the United Kingdom) an
Instructing Group has approved the addition of that member of the Bank Group as
an Acceding Borrower;


 


(ii)         the Company
delivers to the Facility Agent a duly completed and executed Accession Notice
pursuant to which it agrees to become a party to this Agreement as an Acceding
Borrower and (subject to any provision of law prohibiting the same) an Acceding
Guarantor;


 


(iii)        the Company
confirms that no Event of Default is continuing or would occur as a result of
that member of the Bank Group 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 Part 4 of
Schedule 5 (Accession Documents) in relation to that
member of the Bank Group, each in form and substance satisfactory to the
Facility Agent, acting reasonably.


 


(c)         The Facility Agent shall notify the
Company and the Lenders promptly upon being satisfied that the conditions
specified in paragraph (b) above have been satisfied.


 


26.2          Acceding Guarantors


 


(a)         Subject to paragraph (b) below,
the Company may, upon not less than 5 Business Days prior written notice to the
Facility Agent, request that any member of the Bank Group becomes an Acceding
Guarantor under this Agreement.


 


(b)         Such member of the Bank Group may
become an Acceding Guarantor if:


 


(i)          the Company
delivers to the Facility Agent a duly completed and executed Accession Notice;


 


(ii)         the Company
confirms that no Event of Default is continuing or would occur as a result of
that member of the Bank Group becoming an Acceding Guarantor; and


 


(iii)        the Facility Agent
has received all of the documents and other evidence listed in Part 4 of
Schedule 5 (Accession Documents) in relation to that
member of the Bank Group, each in form and substance satisfactory to the
Facility Agent, acting reasonably.


 


(c)         The Facility Agent shall notify the
Company and the Lenders promptly upon being satisfied that the conditions
specified in paragraph (b) above have been satisfied.


 


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26.3          Acceding Holding Company


 


If at any time the
Ultimate Parent becomes a Subsidiary of a Holding Company, the Ultimate Parent
shall ensure that such Holding Company shall, upon becoming the Holding Company
of the Ultimate Parent deliver an Accession Notice duly executed by the Company
and the Holding Company together with the documents set out in Part 4 of
Schedule 5 (Accession Documents).


 


26.4          Assumption of Rights and Obligations


 


(a)         Upon satisfactory delivery of a duly
executed Accession Notice to the Facility Agent, together with the other
documents required to be delivered under Clauses 26.1 (Acceding Borrowers) and 26.2 (Acceding
Guarantors), the relevant member of the Bank Group, the Ultimate
Parent, the Parent, the Obligors and the Relevant Finance Parties, will assume
such obligations towards one another and/or acquire such rights against each
other as they would each have assumed or acquired had such member of the Bank
Group been an original party to this Agreement as a Borrower or a Guarantor as
the case may be and such member of the Bank Group shall become a party to this
Agreement as an Acceding Borrower and/or an Acceding Guarantor as the case may
be.


 


(b)         Upon satisfactory delivery of a duly
executed Accession Notice to the Facility Agent, together with the other
documents required to be delivered under Clause 26.3 (Acceding
Holding Company), the relevant Holding Company, the Parent, the
Obligors and the Relevant Finance Parties, will assume such obligations towards
one another and/or acquire such rights against each other as they would each have
assumed or acquired had such Holding Company been an original party to this
Agreement as the Ultimate Parent, and such Holding Company shall become a party
to this Agreement in such capacity. 
Simultaneously with such Holding Company becoming a party to this
Agreement as aforesaid, the Facility Agent shall release the Ultimate Parent
for the time being from its obligations as an Ultimate Parent under this
Agreement and such Ultimate Parent shall cease to be a party to this Agreement
in such capacity.


 


27.            EVENTS OF DEFAULT


 


Each of
Clauses 27.1 (Non-Payment) to
27.16 (Change of Ownership) describes the
circumstances which constitute an Event of Default for the purposes of this
Agreement.


 


27.1          Non-Payment


 


The Parent or any
Obligor fails to pay any sum due from it under any Relevant Finance Document at
the time, in the currency and in the manner specified in such Relevant Finance
Document within (a) 3 Business Days of the due date, in the case of
payments of principal where failure to pay was due solely to technical or
administrative error in the transmission of funds or a Disruption Event, (b) 5
Business Days of the due date, in the case of payments of interest, or (c) 5
Business Days of the due date, in respect of payments of any other amounts.


 


27.2          Covenants


 


(a)         The Ultimate Parent, the Parent or an
Obligor fails duly to perform or comply with any obligation expressed to be
assumed by it in Clause 24.1 (Application of Advances),
Clause 24.20 (Minimum Outstandings and
Commitments), Clause 25.2 (Negative Pledge),
Clause 25.3 (Loans and Guarantees),
Clause 25.4 (Financial Indebtedness),
Clause 25.5 (Dividends, Distributions and Share Capital),
Clause 25.8 (Mergers),


 


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Clause 25.9
(Joint Ventures), Clause 25.13 (Acquisitions and Investments) or Clause 25.20 (Undertakings in Respect of the Group Intercreditor Agreement).


 


(b)         The Parent or any Obligor fails duly to
perform or comply with any obligation expressed to be assumed by it in
Clause 22 (Financial Information),
paragraphs (a) and (b) of Clause 24.9 (Hedging)
or paragraph (b)(i) of Clause 24.12 (Further
Assurance), and such failure, if capable of remedy, is not so
remedied within 15 Business Days of the earlier of (i) the Parent or
such Obligor becoming aware of such failure to perform or comply (ii) the
Facility Agent having given notice of such failure to the Company.


 


(c)         Subject to the expiry of the cure
period in Clause 23.3 (Equity Cure Right),
there is any breach of Clause 23.2 (Ratios).


 


(d)         There is any breach of Clause 25.6
(Disposals), provided that where the
failure to comply with any obligation under Clause 25.6 (Disposals) relates to the obligation to deliver a
certificate within a specified time period, no Event of Default shall be deemed
to have occurred unless the Company shall have failed to deliver (or procure
delivery of) the required certificate within such time period and upon request
by the Facility Agent for a description of the transactions relating to such
certificate which was not delivered, the Company fails to provide (or procure
the delivery of) such details within 15 Business Days after such request.


 


27.3          Other Obligations


 


The Ultimate
Parent, the Parent or any Obligor fails duly to perform or comply with any of
the obligations expressed to be assumed by it in any of the Relevant Finance
Documents (other than any of those referred to in Clauses 27.1 (Non-Payment) and 27.2 (Covenants)) and
such failure, if capable of remedy, is not so remedied within 30 days of the
earlier of (i) the Ultimate Parent, the Parent or such Obligor becoming
aware of such failure to perform or comply and (ii) the Facility Agent
having given notice of such failure to the Company.


 


27.4          Misrepresentation


 


Any representation
or statement made or repeated by the Ultimate Parent, the Parent or an Obligor
in any Relevant Finance Document or in any notice or other document or
certificate delivered by it pursuant to a Relevant Finance Document is or
proves to have been incorrect or misleading in any material respect when made
or repeated where the circumstances giving rise to such inaccuracy, if capable
of remedy or change are not remedied or do not change within 30 days of the
earlier of (i) the Ultimate Parent, the Parent or the relevant Obligor
becoming aware of such circumstances and (ii) the Facility Agent having
notified the Company of such misrepresentation having occurred.


 


27.5          Cross Default


 


(a)         Any Financial Indebtedness of any
member of the Group is not paid when due and payable, after taking into account
any applicable grace period;


 


(b)         any Financial Indebtedness of any
member of the Group is declared (or is capable of being declared) to be or
otherwise becomes due and payable prior to its specified maturity as a result
of an event of default (however described), after taking into account any
applicable grace period; or


 


(c)         any commitment for any Financial
Indebtedness of any member of the Group is cancelled or suspended by a creditor
of any member of the Group as a result of an event of default (however
described),


 


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provided that no Event of Default will occur under this
Clause 27.5:


 


(i)          if the aggregate
amount of Financial Indebtedness and/or commitment for Financial Indebtedness
falling within paragraphs (a) to (c) above is less than £50
million (or its equivalent in other currencies);


 


(ii)         if the
circumstance which would otherwise have caused an Event of Default under this
Clause 27.5 is being contested in good faith by appropriate action;


 


(iii)        if the relevant
Financial Indebtedness is cash-collateralised and such cash is available for
application in satisfaction of such Financial Indebtedness;


 


(iv)        if such Financial
Indebtedness is owed by one member of the Group to another member of the Group;
or


 


(v)         if such Event of
Default arises solely by reason of the failure of any member of the Group to
obtain the consent of the lenders under the Existing Senior Credit Facilities
Agreement to (i) the execution of the Relevant Finance Documents, (ii) the
exercise of any of its rights or the performance of any of its obligations
under the Relevant Finance Documents or (iii) any other matter
contemplated by the Relevant Finance Documents.


 


27.6          Insolvency


 


The Ultimate
Parent, the Parent, any Borrower or any Obligor that is a Material Subsidiary
is unable to pay its debts as they fall due, ceases or suspends generally the
payment of its debts or announces an intention to do so, or makes a general
assignment for the benefit of or a composition with its creditors generally or
a general moratorium is declared in respect of the Financial Indebtedness of
the Ultimate Parent, the Parent, such Borrower or such Obligor (as applicable).


 


27.7          Winding-up


 


After the Original
Execution Date, the Ultimate Parent, the Parent, any Borrower or any Obligor
that is a Material Subsidiary takes any corporate action or formal legal
proceedings are started and served (not being actions or proceedings which can
be demonstrated to the satisfaction of the Facility Agent by providing an
opinion of a leading firm of London solicitors (within 30 days of any such
action or proceedings having commenced) to that effect as a frivolous,
vexatious or an abuse of the process of the court or related to a claim to
which such Person has a good defence and which is being vigorously contested by
such body) for its winding-up, dissolution, administration or reorganisation or
for the appointment of a liquidator, receiver, administrator, administrative
receiver, conservator, custodian, trustee or similar officer of it or of any or
all of its revenues and assets other than where any such legal proceedings in
respect of the Ultimate Parent, the Parent, such Borrower or such Material
Subsidiary either (a)(i) do not relate to the appointment of an administrator
and (ii) are stayed or discharged within 30 days from their commencement, (b) relate
to a solvent liquidation or dissolution set forth under paragraph (d) of
Clause 25.8 (Mergers) or (c) are
permitted under Clause 25.18 (Internal Reorganisations).


 


27.8          Execution or Distress


 


Any execution,
distress or attachment is levied against, or an encumbrancer takes possession
of, the whole or any part of, the property, undertaking or assets of the
Parent, any Borrower or any Obligor which is a Material Subsidiary, having an
aggregate value of more than £50 million (or its equivalent in other
currencies) and the same is not discharged within 30 days.


 


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27.9          Similar Events


 


Any event occurs
which, under the laws of any jurisdiction, has a similar or analogous effect to
any of those events mentioned in Clause 27.6 (Insolvency),
Clause 27.7 (Winding-up) or Clause 27.8 (Execution or Distress).


 


27.10        Repudiation


 


The Ultimate
Parent, the Parent or any Obligor repudiates any of the Relevant Finance
Documents to which it is party.


 


27.11        Illegality


 


Save as provided
in the Reservations, at any time it is or becomes unlawful for the Ultimate
Parent, the Parent or any Obligor to perform or comply with any or all of its material
obligations under any of the Relevant Finance Documents to which it is party or
any of the material obligations of the Ultimate Parent, the Parent or any
Obligor under any of the Relevant Finance Documents to which it is party are
not or cease to be legal, valid and binding except as contemplated by the
Reservations and, if capable of remedy, is not remedied within 10 Business Days
of the earlier of the Ultimate Parent, the Parent or such Obligor becoming
aware of the relevant illegality and the Facility Agent having given notice of
the same to the Company.


 


27.12        Intercreditor Default


 


Any member of the
Group which is party to the Group Intercreditor Agreement or the HYD
Intercreditor Agreement fails to comply with any of its material obligations under
it and such failure, if capable of remedy, is not remedied within 30 days of
the earlier of such member of the Group becoming aware of the relevant failure
to comply and the Facility Agent having given notice of the same to the Parent.


 


27.13        Revocation of Necessary Authorisations


 


Any Necessary
Authorisation is revoked and where such revocation has or would reasonably be
expected to have a Material Adverse Effect, is not replaced within 10 Business
Days.


 


27.14        Material Adverse Effect


 


Any event or circumstance
occurs which has a Material Adverse Effect.


 


27.15        Material Proceedings


 


Any litigation,
arbitration or administrative proceeding of or before any court, arbitral body,
or agency is commenced against any member of the Group, which is reasonably likely
to be adversely determined and which, if adversely determined, has or would
reasonably be expected to have a Material Adverse Effect.


 


27.16        Change of Ownership


 


If any of the following occurs:


 


(a)         the Parent ceases to be a direct or
indirect wholly-owned Subsidiary of the Ultimate Parent; or


 


(b)         the Company ceases to be a direct
wholly-owned Subsidiary of the Parent.


 


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27.17        Acceleration


 


Upon the
occurrence of an Event of Default and while the same is continuing at any time
thereafter, the Facility Agent may (and, if so instructed by an Instructing
Group, shall) by written notice to the Company:


 


(a)         declare all or any part of the
Outstandings to be immediately due and payable (whereupon the same shall become
so payable together with accrued interest thereon and any other sums then owed
by any Obligor under the Relevant Finance Documents) or declare all or any part
of the Outstandings to be due and payable on demand of the Facility Agent;
and/or


 


(b)         require the Borrowers to procure that
the Outstanding L/C Amount under each Documentary Credit is and all Ancillary
Facility Outstandings are promptly reduced to zero and/or provide cash
collateral therefor by deposit in such interest bearing account as the Facility
Agent may specify for each Documentary Credit/Ancillary Facility in an amount
specified by the Facility Agent and in the currency of such Documentary
Credit/Ancillary Facility (whereupon the Borrower shall do so) but no greater
than the amount outstanding under such Documentary Credit/Ancillary Facility;
and/or


 


(c)         declare that any unutilised portion of
the Facilities shall be cancelled, whereupon the same shall be cancelled and
the corresponding Commitments of each Lender shall be reduced to zero; and/or


 


(d)         exercise or direct the Security Trustee
to exercise any rights and remedies (including any right to demand cash
collateral by deposit in such interest-bearing account as the Facility Agent
may specify) to which the Facility Agent, the Security Trustee or the Lenders
may be entitled,


 


provided that,
notwithstanding anything to the contrary contained above in this
Clause 27.17, upon the occurrence of any Event of Default listed in
Clause 27.9 (Similar Events) or Clause 27.19 (US Obligors) in relation to any US Obligor, all or any part
of the Outstandings shall be immediately due and payable (whereupon the same
shall become so payable together with accrued interest thereon and any other
sums then owed by any Obligor under the Relevant Finance Documents), any
unutilised portion of the Facilities shall be immediately cancelled and the
corresponding Commitments of each Lender shall be reduced to zero and the
Facility Agent may exercise or direct the Security Trustee to exercise any
rights and remedies (including any right to demand cash collateral by deposit
in such interest-bearing account as the Facility Agent may specify) to which
the Facility Agent, the Security Trustee or the Lenders may be entitled.


 


27.18        Repayment on Demand


 


If, pursuant to
paragraph (a) of Clause 27.17 (Acceleration),
the Facility Agent declares all or any part of the Outstandings to be due and
payable on demand of the Facility Agent, then, and at any time thereafter, the
Facility Agent may (and, if so instructed by an Instructing Group, shall) by
written notice to the Company:


 


(a)         require repayment of all or the
relevant part of the Outstandings on such date as it may specify in such notice
(whereupon the same shall become due and payable on such date together with
accrued interest thereon and any other sums then owed by the Parent or any
Obligor under the Relevant Finance Documents) or withdraw its declaration with
effect from such date as it may specify in such notice; and/or


 


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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.


 


27.19        US Obligors


 


Notwithstanding
Clause 27.17 (Acceleration),
if any US Obligor that is a Material Subsidiary shall commence a voluntary case
concerning itself under the US Bankruptcy Code, or an involuntary case is
commenced against any US Obligor and the petition is not controverted within 10
days, or is not dismissed within 60 days, after commencement of the case, or a
custodian (as defined in the US Bankruptcy Code) is appointed for, or takes
charge of, all or substantially all of the property of any US Obligor, or any
order of relief or other order approving any such case or proceeding is
entered, the Facilities shall cease to be available to such US Obligor, all
Advances outstanding to such US Obligor shall become immediately due and
payable and such US Obligor shall be required to provide cash cover in respect
of all Documentary Credits issued for its account in each case automatically
and without any further action by any party hereto.


 


28.            DEFAULT INTEREST


 


28.1          Consequences of Non-Payment


 


If any sum due and
payable by the Parent or any Obligor under this Agreement is not paid on the
due date therefor in accordance with the provisions of Clause 33 (Payments) or if any sum due and payable by an Obligor
pursuant to a judgment of any court in connection with this Agreement is not
paid on the date of such judgment, the period beginning on such due date or, as
the case may be, the date of such judgment and ending on the Business Day on
which the obligation of such Obligor to pay the Unpaid Sum is discharged shall
be divided into successive periods, each of which (other than the first) shall
start on the last day of the preceding such period (which shall be a Business
Day) and the duration of each of which shall (except as otherwise provided in
this Clause 28) be selected by the Facility Agent.


 


28.2          Default  Rate


 


During each such
period relating thereto as is mentioned in Clause 28.1 (Consequences of Non-Payment) an Unpaid Sum shall bear
interest at the rate per annum which is the sum from time to time of 1%, the
Applicable Margin (provided that if any Unpaid Sum is not directly referable to
a particular Facility the Applicable Margin shall be the Revolving Facility
Margin, the Mandatory Cost at such time and EURIBOR or LIBOR, as the case may
be, on the Quotation Date therefor, provided that:


 


(a)         if, for any such period, EURIBOR or
LIBOR, as the case may be, cannot be determined, the rate of interest
applicable to each Lender’s portion of such Unpaid Sum shall be the rate per
annum which is the sum of 1%, the Applicable Margin, (as aforesaid), and the
Mandatory Cost at such time and the rate per annum that shall be notified to
the Facility Agent by such Lender as soon as practicable after the beginning of
such period as being that which expresses as a percentage rate per annum the
cost to such Lender of funding from whatever sources it may reasonably select its
portion of such Unpaid Sum during such period; and


 


(b)         if such Unpaid Sum is all or part of an
Advance which became due and payable on a day other than the last day of an
Interest Period or Term relating thereto, the first Interest Period 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 shall be that which exceeds by 1% the rate which
would have been applicable to it had it not so fallen due.


 


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28.3          Maturity  of Default Interest


 


Any interest which
shall have accrued under Clause 28.2 (Default Rate)
in respect of an Unpaid Sum shall be due and payable and shall be paid by the
Obligor owing such sum at the end of the period by reference to which it is
calculated or on such other dates as the Facility Agent may specify by written
notice to such Obligor.


 


28.4          Construction  of Unpaid Sum


 


Any Unpaid Sum
shall (for the purposes of this Clause 28, Clause 18 (Increased Costs), Clause 31 (Borrowers’
Indemnities) and Schedule 7 (Mandatory Cost Formula))
be treated as an advance and accordingly in those provisions the term “Advance”
includes any Unpaid Sum and the term “Interest Period” and “Term”, in relation
to an Unpaid Sum, includes each such period relating thereto as is mentioned in
Clause 28.1 (Consequences of Non-Payment).


 


29.            GUARANTEE AND INDEMNITY


 


29.1          Guarantee


 


With effect from
the Original Execution Date or if later, the date on which it accedes to this
Agreement in such capacity, each Guarantor irrevocably and unconditionally
guarantees, jointly and severally, to each of the Relevant Finance Parties the
due and punctual payment by each of the Borrowers of all sums payable by it
under each of the Relevant Finance Documents and agrees that promptly on demand
it will pay to the Facility Agent each and every sum of money which any of the
Borrowers is at any time liable to pay to any Relevant Finance Party under or
pursuant to any Relevant Finance Document and which has become due and payable
but has not been paid at the time such demand is made and provided that before
any such demand is made on a Restricted Guarantor, demand for payment of the
relevant sum shall first have been made on the relevant Borrower.


 


29.2          Indemnity


 


With effect from
the Original Execution Date, or if later, the date upon which it accedes to
this Agreement in such capacity, each Guarantor (other than a Restricted
Guarantor) irrevocably and unconditionally agrees, jointly and severally, as
primary obligor and not only as surety, to indemnify and hold harmless each
Relevant Finance Party on demand by the Facility Agent from and against any
loss incurred by such Relevant Finance Party as a result of any of the
obligations of the Borrowers under or pursuant to any Relevant Finance Document
being or becoming void, voidable, unenforceable or ineffective as against any
Borrower for any reason whatsoever (whether or not known to that Relevant Finance
Party or any other person) the amount of such loss being the amount which the
Relevant Finance Party suffering it would otherwise have been entitled to
recover from such Borrower and provided that the amount payable by a Guarantor
under this Clause 29.2  shall not
exceed the amount such Guarantor would have had to pay under Clause 29.1 (Guarantee) if the amount claimed had been recoverable on the
basis of a guarantee.


 


29.3          Continuing  and Independent
Obligations


 


The obligations of
each Guarantor under this Agreement shall constitute and be continuing
obligations which shall not be released or discharged by any intermediate
payment or settlement of all or any of the obligations of each of the Borrowers
under the Relevant Finance Documents, shall continue in full force and effect
until the unconditional and irrevocable payment and discharge in full of all
amounts owing by each of the Borrowers under each of the Relevant Finance
Documents and are in addition to and independent of,


 


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and shall not prejudice or merge with, any other security (or right of
set off) which any Relevant Finance Party may at any time hold in respect of
such obligations or any of them.


 


29.4                             Avoidance  of
Payments


 


Where any release, discharge or other arrangement in respect of any
obligation of any Borrower, or any Security held by any Relevant Finance Party
therefor, is given or made in reliance on any payment or other disposition
which is avoided or must be repaid (whether in whole or in part) in an insolvency,
liquidation or otherwise and whether or not any Relevant Finance Party has
conceded or compromised any claim that any such payment or other disposition
will or should be avoided or repaid (in whole or in part), the provisions of
this Clause 29 shall continue as if such release, discharge or other
arrangement had not been given or made.


 


29.5                             Immediate  Recourse


 


None of the Relevant Finance Parties shall be obliged, before exercising
or enforcing any of the rights conferred upon them in respect of the Guarantors
by this Agreement or by Law, to seek to recover amounts due from any Borrower
or to exercise or enforce any other rights or Security any of them may have or
hold in respect of any of the obligations of any Borrower under any of the
Relevant Finance Documents save that no demand for any payment may be made on
any Restricted Guarantor unless such demand has first been made on the relevant
Borrower.


 


29.6                             Waiver  of
Defences


 


Neither the obligations of the Guarantors contained in this Agreement
nor the rights, powers and remedies conferred on the Relevant Finance Parties
in respect of the Guarantors by this Agreement or by Law shall be discharged,
impaired or otherwise affected by:


 


(a)                           the winding-up, dissolution,
administration or reorganisation of any Borrower or 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 Relevant Finance Document or any Security held by
any Relevant Finance Party therefor
being or becoming illegal, invalid, unenforceable or ineffective in any
respect;


 


(c)                           any time or other indulgence being
granted to or agreed (i) to or with any Borrower or any other person in
respect of its obligations or (ii) in respect of any security granted
under any Relevant Finance Documents;


 


(d)                          unless otherwise agreed, any amendment
to, or any variation, waiver or release of, any obligation of, or any Security
granted by, any Borrower or any other person under any Relevant 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 Relevant Finance Documents;


 


(f)                             any total or partial failure to realise
the value of, or any release, discharge, exchange or substitution of, any
security held by any Relevant Finance Party in respect of any Borrower’s
obligations under any Relevant Finance Document;


 


(g)                          any incapacity or lack of power,
authority or legal personality of or dissolution or change in the members or
status of an Obligor or any other person;


 


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(h)                          any amendment, novation, supplement,
extension restatement (however fundamental and whether or not more onerous) or
replacement of a Relevant Finance Document or any other document or security
including, without limitation, any change in the purpose of, any extension of
or increase in any facility or the addition of any new facility under any Relevant
Finance Document or other document or security; or


 


(i)                              any other act, event or omission which
might operate to discharge, impair or otherwise affect any of the obligations
of any of the Guarantors under this Agreement or any of the rights, powers or
remedies conferred upon the Relevant Finance Parties or any of them by this
Agreement or by Law.


 


29.7                             No  Competition


 


Until all amounts which may become payable by the Borrowers under or in
connection with the Relevant Finance Documents have been paid in full, no
Guarantor will exercise any rights:


 


(a)                           to claim by way of contribution or
indemnity in relation to any of the obligations of the Borrowers under any of
the Relevant Finance Documents;


 


(b)                          to claim or prove as a creditor of any
Borrower or any other person or its estate in competition with the Relevant
Finance Parties or any of them;


 


(c)                           to take the benefit (in whole or in
part and whether by way of subrogation or otherwise) of any rights of the
Relevant Finance Parties under the Relevant Finance Documents or of any other
guarantee or security taken pursuant to, or in connection with, the Relevant
Finance Documents by any Relevant Finance Party;


 


(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 29.1 (Guarantee); or


 


(e)                           to exercise any right of set-off
against any Obligor,


 


except to the extent that the Facility Agent so
requires and in such manner and upon such terms as the Facility Agent may
specify and each Guarantor shall hold any moneys, rights or security held or
received by it as a result of the exercise of any such rights on trust for the
Facility Agent for application in or towards payment of any sums at any time
owed by the Borrowers under any of the Relevant Finance Documents as if such
moneys, rights or security were held or received by the Facility Agent under
this Agreement.


 


29.8                             Appropriation


 


To the extent any Relevant Finance Party receives any sum from any
Guarantor in respect of the obligations of any of the other Obligors under any
of the Relevant Finance Documents which is insufficient to discharge all sums
which are then due and payable in respect of such obligations of such other
Obligors, such Relevant Finance Party shall not be obliged to apply any such
sum in or towards payment of amounts owing by such other Obligor under any of
the Relevant Finance Documents, and any such sum may, in the relevant Relevant
Finance Party’s discretion, be credited to a suspense or impersonal account and
held in such account pending the application from time to time (as the relevant
Relevant Finance Party may think fit) of such sums in or towards the discharge
of such liabilities owed to it by such other Obligor under the Relevant Finance
Documents as such Relevant Finance Party may select provided that such Relevant
Finance Party shall promptly make such application upon receiving sums
sufficient to discharge all sums then due and payable to it by such other
Obligor under the Relevant Finance Documents.


 


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29.9                             Limitation  of
Liabilities of United States Guarantors


 


Each Restricted Guarantor and each of the Relevant Finance Parties (by
its acceptance of the benefits of the guarantee under this Clause 29)
hereby confirms its intention that this guarantee should not constitute a
fraudulent transfer or conveyance for the purposes of any bankruptcy,
insolvency or similar law, the United States Uniform Fraudulent Conveyance Act
or any similar Federal, state or foreign law. 
To effectuate the foregoing intention, each Restricted Guarantor and
each of the Relevant Finance Parties (by its acceptance of the benefits of the
guarantee under this Clause 29) hereby irrevocably agrees that its
obligations under this Clause 29 shall be limited to the maximum amount as
will, after giving effect to such maximum amount and all other (contingent or
otherwise) liabilities of such Restricted Guarantor that are relevant under
such laws, and after giving effect to any rights to contribution pursuant to
any agreement providing for an equitable contribution among such Restricted
Guarantor and the other Guarantors, result in the obligations of such Restricted
Guarantor in respect of such maximum amount not constituting a fraudulent
transfer or conveyance.


 


29.10                       Droit de Discussion
and Droit de Division


 


(a)                           Any right which at any time any
Guarantor may have under the existing or future laws of Jersey whether by
virtue of the droit de discussion or otherwise to require that recourse be had
to the assets of any other person before any claim is enforced against such
Guarantor in respect of the obligations assumed by such Guarantor under or in
connection with any Relevant Finance Document is hereby waived.


 


(b)                          Any right which at any time any
Guarantor may have under the existing or future laws of Jersey whether by
virtue of the droit de division or otherwise to require that any liability
under any guarantee or indemnity given in or in connection with any Relevant
Finance Document be divided or apportioned with any other person or reduced in
any manner whatsoever is hereby waived.


 


29.11                       Guarantee Limitations


 


This guarantee does not apply to
any liability to the extent that it would result in this guarantee constituting
unlawful financial assistance within the meaning of sections 678 or 679 of the
Act or any equivalent and applicable provisions under the laws of the
jurisdiction of incorporation of the relevant Guarantor and, with respect to
any Acceding Guarantor, is subject to any limitations set out in the Accession
Notice applicable to such Acceding Guarantor.


 


30.                                   ROLE OF THE
FACILITY AGENT, THE ARRANGERS, THE L/C BANKS AND OTHERS


 


30.1                             Appointment of the
Facility Agent


 


Each of the other Relevant Finance Parties appoints the Facility Agent
to act as its agent under and in connection with the Relevant Finance Documents
and authorises the Facility Agent to exercise the rights, powers, authorities
and discretions specifically delegated to it under or in connection with the
Relevant Finance Documents together with any other incidental rights, powers,
authorities and discretions.


 


30.2                             Duties of the Facility
Agent


 


(a)                           Subject to paragraph (b) below,
the Facility Agent shall promptly forward to a party to this Agreement the
original or a copy of any document which is delivered to the Facility Agent for
that party by any other party.


 


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(b)                          Without prejudice to Clause 37.12
(Copy of Transfer Deed or Increase Confirmation to
Company), paragraph (a) above shall not apply to any
Transfer Deed or any Increase Confirmation.


 


(c)                           Except where a Relevant Finance
Document specifically provides otherwise, the Facility Agent is not obliged to
review or check the adequacy, accuracy or completeness of any document it
forwards to any party to this Agreement.


 


(d)                          If the Facility Agent is aware of the
non-payment of any principal, interest, commitment fee or other fee payable to
a Relevant Finance Party (other than the Facility Agent, the Arranger or the
Security Trustee) under this Agreement it shall promptly notify the other
Relevant Finance Parties.


 


(e)                           The Facility Agent shall promptly
inform each Lender of the contents of any notice or document received by it in
its capacity as Facility Agent from the Parent or any of the Obligors under the
Relevant Finance Documents.


 


(f)                             The Facility Agent shall promptly
notify the Lenders of the occurrence of any Event of Default or any default by
an Obligor in the due performance of or compliance with its obligations under
any Relevant Finance Document upon becoming aware of the same.


 


(g)                          If so instructed by an Instructing
Group, the Facility Agent shall refrain from exercising any power or discretion
vested in it as agent under any Relevant Finance Document.


 


(h)                          The duties of the Facility Agent under
the Relevant Finance Documents are, save to the extent otherwise expressly
provided, solely mechanical and administrative in nature.


 


(i)                              The Facility Agent shall provide to the
Company within 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 Relevant
Finance Documents, the electronic mail address and/or any other information
required to enable the sending and receipt of information by electronic mail or
other electronic means to and by each Lender to whom any communication under or
in connection with the Relevant Finance Documents may be made by that means and
the account details of each Lender for any payment to be distributed by the
Facility Agent to that Lender under the Relevant Finance Documents.


 


30.3                             Role of the
Bookrunners and the Arrangers


 


Except as specifically provided in the Relevant Finance Documents, none
of the Bookrunners or the Arrangers shall have any obligations of any kind to
any other party under or in connection with any Relevant Finance Document.


 


30.4                             No Fiduciary Duties


 


(a)                           Nothing in the Relevant Finance
Documents constitutes the Facility Agent, any of the Arrangers or any L/C Bank
as a trustee or fiduciary of any other person.


 


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(b)                          None of the Facility Agent, the
Security Trustee, the Arrangers, any L/C Bank or any Ancillary Facility Lender
shall be bound to account to any Lender for any sum or the profit element of
any sum received by it for its own account.


 


30.5                             Business with the
Group


 


Any of the Facility Agent, the Arrangers, the Security Trustee, each L/C
Bank and each Ancillary Facility Lender may accept deposits from, lend money to
and generally engage in any kind of banking or other business with any member
of the Group.


 


30.6                             Discretion of the
Facility Agent and L/C Banks


 


(a)                           The Facility Agent and each L/C Bank
may rely on:


 


(i)                              any
representation, notice or document (including, without limitation, any notice
given by a Lender pursuant to paragraph (d) of Clause 38 (Debt Purchase Transactions) 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 27.1 (Non-Payment);


 


(ii)                           any
right, power, authority or discretion vested in this Agreement upon any party,
the Lenders or an Instructing Group has not been exercised;


 


(iii)                        any
notice or request made by the Obligors’ Agent is made on behalf of and with the
consent and knowledge of the Parent and all the Obligors; and


 


(iv)                       no
Notifiable Debt Purchase Transaction:


 


(A)                     has been entered
into;


 


(B)                       has
been terminated; or


 


(C)                       has
ceased to be with a member of the Group.


 


(c)                           The Facility Agent and each L/C Bank
may engage, pay for and rely on the advice or services of any lawyers,
accountants, surveyors or other experts.


 


(d)                          The Facility Agent and each L/C Bank
may act in relation to the Relevant Finance Documents through its personnel and
agents.


 


(e)                           The Facility Agent may execute on
behalf of any L/C Bank any Documentary Credit issued under this Agreement.


 


(f)                             The Facility Agent may disclose to any
other party to this Agreement any information it reasonably believes it has
received as agent under this Agreement.


 


(g)                          Without prejudice to the generality of
paragraph (f) above, the Facility Agent may disclose the identity of
a Defaulting Lender to the other Relevant Finance Parties and 


 


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the Company and shall disclose
the same upon the written request of the Company or the Instructing Group.


 


(h)                          Notwithstanding any other provision of
any Relevant Finance Document to the contrary, none of the Facility Agent, the
Arranger or the bank is obliged to do or omit to do anything if it would or
might in its reasonable opinion constitute a breach of any law or regulation or
a breach of a fiduciary duty or duty of confidentiality.


 


30.7                             Instructing Group’s
Instructions


 


(a)                           Unless a contrary indication appears in
a Relevant Finance Document, the Facility Agent shall (i) act in
accordance with any instructions given to it by an Instructing Group or
Revolving Facility Instructing Group, as applicable (or, if so instructed by an
Instructing Group or Revolving Facility Instructing Group, as applicable,
refrain from acting or exercising any right, power, authority or discretion
vested in it as Facility Agent) and (ii) shall not be liable to any
Relevant Finance Party for any act (or omission) if it acts (or refrains from
taking any action) in accordance with such an instruction of an Instructing
Group.


 


(b)                          Unless a contrary indication appears in
a Relevant Finance Document, any instructions given by (i) an Instructing
Group will be binding on all the Relevant Finance Parties 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 an 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 an
Instructing Group, a Revolving Facility Instructing Group, or, if appropriate,
the Lenders, the Facility Agent may act (or refrain from taking action) as it
considers to be in the best interests of the Lenders.


 


(e)                           The Facility Agent shall not be
authorised to act on behalf of a Lender in any legal or arbitration proceedings
relating to any Relevant Finance Document without first obtaining the Lender’s
consent to do so.  This paragraph (e) shall
not apply to any legal or arbitration proceeding relating to the perfection,
presentation or protection of rights under the Security Documents or
enforcement of the Security or Security Documents.


 


30.8                             No Responsibility


 


None of the Facility Agent, the Arrangers or any L/C
Bank shall be:


 


(a)                           responsible for the adequacy, accuracy
and/or completeness of any information (whether oral or written) supplied by
any Relevant Finance Party or an Obligor or any other person in or in
connection with any Relevant Finance Document, including the Information
Memorandum, the Agreed Business Plan and any Budget;


 


(b)                          responsible for the legality, validity,
effectiveness, adequacy or enforceability of any Relevant Finance Document or
any other agreement, arrangement or document entered into, made or executed in
anticipation of or in connection with any Relevant Finance Document; or


 


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(c)                           responsible for any determination as to
whether any information provided or to be provided to any Relevant Finance
Party is non-public information the use of which may be regulated or prohibited
by applicable law or regulation relating to insider dealing or otherwise.


 


30.9                             Exclusion of Liability


 


(a)                           Without limiting paragraph (b) below
(and without prejudice to the provisions of paragraph (e) of Clause 33.8 (Disruption to Payment Systems), the Facility Agent, any L/C
Bank or any Ancillary Facility Lender will not be liable to any Relevant
Finance Party for any action taken by it under or in connection with any
Relevant Finance Document, unless directly caused by its negligence or wilful
misconduct.


 


(b)                          No party to this Agreement (other than
any Agent, L/C Bank or Ancillary Facility Lender (as applicable)) may take any
proceedings, or assert or seek to assert any claim, against any officer,
employee or agent of any Agent, L/C Bank or Ancillary Facility Lender in
respect of any claim it might have against such Agent, L/C Bank or Ancillary
Facility Lender or in respect of any act or omission of any kind by that
officer, employee or agent in relation to any Relevant Finance Document and
agrees that any such officer, employee or agent may enforce this provision.


 


(c)                           The Facility Agent will not be liable
for any failure to notify any person of any matter referred to in
Clause 14.9 (Notification) or any delay (or
any related consequences) in crediting an account with an amount required under
the Relevant Finance Documents to be paid by it if it has taken all reasonable
steps to comply with Clause 14.9 (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.


 


30.10                       Lender’s  Indemnity


 


Each Lender shall in its relevant Proportion (as determined at all times
for these purposes in accordance with paragraph (c) of the definition of “Proportion”)
indemnify the Facility Agent from time to time within three Business Days of
demand by any Agent against any cost, loss or liability incurred by such Agent
(otherwise than by reason of its negligence or wilful misconduct or, in the
case of any cost, loss or liability pursuant to Clause 33.8 (Disruption to Payment Systems) notwithstanding the Facility
Agent’s negligence, gross negligence or any other category of liability whatsoever
but not including any claim based on the fraud of the Facility Agent) in acting
as a Facility Agent under the Relevant Finance Documents (unless it has been
reimbursed therefor by an Obligor pursuant to the terms of the Relevant Finance
Documents).


 


30.11                       Resignation


 


(a)                           The Facility Agent may resign and
appoint one of its Affiliates acting through an office in the United Kingdom as
successor Facility Agent by giving notice to the Lenders and the Company.


 


(b)                          The Facility Agent may resign without
having designated a successor as agent under paragraph (a) above (and
shall do so if so required by an Instructing Group) by giving 30 days notice to
the Lenders and the Company, in which case an Instructing Group may appoint a
successor Facility Agent (acting through an office in the United Kingdom),
approved by the Company, acting reasonably. 
If an 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 


 


176

















 


successor Facility Agent (acting
through an office in the United Kingdom), approved by the Company, acting
reasonably.


 


(c)                           The retiring Facility Agent shall, at
the Borrowers’ cost, make available to its successor such documents and records
and provide such assistance as its successor may reasonably request for the
purposes of performing its functions as Facility Agent under the Relevant
Finance Documents.


 


(d)                          The resignation notice of the Facility
Agent shall only take effect upon the appointment of a successor Facility
Agent.


 


(e)                           Upon the appointment of a successor,
the retiring Facility Agent shall be discharged from any further obligation in
respect of the Relevant Finance Documents but shall remain entitled to the
benefit of this Clause 30.  The
Facility Agent’s successor and each of the other parties to this Agreement
shall have the same rights and obligations amongst themselves as they would
have had if such successor Facility Agent had been an original party as
Facility Agent.


 


(f)                             If the Facility Agent wishes to resign
because it has concluded that it is no longer appropriate for it to remain as
agent and the Facility Agent is entitled to appoint a successor Facility Agent
under paragraph (b) above, the Facility Agent may (if it concludes
(acting reasonably) that it is necessary or advisable to do so in order to
persuade the proposed successor Facility Agent to become a party to this
Agreement (as Facility Agent) agree with the proposed successor Facility Agent
amendments to this Clause 30 and any other term of this Agreement dealing
with the rights or obligations of the Facility Agent consistent with then
current market practice for the appointment and protection of corporate
trustees together with any reasonable amendments to the agency fee payable
under this Agreement which are consistent with the successor Facility Agent’s
normal fee rates and those amendments will bind the parties to this Agreement.


 


30.12                       Confidentiality


 


(a)                           The Facility Agent (in acting as agent
for the Relevant Finance Parties) shall be regarded as acting through its
agency division which shall be treated as a separate entity from any other of
its divisions or departments.


 


(b)                          If information is received by another
division or department of the Facility Agent it may be treated as confidential
to that division or department and the Facility Agent shall not be deemed to
have notice of it.


 


(c)                           Notwithstanding any other provision of
any Relevant Finance Document to the contrary, the Relevant Finance Parties are
not obliged to disclose to any other person (i) any confidential
information or (ii) any other information if the disclosure would, or
might in its reasonable opinion, constitute a breach of any Law.


 


(d)                          Notwithstanding any other provision of
any Relevant Finance Document, the parties (and each employee, representative
or other agent of the parties) may disclose to any and all persons, without
limitation of any kind, the tax treatment and any facts that may be relevant to
the tax structure of the transaction, provided, however, that no party (and no
employee, representative, or other agent thereof) shall disclose any other
information that is not relevant to understanding the tax treatment and tax
structure of the transaction (including the identity of any party and any
information that could lead another to determine the identity of any party), or
any other information to the extent that such disclosure could reasonably
result in a violation of any applicable securities law.


 


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30.13                       Facility  Office


 


The Facility Agent may treat each Lender as a Lender, entitled to
payments under this Agreement and acting through its Facility Office unless it
has received not less than 5 Business Days prior notice from that Lender to the
contrary in accordance with the terms of this Agreement.


 


30.14                       Lenders’ Mandatory
Cost Details


 


To the extent applicable, each Lender shall supply the Facility Agent
with any information required by the Facility Agent in order to calculate the
Mandatory Cost in accordance with Schedule 7 (Mandatory
Cost Formula).


 


30.15                       Credit Appraisal by
the Lenders


 


Without affecting the responsibility of the Parent or any Obligor for
information supplied by it or on its behalf in connection with any Relevant
Finance Document, each Lender, L/C Bank and Ancillary Facility Lender confirms
to each of the Facility Agent, the Bookrunners, the Arrangers, each L/C Bank
and each Ancillary Facility Lender that it has been, and will continue to be,
solely responsible for making its own independent appraisal and investigation
of all risks arising under or in connection with any Relevant Finance Document
including but not limited to:


 


(a)                           the financial condition, status and
nature of each member of the Group;


 


(b)                          the legality, validity, effectiveness,
adequacy or enforceability of any Relevant Finance Document and any other
agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Relevant Finance Document;


 


(c)                           whether that Lender has recourse, and
the nature and extent of that recourse, against any party or any of its
respective assets under or in connection with any Relevant Finance Document,
the transactions contemplated by the Relevant Finance Documents or any other
agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Relevant Finance Document;


 


(d)                          the adequacy, accuracy and/or completeness
of the Information Memorandum, the Agreed Business Plan and each Budget and any
other information provided by the Facility Agent, the Bookrunners, the
Arrangers or by any other person under or in connection with any Relevant
Finance Document, the transactions contemplated by the Relevant Finance
Documents or any other agreement, arrangement or document entered into, made or
executed in anticipation of, under or in connection with any Relevant Finance
Document; and


 


(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 Encumbrances affecting the
Security.


 


30.16                       Deduction from Amounts
Payable by the Facility Agent


 


If any amount is due and payable by any party to the Facility Agent
under any Relevant Finance Document the Facility Agent may, after giving notice
to that party, deduct an amount not exceeding that amount from any payment to
that party which the Facility Agent would otherwise be obliged to make under
the Relevant Finance Documents and apply the amount deducted in or towards
satisfaction of the amount owed.  For the
purposes of the Relevant 


 


178

















 


Finance Documents that party shall be regarded as having received such
payment without any such deduction.


 


30.17                       Obligors’ Agent


 


(a)                           The Parent and each Obligor (other than
the Company) irrevocably authorises the Company to act on its behalf as its
agent in relation to the Relevant Finance Documents and irrevocably authorises:


 


(i)                              the
Company on its behalf to supply all information concerning itself, its
financial condition and otherwise to the relevant persons contemplated under
this Agreement and to give all notices and instructions, (including, in the
case of a Borrower, Utilisation Requests) to execute on its behalf any Relevant
Finance Document and to enter into any agreement in connection with the
Relevant Finance Documents notwithstanding that the same may affect the Parent
or such Obligor, without further reference to or the consent of the Parent or
such Obligor; and


 


(ii)                           each
Relevant Finance Party to give any notice, demand or other communication to be
given to or served on the Parent or such Obligor pursuant to the Relevant
Finance Documents to the Company on its behalf,


 


and in each such case the Parent or such Obligor will be bound thereby
as though the Parent or such Obligor itself had supplied such information,
given such notice and instructions, executed such Relevant Finance Document and
agreement or received any such notice, demand or other communication and each
Relevant Finance Party may rely on any action purported to be taken by the
Company on behalf of that Obligor.


 


(b)                          Every act, omission, agreement,
undertaking, settlement, waiver, notice or other communication given or made by
the Obligors’ Agent under any Relevant Finance Document, or in connection with
this Agreement (whether or not known to the Parent or any other Obligor, as the
case may be, and whether occurring before or after such person became party to
this Agreement), shall be binding for all purposes on the Parent and all other
Obligors as if the Parent or the other Obligors had expressly made, given or
concurred with the same.  In the event of
any conflict between any notices or other communications of the Obligors’ Agent
and the Parent or any other Obligor, those of the Obligors’ Agent shall
prevail.


 


30.18                       Co-operation with the
Facility Agent


 


(a)                           Each Lender and each Obligor will
co-operate with each of the Facility Agent to complete any legal requirements
imposed on the Facility Agent in connection with the performance of its duties
under this Agreement and shall supply any information requested by the Facility
Agent in connection with the proper performance of those duties provided that
neither the Parent nor any Obligor shall be under any obligation to provide any
information the supply of which would be contrary to any confidentiality
obligation binding on any member of the Group or prejudice the retention of
legal privilege in such information and provided further that neither the
Parent nor any Obligor shall (and the Company shall procure that no member of
the Bank Group shall) be able to deny the Facility Agent any such information
by reason of it having entered into a confidentiality undertaking which would
prevent it from disclosing, or be able to claim any legal privilege in respect
of, any financial information relating to itself or the Group.


 


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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 Relevant Finance Documents. 
Such notice shall contain the address, fax number and (where
communication by electronic mail or other electronic means is permitted under
Clause 41.5 (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 41.2 (Giving of Notice)
and paragraph (a)(iii) of Clause 41.5 (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.


 


30.19                       “Know your client”
checks


 


Nothing in this Agreement shall oblige any of the Facility Agent, the
Bookrunners or the Arrangers to carry out any “know your client” or other
applicable anti-money laundering checks in relation to the identity of any
person on behalf of any Lender and each Lender confirms to each of the Facility
Agent, the Bookrunners and the Arrangers that it is solely responsible for any
such checks it is required to carry out and that it may not rely on any
statement in relation to such checks made by any other person.


 


31.                                   BORROWERS’
INDEMNITIES


 


31.1                             General Indemnities


 


Each of the Borrowers undertake, on a joint and several basis, to
indemnify:


 


(a)                           each of the Relevant Finance Parties
against any out-of-pocket cost, claim, loss, expense (including legal fees) or
liability, which any of them may sustain or incur as a consequence of the
occurrence of any Default; and


 


(b)                          each Lender against any out-of-pocket
loss it may suffer or incur as a result of (i) its funding or making
arrangements to fund its portion of an Advance or (ii) its issuing or
making arrangements to issue a Documentary Credit or (iii) its funding or
making arrangements to fund any Ancillary Facility made available by it, in
each case requested by any Borrower under this Agreement but not made by reason
of the operation of any one or more of the provisions of this Agreement (save
as a result of such Lender’s own gross negligence or wilful default).


 


31.2                             Break Costs


 


(a)                           Each Borrower shall, within 3 Business
Days of demand by a Relevant Finance Party, pay to that Relevant Finance Party
its Break Costs attributable to all or any part of any Advance or Unpaid Sum
being paid by that Borrower on a day other than the last day of an Interest
Period or Term for that Advance or Unpaid Sum.


 


(b)                          Each Lender shall, as soon as
reasonably practicable after a demand by the Facility Agent, provide a
certificate confirming the amount of its Break Costs for any Interest Period or
Term in which they accrue.


 


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32.                                   CURRENCY OF ACCOUNT


 


32.1                             Currency


 


Sterling is the currency of account and payment for each and every sum
at any time due from any Obligor under this Agreement provided that:


 


(a)                           each repayment of any Outstandings or
Unpaid Sum (or part of it) shall be made in the currency in which those
Outstandings or Unpaid Sum are denominated on their due date;


 


(b)                          interest shall be payable in the
currency in which the sum in respect of which such interest is payable was
denominated when that interest accrued;


 


(c)                           each payment in respect of costs and
expenses shall be made in the currency in which the same were incurred; and


 


(d)                          each payment pursuant to
Clause 17.3 (Tax Indemnity) or
Clause 18.1 (Increased Costs) shall be made in
the currency specified by the Relevant Finance Party claiming under it, acting
reasonably.


 


32.2                             Currency Indemnity


 


If any sum due from the Parent or any Obligor under this Agreement or
any order or judgment given or made in relation to this Agreement has to be
converted from the currency (the “first currency”)
in which the same is payable under this Agreement or under such order or
judgment into another currency (the “second currency”)
for the purpose of (a) making or filing a claim or proof against the
Parent or such Obligor, (b) obtaining an order or judgment in any court or
other tribunal or (c) enforcing any order or judgment given or made in relation
to this Agreement, each Borrower agrees to indemnify and hold harmless each of
the persons to whom such sum is due from and against any loss suffered or
incurred as a result of any discrepancy between (x) the rate of exchange
used for such purpose to convert the sum in question from the first currency into
the second currency and (y) the rate or rates of exchange at which such
person may in the ordinary course of business purchase the first currency with
the second currency at the time of receipt of the sum paid to it in
satisfaction, in whole or in part, of any such order, judgment, claim or proof.


 


33.                                   PAYMENTS


 


33.1                             Payment to the
Facility Agent


 


On each date on which this Agreement requires an amount to be paid by
the Parent or any Obligor or any of the Lenders under this Agreement, the
Parent or such Obligor or, as the case may be, such Lender shall make the same
available to the Facility Agent by payment in same day funds (or such other
funds as may for the time being be customary for the settlement of transactions
in the relevant currency) to such account or bank as the Facility Agent (acting
reasonably) may have specified for this purpose and any such payment which is
made for the account of another person shall be made in time to enable the
Facility Agent to make available such person’s portion of it to such other
person in accordance with Clause 33.2 (Distributions by the
Facility Agent).


 


33.2                             Distributions by the
Facility Agent


 


Save as otherwise provided in this Agreement, each payment received by
the Facility Agent for the account of another person shall be made available by
the Facility Agent to such other person (in the case of a Lender, for the
account of its Facility Office) for value the same day 


 


181

















 


by transfer to such account of such person with such bank in a
Participating Member State or London (or for payments in Dollars or any
Optional Currency, in the applicable financial centre) as such person shall
have previously notified to the Facility Agent by not less than 5 Business Days
notice for this purpose.


 


33.3                             Clear  Payments


 


Save to the extent contemplated in Clause 8 (Repayment of
Revolving Facility Outstandings), any payment required to be made by
the Parent or any Obligor under this Agreement shall be calculated without
reference to any set-off or counterclaim and shall be made free and clear of,
and without any deduction for or on account of, any set-off or counterclaim.


 


33.4                             Impaired Agent


 


(a)                           If, at any time, the Facility Agent
becomes an Impaired Agent, an Obligor or a Lender which is required to make a
payment under the Relevant Finance Documents to the Facility Agent in
accordance with Clause 33.1 (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 Relevant Finance Party
beneficially entitled to that payment under the Relevant Finance
Documents.  In each case such payments
must be made within 5 Business Days of the due date for payment under the
Relevant Finance Documents.


 


(b)                          All interest accrued on the amount
standing to the credit of the trust account shall be for the benefit of the
beneficiaries of that trust account pro rata to
their respective entitlements.


 


(c)                           A party which has made a payment in
accordance with this Clause 33.4 shall be discharged of the relevant payment
obligation under the Relevant Finance Documents and shall not take any credit
risk with respect to the amounts standing to the credit of the trust account.


 


(d)                          Promptly upon the appointment of a
successor Facility Agent in accordance with Clause 30.11 (Resignation),
each Party which has made a payment to a trust account in accordance with this
Clause 33.4 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.


 


33.5                             Partial  Payments


 


If the Facility Agent receives a payment that is insufficient to
discharge all the amounts then due and payable by the Parent or any Obligor
under the Relevant Finance Documents, the Facility Agent shall, unless
otherwise instructed by an Instructing Group, apply that payment towards the
obligations of that Obligor under the Relevant Finance Documents in the
following order:


 


(a)                           first, in payment in or towards payment
pro rata of any unpaid fees, costs and
expenses incurred by the Facility Agent, the Security Trustee and each L/C Bank
under the Relevant Finance Documents;


 


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(b)                          secondly, in or towards payment pro rata of any accrued interest or commission due but
unpaid under any Relevant Finance Document;


 


(c)                           thirdly, in or towards payment pro rata of any principal due but unpaid under any Relevant
Finance Document; and


 


(d)                          fourthly, in or towards payment pro rata of any other sum due but unpaid under the Relevant
Finance Documents,


 


and such application shall override any appropriation made by an
Obligor.


 


33.6                             Indemnity


 


Where a sum is to be paid under the Relevant Finance Documents to the
Facility Agent for the account of another person, the Facility Agent shall not
be obliged to make the same available to that other person (or to enter into or
perform any exchange contract in connection therewith) until it has been able
to establish to its satisfaction that it has actually received such sum, but if
it does so and it proves to be the case that it had not actually received such
sum, then the person to whom such sum (or the proceeds of such exchange
contract) was (or were) so made available shall on request refund the same to
the Facility Agent together with an amount sufficient to indemnify and hold
harmless the Facility Agent from and against any cost or loss it may have
suffered or incurred by reason of its having paid out such sum (or the proceeds
of such exchange contract) prior to its having received such sum.  This indemnity shall only apply to the Obligors
with effect from the Original Execution Date.


 


33.7                             Notification of
Payment


 


Without prejudice to the liability of each party to this Agreement to
pay each amount owing by it under this Agreement on the due date therefor,
whenever a payment is expected to be made by any of the Relevant Finance
Parties, the Facility Agent shall give notice prior to the expected date for
such payment, notify all such Relevant Finance Parties of the amount, currency
and timing of such payment.


 


33.8                             Disruption to Payment
Systems


 


If either the Facility Agent determines (in its discretion) that a
Disruption Event has occurred or the Facility Agent is notified by the Company
that a Disruption Event has occurred:


 


(a)                           the Facility Agent may, and shall if
requested to do so by the Company, consult with the Company with a view to
agreeing with the Company such changes to the operation or administration of
the Facilities as the Facility Agent may deem reasonably necessary in the
circumstances;


 


(b)                          the Facility Agent shall not be obliged
to consult with the Company in relation to any changes mentioned in paragraph (a) above
if, in its opinion, it is not practicable to do so in the circumstances and, in
any event, shall have no obligation to agree to such changes;


 


(c)                           the Facility Agent may consult with the
Relevant Finance Parties in relation to any changes mentioned in paragraph (a) above
but shall not be obliged to do so if, in its opinion, it is not practicable to
do so in the circumstances;


 


(d)                          any such changes agreed upon by the
Facility Agent and the Company shall (whether or not it is finally determined
that a Disruption Event has occurred) be binding upon the Relevant Finance
Parties as an amendment to (or, as the case may be, waiver of) 


 


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the terms of the Relevant Finance
Documents notwithstanding the provisions of Clause 44 (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 33.8; and


 


(f)                             the Facility Agent shall notify the
Relevant Finance Parties of all changes agreed pursuant to paragraph (d) above.


 


33.9                             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.


 


34.                                   SET-OFF


 


34.1                             Right to Set-off


 


(a)                           A Relevant Finance Party may set off
any matured obligation due from an Obligor under the Relevant Finance Documents
(to the extent beneficially owned by that Relevant Finance Party) against any
matured obligation owed by that Relevant Finance Party to that Obligor,
regardless of the place of payment, booking branch or currency of either
obligation. If the obligations are in different currencies, the Relevant
Finance Party may convert either obligation at a market rate of exchange in its
usual course of business for the purpose of the set-off.


 


(b)                          Any credit balances taken into account
by an Ancillary Facility Lender when operating a net limit in respect of any
overdraft under an Ancillary Facility shall on enforcement of the Relevant
Finance Documents be applied first in the reduction of the overdraft provided
under that Ancillary Facility in accordance with its terms.


 


34.2                             No  Obligation


 


No Lender shall be obliged to exercise any right given to it by
Clause 34.1 (Right to Set-off).


 


35.                                   SHARING AMONG THE
RELEVANT FINANCE PARTIES


 


35.1                             Payments to Relevant
Finance Parties


 


If a Relevant Finance Party (a “Recovering Relevant
Finance Party”) receives or recovers any amount from the Parent or
any Obligor other than in accordance with Clause 33 (Payments)
and applies that amount to a payment due under the Relevant Finance Documents
then:


 


(a)                           the Recovering Relevant 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
Relevant Finance Party would have been paid had the receipt 


 


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or recovery been received or made
by the Facility Agent and distributed in accordance with Clause 33.5 (Partial Payments), without taking account of any tax which
would be imposed on the Facility Agent in relation to the receipt, recovery or
distribution; and


 


(c)                           the Recovering Relevant Finance Party
shall, within 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 Relevant
Finance Party as its share of any payment to be made, in accordance with
Clause 33.5 (Partial Payments).


 


35.2                             Redistribution of
Payments


 


The Facility Agent shall treat the Sharing Payment as if it had been
paid by the Parent or the relevant Obligor and shall distribute it between the
Relevant Finance Parties (other than the Recovering Relevant Finance Party) in
accordance with Clause 33.5 (Partial Payments).


 


35.3                             Recovering Relevant
Finance Party’s Rights


 


On a distribution by the Facility Agent under Clause 35.2 (Redistribution of Payments), of a payment received by a
Recovering Relevant Finance Party from an Obligor, as between the relevant
Obligor and the Recovering Relevant Finance Party, an amount of the sum recovered
equal to the Sharing Payment will be treated as not having been paid by that
Obligor.


 


35.4                             Reversal of
Redistribution


 


If any part of the Sharing Payment received or recovered by a Recovering
Relevant Finance Party becomes repayable and is repaid by that Recovering
Relevant Finance Party, then:


 


(a)                           each Relevant Finance Party which has
received a share of the relevant Sharing Payment pursuant to Clause 35.2 (Redistribution of Payments) shall, upon the request of the
Facility Agent, pay to the Facility Agent for account of that Recovering
Relevant Finance Party an amount equal to its share of the Sharing Payment
(together with an amount as is necessary to reimburse that Recovering Relevant
Finance Party for its share of any interest on the Sharing Payment which that
Recovering Relevant Finance Party is required to pay); and


 


(b)                          that Recovering Relevant Finance Party’s
rights of subrogation in respect of any reimbursement shall be cancelled and
the Parent or the relevant Obligor will be liable to the reimbursing Relevant
Finance Party for the amount so reimbursed.


 


35.5                             Exceptions


 


(a)                           This Clause 35 shall not apply to
the extent that the Recovering Relevant Finance Party would not, after making
any payment pursuant to this Clause, have a valid and enforceable claim against
the Parent or the relevant Obligor.


 


(b)                          A Recovering Relevant Finance Party is
not obliged to share with any other Relevant Finance Party under this
Clause 35, any amount which the Recovering Relevant Finance Party has
received or recovered as a result of taking legal or arbitration proceedings,
if:


 


(i)                              it
notified such other Relevant Finance Party of the legal or arbitration
proceedings; and


 


185

















 


(ii)                           such
other Relevant Finance Party had an opportunity to participate in those legal
or arbitration proceedings but did not do so as soon as reasonably practicable
having received notice of it or did not take separate legal or arbitration
proceedings.


 


35.6                             Ancillary Facility
Lenders


 


(a)                           This Clause 35 shall not apply to
any receipt or recovery by a Lender in its capacity as an Ancillary Facility
Lender at any time prior to service of notice under Clause 27.17 (Acceleration).


 


(b)                          Following service of notice under
Clause 27.17 (Acceleration),
this Clause 35 shall apply to all receipts or recoveries by Ancillary
Facility Lenders except to the extent that the receipt or recovery represents a
reduction from the Designated Gross Amount for an Ancillary Facility to its
Designated Net Amount.


 


36.                                   CALCULATIONS AND
ACCOUNTS


 


36.1                             Day Count Convention


 


Interest and commitment commission shall accrue from day to day and
shall be calculated on the basis of a year of 365 days (in the case of amounts
denominated in Sterling) or 360 days (in the case of amounts denominated in any
other currency) (as appropriate or, in any case where market practice differs,
in accordance with market practice) and the actual number of days elapsed and
any Tax Deductions required to be made from any payment of interest shall be
computed and paid accordingly.


 


36.2                             Reductions


 


Any repayment of any Advance denominated in an Optional Currency shall
reduce the amount of such Advance by the amount of such Optional Currency
repaid and shall reduce the Sterling Amount of such Advance proportionately.


 


36.3                             Reference  Banks


 


Save as otherwise provided in this Agreement, on any occasion a
Reference Bank, Alternative Reference Bank or Lender fails to supply the
Facility Agent with an interest rate quotation required of it under the foregoing
provisions of this Agreement, the rate for which such quotation was required
shall be determined from those quotations which are supplied to the Facility
Agent.


 


36.4                             Maintain  Accounts


 


Each Lender shall maintain in accordance with its usual practice
accounts evidencing the amounts from time to time lent by and owing to it under
this Agreement.


 


36.5                             Control  Accounts


 


The Facility Agent shall maintain on its books a control account or
accounts in which shall be recorded:


 


(a)                           the amount and the Sterling Amount of
any Advance or Unpaid Sum and the face amount and the Sterling Amount of any
Documentary Credit, and each Lender’s share in it;


 


(b)                          the Sterling Amount of the Ancillary
Facility Commitment (if any) of each Lender;


 


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(c)                           the amount of all principal, interest
and other sums due or to become due from each of the Obligors to any of the
Lenders under the Relevant Finance Documents and each Lender’s share in it; and


 


(d)                          the amount of any sum received or
recovered by the Facility Agent under this Agreement and each Lender’s share in
it.


 


36.6                             Prima Facie Evidence


 


In any legal action or proceeding arising out of or in connection with
this Agreement, the entries made in the accounts maintained pursuant to
Clause 36.4 (Maintain Accounts) and
Clause 36.5 (Control Accounts) shall, in the
absence of manifest error, be prima facie
evidence of the existence and amounts of the specified obligations of the
Obligors.


 


36.7                             Certificate of
Relevant Finance Party


 


A certificate of a Relevant Finance Party as to the amount for the time
being required to indemnify it against any Tax Liability pursuant to
Clause 17.3 (Tax Indemnity) or any Increased
Cost pursuant to Clause 18.1 (Increased Costs)
shall, in the absence of manifest error, be prima facie
evidence of the existence and amounts of the specified obligations of the
Borrowers.


 


36.8                             Certificate of the
Facility Agent


 


A certificate of the Facility Agent as to the amount at any time due
from any Borrower under this Agreement (or the amount which, but for any of the
obligations of any Borrower under this Agreement being or becoming void,
unenforceable or ineffective, at any time, would have been due from such
Borrower under this Agreement) shall, in the absence of manifest error, be prima facie evidence for the purposes of Clause 29 (Guarantee and Indemnity).


 


36.9                             Certificate of L/C
Bank


 


A certificate of an L/C Bank as to the amount paid out or at any time
due in respect of a Documentary Credit shall, absent manifest error, be prima facie evidence of the payment of such amounts or (as
the case may be) of the amounts outstanding in any legal action or proceedings
arising in connection therewith.


 


37.                                   ASSIGNMENTS AND
TRANSFERS


 


37.1                               The provisions of this Clause 37 shall
be subject to the provisions of Clause 38 (Debt
Purchase Transactions).


 


37.2                             Successors and
Assignees


 


This Agreement shall be binding upon and enure to the benefit of each
party to this Agreement and its or any subsequent successors, permitted assignees
and transferees.


 


37.3                             Resignation of a
Borrower


 


(a)                           With the prior consent of an
Instructing Group, the Company may request that a Borrower ceases to be a
Borrower by delivering to the Facility Agent a Resignation Letter.


 


(b)                          The Facility Agent shall accept a
Resignation Letter and notify the Company and the other Relevant Finance
Parties of its acceptance if:


 


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(i)                              the
Company has confirmed that no Event of Default is continuing or would result
from the acceptance of the Resignation Letter;


 


(ii)                           the
Borrower is under no actual or contingent obligations as a Borrower under any
Relevant Finance Documents; and


 


(iii)                      where
the 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 the Reservations) and the amount guaranteed by it as a
Guarantor is not decreased, subject to Clause 44.5 (Release of
Guarantees and Security).


 


(c)                           Upon notification by the Facility Agent
to the Company of its acceptance of the resignation of a Borrower, that company
shall cease to be a Borrower and shall have no further rights or obligations
under the Relevant Finance Documents as a Borrower.


 


(d)                          The Facility Agent may, at the cost and
expense of the Company, require a legal opinion from counsel confirmed the
matters set out in paragraph (b)(iii) above and the Facility Agent shall
be under no obligation to accept a Resignation Letter until it has obtained such
opinion in form and substance reasonably satisfactory to it.


 


37.4                             Assignment or
Transfers by Obligors


 


None of the rights, benefits and obligations of the Parent or an Obligor
under this Agreement shall be capable of being assigned or transferred and the
Parent and each Obligor undertakes not to seek to assign or transfer any of its
rights, benefits and obligations under this Agreement.


 


37.5                             Assignments or
Transfers by Lenders


 


(a)                           Any Lender may, at any time, assign all
or any of its rights and benefits under the Relevant Finance
Documents in accordance with Clause 37.6 (Assignments) or
transfer all or any of its rights, benefits and obligations under the Relevant
Finance Documents to
another bank or financial institution or to a trust, fund or other entity which
is regularly engaged in or established for the purpose of making, purchasing or
investing in loans, securities or other financial assets (a “New Lender”) in accordance with Clause 37.7 (Transfer Deed) provided that:


 


(i)                              the
prior consent of the Company is received in respect of any assignment or
transfer, such consent not to be unreasonably withheld, provided that:


 


(A)                     such consent shall
be deemed to have been given if not declined in writing within 10 Business Days
of a written request by any Lender to the Company;


 


(B)                       no
consent shall be required in the case of any assignment or transfer by a Lender
to its Affiliate (or in the case of any Lender which constitutes a fund advised
and/or managed by a common entity or an Affiliate thereof, to any other fund
managed by such common entity or Affiliate) which is a Qualifying UK Lender;
and


 


(C)                       no
consent shall be required in the case of any assignment or transfer to any New
Lender at any time after the occurrence of a Major Event of Default which is
continuing; and


 


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(ii)                           the
New Lender makes one of the representations set out in paragraph 8 of the
Transfer Deed and provides the Company with the information required under
paragraph 9 of the Transfer Deed.


 


(b)                          No Lender shall be entitled to:


 


(i)                              effect
any assignment or transfer:


 


(A)                     in respect of any
portion of its Commitment and/or Outstandings under any individual Facility in
an amount of less than £1,000,000, $1,000,000 or €1,000,000 (in the case of
participations in Advances denominated in Sterling, Dollars or euro
respectively) (or its equivalent as at the date of such assignment or
transfer);


 


(B)                       which
would result in it or the proposed assignee or transferee holding an aggregate
participation of more than zero but less than £5,000,000 (or its equivalent as
at the date of such assignment or transfer) in the Facilities, save that an
assignment or transfer may be made to or by a trust, fund or other non-bank
entity which customarily participates in the institutional market which would
result in such entity holding an aggregate participation of at least
£1,000,000, $1,000,000 or €1,000,000 (in the case of participations in Advances
denominated in Sterling, Dollars or euro respectively) in the Facilities; or


 


(C)                       in
relation to its participation in the Revolving Facility other than to the
extent such transfers and assignments are on a pro rata basis as between the
relevant Lender’s Commitment under and participation in Outstandings under the
Revolving Facility;


 


(ii)                           in
relation to any sub-participation of its rights and obligations under the
Facilities, relinquish some or all of its voting rights in respect of the
Facilities to any person in respect of any such sub-participation other than
voting rights in respect of the matters referred to in paragraphs (b),
(c), (d) or (e) of Clause 44.2 (Consents);
or


 


(iii)                        effect
any assignment or transfer of any Facility to a person who is not a Qualifying
UK Lender.


 


(c)                           For the purposes of satisfying the minimum
hold requirement set out in paragraph (b)(i) above, any
participations held by funds advised and/or managed by a common entity or an
Affiliate thereof may be aggregated.


 


(d)                          Notwithstanding any other provision of
this Agreement, the consent of each L/C Bank shall be required (such consent
not to be unreasonably withheld or delayed) for any assignment or transfer of
any Lender’s rights and/or obligations under the Revolving Facility provided
that in relation to any assignment or transfer required by the Company under
Clause 10.4 (Right of Repayment and Cancellation in
Relation to a Single Lender) or Clause 44.9 (Replacement of Lenders), an L/C Bank may not withhold such
consent unless, acting reasonably, the reason for so doing relates to the
creditworthiness of the proposed New Lender.


 


(e)                           Notwithstanding any other provision of
this Clause 37.5, no assignment or transfer shall be permitted to settle
or otherwise become effective within the period of five Business Days prior to (i) the
end of any Interest Period or (ii) any Repayment Date.


 


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(f)                             Each New Lender, by executing the
relevant Transfer 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 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.


 


37.6                             Assignments


 


(a)                                      If
any Lender wishes to assign all or any of its rights and benefits under the
Relevant Finance Documents, unless and until the relevant assignee has agreed
with the other Relevant Finance Parties that it shall be under the same
obligations towards each of them as it would have been under if it had been an
original party to the Relevant Finance Documents as a Lender, such assignment
shall not become effective and the other Relevant Finance Parties shall not be obliged
to recognise such assignee as having the rights against each of them which it
would have had if it had been such a party to this Agreement.


 


(b)                                     Without limiting any right or discretion of
the Facility Agent under the Relevant Finance Documents, the Facility Agent may
in its discretion stop processing assignments or transfers under this Clause 37
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.


 


37.7                             Transfer Deed


 


(a)                           If any Lender wishes to transfer all or
any of its rights, benefits and/or obligations under the Relevant Finance
Documents, such transfer may be effected by novation through the delivery to
the Facility Agent of a duly completed and duly executed Transfer Deed.


 


(b)                          The Facility Agent shall only be
obliged to execute a Transfer Deed delivered to it pursuant to paragraph (a) above,
upon its satisfaction with the results of all “know your client” or other
applicable anti-money laundering checks relating to the identity of any person
that it is required to carry out in relation to such New Lender.


 


(c)                           Upon its execution of the Transfer Deed
pursuant to paragraph (b) above on the later of the Transfer Date specified
in such Transfer Deed and the fifth Business Day after (or such earlier
Business Day endorsed by the Facility Agent on such Transfer Deed falling on or
after) the date of execution of such Transfer Deed by the Facility Agent:


 


(i)                              to
the extent that in such Transfer Deed the Lender party to it seeks to transfer
its rights, benefits and obligations under the Relevant Finance Documents, the
Ultimate Parent, the Parent, each of the Obligors and such Lender shall be
released from further obligations towards one another under the Relevant
Finance Documents to that extent and their respective rights against one
another shall be cancelled to that extent (such rights and obligations being
referred to in this Clause 37.7 as “discharged
rights and obligations”);


 


(ii)                           the
Ultimate Parent, the Parent, each of the Obligors and the New Lender party to
it shall assume obligations towards one another and/or acquire rights against
one another which differ from the discharged rights and obligations only
insofar as the Ultimate Parent, the Parent, such Obligor and such New Lender
have assumed and/or acquired the same in place of the Ultimate Parent, the
Parent, such Obligor and such Lender;


 


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(iii)                        the
other Relevant Finance Parties and the New Lender shall acquire the same rights
and benefits and assume the same obligations between themselves as they would
have acquired and assumed had such New Lender been an original party to the
Relevant Finance Documents as a Lender with the rights, benefits and
obligations acquired or assumed by it as a result of such transfer and to that
extent the Facility Agent, the Arranger, the Security Trustee, each L/C Bank
and any relevant Ancillary Facility Lender and the Lender which has transferred
its rights, benefits and obligations shall each be released from further
obligations to each other under the Relevant Finance Documents; and


 


(iv)                       all
payments due hereunder from the Parent or any Obligor shall be due and payable
to such New Lender and not to the transferring Lender; and


 


(d)                          such New Lender shall become a party to
this Agreement as a Lender.


 


37.8                             Limitation of
Responsibility of Transferor


 


(a)                           Unless expressly agreed to the
contrary, a Lender which assigns or transfers its rights and/or obligations
under any Relevant Finance Document (a “Transferor”)
makes no representation or warranty and assumes no responsibility to a New
Lender for:


 


(i)                              the
legality, validity, effectiveness, adequacy or enforceability of the Relevant
Finance Documents, the Security or any other documents;


 


(ii)                           the
financial condition of any Obligor;


 


(iii)                        the
performance and observance by any Obligor or any other member of the Group of
its obligations under the Relevant Finance Documents or any other document; or


 


(iv)                       the
accuracy of any statements (whether written or oral) made in or in connection
with any Relevant Finance Document or any other document,


 


and any representations or warranties implied by law
are excluded.


 


(b)                          Each New Lender confirms to the
Transferor and the other Relevant Finance Parties that it:


 


(i)                              has
made (and shall continue to make) its own independent investigation and
assessment of the financial condition and affairs of each Obligor and its
related entities in connection with its participation in this Agreement and has
not relied exclusively on any information provided to it by the Transferor or
any other Relevant Finance Party in connection with any Relevant Finance
Document or the Security; and


 


(ii)                           will
continue to make its own independent appraisal of the creditworthiness of each
Obligor and its related entities whilst any amount is or may be outstanding
under the Relevant Finance Documents or any Commitment is in force.


 


(c)                           Nothing in any Relevant Finance
Document obliges a Transferor to:


 


(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 37; or


 


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(ii)                           support
any losses directly or indirectly incurred by the New Lender by reason of the
non-performance by any Obligor of its obligations under the Relevant Finance
Documents or otherwise.


 


37.9                             Transfer Fee


 


On the date upon which a transfer takes effect pursuant to
Clause 37.7 (Transfer Deed) the New Lender in
respect of such transfer shall pay to the Facility Agent for its own account a
transfer fee of £2,000.


 


37.10                       Disclosure of
Information


 


(a)                           Each of the Facility Agent, the
Security Trustee, the Bookrunners, the Arrangers, the Lenders, each L/C Bank
and any Ancillary Facility Lender agrees to maintain the confidentiality of all
information received from the Ultimate Parent or any member of the Group
relating to the Ultimate Parent or any member of the 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 37.10;


 


(ii)                           is
available to the Facility Agent, the Security Trustee, the Bookrunners, the
Arrangers, the Lenders, each L/C Bank or such Ancillary Facility Lender on a
non-confidential basis prior to receipt thereof from the relevant member of the
Group; or


 


(iii)                        is
lawfully obtained by any of the Facility Agent, the Security Trustee, the
Bookrunners, the Arrangers, the Lenders, each L/C Bank and any Ancillary
Facility Lender after that date of receipt other than from a source which is
connected with the Group and which, as far as the relevant recipient thereof is
aware, has not been obtained in violation of, and is not otherwise subject to,
any obligation of confidentiality.


 


(b)                          Notwithstanding paragraph (a) above
any Lender may disclose to any of its Affiliates, 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 Ultimate Parent, the Parent, the
Obligors or the Group as a whole as such Lender shall consider appropriate
(including any Relevant 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 on substantially the same terms as
this Clause 37.10.


 


37.11                       No Increased
Obligations


 


If:


 


(a)                           a Lender assigns or transfers any of
its rights or obligations under the Relevant Finance Documents or changes its Facility
Office; and


 


(b)                          as a result of circumstances existing
at the date of the assignment, transfer or change of Facility Office, the
Parent or an Obligor would be obliged to make a payment to the assignee, New
Lender or the Lender acting through its new Facility Office under
Clause 17.1 (Tax Gross-Up), Clause 17.3 (Tax Indemnity) or Clause 18 (Increased
Costs),


 


192

















 


then the assignee, New Lender or the Lender acting through its new
Facility Office shall only be entitled to receive payment under those Clauses
to the same extent as the assignor, transferor or the Lender acting through its
previous Facility Office would have been if the assignment, transfer or change
had not occurred.


 


37.12                       Copy of Transfer Deed
or Increase Confirmation to Company


 


The Facility Agent shall, as soon as reasonably practicable after it has
executed a Transfer Deed or an Increase Confirmation, send to the Company a
copy of that Transfer Deed or Increase Confirmation.


 


37.13                       Security Over Lenders’
Rights


 


In addition to the other rights provided to Lenders under this Clause 37
each Lender may without consulting with or obtaining consent from any Obligor,
at any time charge, assign or otherwise create Security in or over (whether by
way of collateral or otherwise) all or any of its rights under any Relevant
Finance Document to secure obligations of that Lender including, without
limitation:


 


(a)                           any charge, assignment or other
Security to secure obligations to a government authority, department or agency
including HM Treasury as well as a federal reserve or central bank; and


 


(b)                          in the case of any Lender which is a
fund, any charge, assignment or other Security granted to any holders (or
trustee or representatives of holders) of obligations owed, or securities
issued, by that Lender as security for those obligations or securities,


 


except that no such charge,
assignment or Security shall:


 


(i)                                           release
a Lender from any of its obligations under the Relevant Finance Documents or
substitute the beneficiary of the relevant charge, assignment or other Security
for the Lender as a party to any of the Relevant Finance Documents; or


 


(ii)                                        require
any payments to be made by an Obligor or grant to any person any more extensive
rights than those required to be made or granted to the relevant Lender under
the Relevant Finance Documents.


 


37.14                       Pro Rata Interest
Settlement


 


If the Facility Agent has notified the Lenders that
it is able to distribute interest payments on a “pro rata
basis” to Transferors and New Lenders then (in respect of any transfer pursuant
to Clause 37.7 (Transfer Deed)
or any assignment pursuant to Clause 37.6 (Assignments)
the date of transfer or assignment of which, in each case, is after the date of
such notification and is not on the last day of an Interest Period):


 


(a)                           any interest or fees in respect of the
relevant participation which are expressed to accrue by reference to the lapse
of time shall continue to accrue in favour of the Transferor up to but
excluding the date of transfer (“Accrued
Amounts”) and shall become due and payable to the Transferor
(without further interest accruing on them) on the last day of the current
Interest Period (or, if the Interest Period is longer than six months, on the
next of the dates which falls at six monthly intervals after the first day of
that Interest Period); and


 


(b)                          the rights assigned or transferred by
the Transferor will not include the right to the Accrued Amounts so that, for
the avoidance of doubt:


 


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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 37.14, have been payable to it on
that date, but after deduction of the Accrued Amounts.


 


37.15                       Notification


 


The Facility Agent shall, within 10 Business Days of receiving a notice
relating to an assignment pursuant to Clause 37.6 (Assignments)
or a notice from a Lender or the giving by the Facility Agent of its consent,
in each case, relating to a change in such Lender’s Facility Office, notify the
Borrowers of any such assignment, transfer or change in Facility Office, as the
case may be.


 


38.                                   DEBT PURCHASE
TRANSACTIONS


 


(a)                           Notwithstanding any other term of this
Agreement or the other Relevant Finance Documents, any Obligor may purchase by
way of a Debt Purchase Transaction, a participation in any Advance and any
related Commitment where:


 


(i)                              such
purchase is made for a consideration of less than par; and


 


(ii)                           such
purchase is made at a time when no Event of Default is continuing.


 


For the avoidance of doubt, no member of the Bank Group that is not an
Obligor may purchase by way of a Debt Purchase transaction, or otherwise, any
participation in any Advance or any related Commitment.


 


(b)                          Notwithstanding any other term of this
Agreement or the other Relevant Finance Documents, in relation to any Debt
Purchase Transaction entered into by any Obligor pursuant to this
Clause 38:


 


(i)                              on
completion of the relevant Debt Purchase Transaction, the portions of the
Advances to which it relates may (at the option of the Company taking account
of the tax impact on the Group) be extinguished and, if so extinguished, any
related A Facility Repayment Instalments will be reduced pro-rata accordingly;


 


(ii)                           such
Debt Purchase Transaction and the related extinguishment referred to in
paragraph (i) above shall not constitute a prepayment of the Facilities;


 


(iii)                        the
relevant Obligor shall be deemed to be an entity which fulfils the requirements
of Clause 37.5 (Assignments or Transfers
by Lenders) to be a New Lender (as defined in such Clause);


 


(iv)                       the
relevant Obligor shall only be permitted to transfer an Advance to another
Obligor;


 


(v)                          no
member of the Bank Group shall be deemed to be in breach of any provision of
Clause 24 (Positive Undertakings) or
Clause 25 (Negative Undertakings) solely by
reason of such Debt Purchase Transaction;


 


(vi)                       Clause 35
(Sharing Among the Relevant Finance Parties)
shall not be applicable to the consideration paid under such Debt Purchase
Transaction;


 


(vii)                    any extinguishment
of any part of the Outstandings shall not affect any amendment or waiver which
prior to such extinguishment had been approved 


 


194

















 


by or on behalf of the requisite Lender or Lenders in
accordance with this Agreement;


 


(viii)                 any Financial
Indebtedness subject to any Debt Purchase Transaction shall not be taken into
account for purposes of the definitions of “Consolidated Total Debt” and “Consolidated
Senior Debt”;


 


(ix)                         no
profits or losses resulting from Debt Purchase Transactions shall be taken into
account for the calculation of the Consolidated Operating Cashflow;


 


(x)                            any
Obligor holding any Outstandings purchased pursuant to a Debt Purchase
Transaction shall not be able to exercise any enforcement rights in relation
thereto under any of the Relevant Finance Documents;


 


(xi)                         any
Outstandings purchased pursuant to a Debt Purchase Transaction shall be subject
to security in favour of the Lenders; and


 


(xii)                      any
Obligor holding any Outstandings purchased pursuant to a Debt Purchase
Transaction shall not receive any proceeds of (A) any mandatory or voluntary
prepayment or (B) any enforcement under any Relevant Finance Document
until all other Lenders under the applicable Facility have been repaid in full.


 


(c)                           For so long as an Obligor (i) beneficially
owns a Commitment or (ii) has entered into a sub-participation agreement
relating to a Commitment or other agreement or arrangement having a
substantially similar economic effect and such agreement or arrangement has not
been terminated:


 


(i)                              in
determining whether the requisite level of consent has been obtained to approve
any request for a consent, waiver, amendment or other vote under the Relevant
Finance Documents such Commitment shall be deemed to be zero; and


 


(ii)                           for
the purposes of Clause 44.2 (Consents), such
Obligor or the person with whom it has entered into such sub-participation,
other agreement or arrangement shall be deemed not to be a Lender.


 


(d)                          Each Lender shall, unless such Debt
Purchase Transaction is an assignment or transfer, promptly notify the Facility
Agent in writing if it knowingly enters into a Debt Purchase Transaction with
an Obligor (a “Notifiable Debt Purchase
Transaction”), such notification to be substantially in the form set
out in Schedule 14 (Form of Notifiable
Debt Purchase Transaction Notice).


 


(e)                           Each Obligor that is a Lender agrees
that:


 


(i)                              in
relation to any meeting or conference call to which all the Lenders are invited
to attend or participate, it shall not attend or participate in the same if so
requested by the Facility Agent or, unless the Facility Agent otherwise agrees,
be entitled to receive the agenda or any minutes of the same; and


 


(ii)                           in
its capacity as Lender, unless the Facility Agent otherwise agrees, it shall
not be entitled to receive any report or other document prepared at the behest
of, or on the instructions of, the Facility Agent or one or more of the
Lenders.


 


(f)                             In the event that a member of the Group
that is not a member of the Bank Group enters into a Debt Purchase Transaction,
paragraphs (b)(i), (b)(ii), (b)(iii), b(v), b(vi), 


 


195

















 


(b)(vii), (b)(viii), (b)(ix),
(b)(x), (b)(xii), (c), (d) and (e) shall apply as if such member of
the Group were an Obligor.


 


39.                                   COSTS AND EXPENSES


 


39.1                             Transaction  Costs


 


Each Borrower shall, promptly on demand from the Facility Agent (unless
the relevant cost or expense is being queried by a Borrower in good faith),
reimburse the Facility Agent, the Security Trustee and each of the Arrangers
for all reasonable out-of-pocket costs and expenses (including reasonable legal
fees and disbursements of legal counsel, any value added tax thereon and all
travel and other reasonable out-of-pocket expenses) incurred by them in
connection with the negotiation, preparation, execution, perfection, printing
and distribution of the Relevant Finance Documents and the completion of the
transactions therein contemplated, subject in each case to any limits or caps
agreed between the Arrangers and the Company from time to time or otherwise set
out in any Fee Letter or the B Facility Syndication Letter.


 


39.2                             Preservation and
Enforcement Costs


 


Each Borrower shall, promptly on demand of the Facility Agent, reimburse
each Relevant Finance Party for all third party costs and expenses (including
legal fees and any value added tax thereon) incurred in or in connection with
the preservation and/or enforcement of any of the rights of such Relevant
Finance Party under the Relevant Finance Documents provided that any such costs
and expenses incurred in connection with the preservation of such rights are
reasonable.


 


39.3                             Stamp  Taxes


 


Each Borrower shall pay all stamp, registration, documentary and other
taxes (including any penalties, additions, fines, surcharges or interest
relating thereto) to which any of the Relevant Finance Documents or any
judgment given in connection therewith is or at any time may be subject and
shall with effect from the Original Execution Date and from time to time
thereafter within 10 Business Days of demand from the Facility Agent, indemnify
the Relevant Finance Parties against any liabilities, costs, claims and
expenses resulting from any failure to pay or any delay in paying those
taxes.  The Facility Agent shall be
entitled (but not obliged) to pay those taxes (whether or not they are its
primary responsibility) and to the extent that it does so claim under this
Clause 39.3.


 


39.4                             Amendments, Consents
and Waivers


 


If an Obligor requests any amendment, consent or waiver in accordance
with Clause 44 (Amendments),
the relevant Obligor shall, promptly on demand reimburse the Facility Agent and
the Security Trustee, for all third party costs and expenses (including legal
fees) reasonably incurred by the Facility Agent and the Security Agent (and in
the case of the Security Agent, by any receiver or delegate) in responding to,
evaluating, negotiating or complying with that request or requirement.


 


39.5                             Lenders’ Indemnity


 


If any Obligor fails to perform any of its obligations under this
Clause 39, each Lender shall indemnify and hold harmless each of the
Facility Agent, the Arrangers and/or the Security Trustee from and against its
Proportion (as determined at all times for these purposes in accordance with
paragraph (c) of the definition of “Proportion”) of any loss incurred by
any of them as a result of such failure and the relevant Obligor shall
forthwith reimburse each Lender for any payment made by it pursuant to this
Clause 39.5.


 


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39.6                             Value Added Tax


 


(a)                           All amounts expressed to be payable
under any Relevant Finance Document by any Obligor to a Relevant Finance Party
shall be exclusive of any VAT.  If VAT is
chargeable on any supply made by a Relevant Finance Party to any Obligor under
any Relevant Finance Document (whether that supply is taxable pursuant to the
exercise of an option or otherwise), the relevant Relevant Finance Party shall
provide a VAT invoice to the Obligor and that Obligor shall pay to that
Relevant Finance Party (in addition to and at the same time as paying that
consideration) the VAT as further consideration.


 


(b)                          No payment or other consideration to be
made or furnished to any Obligor pursuant to or in connection with any Relevant
Finance Document may be increased or added to by reference to (or as a result
of any increase in the rate of) any VAT which shall be or may become chargeable
in respect of any taxable supply.


 


(c)                           Where a Relevant Finance Document
requires any party to reimburse a Relevant Finance Party for any costs or
expenses, that party shall also pay any amount of those costs or expenses
incurred referable to VAT chargeable thereon.


 


(d)                          If VAT is or becomes chargeable on any
supply made by any Relevant Finance Party (the “Supplier”) to any other Relevant Finance Party (the “Recipient”) under a Relevant Finance
Document, and any party other than the Recipient (the “Subject Party”) is required by the terms of
any Relevant Finance Document to pay an amount equal to the consideration for
such supply to the Supplier (rather than being required to reimburse the
Recipient in respect of that consideration), such party shall also pay to the
Supplier (in addition to and at the same time as paying such amount) an amount
equal to the amount of such VAT.  The
Recipient will promptly pay to the Subject Party an amount equal to any credit
or repayment obtained by the Recipient from the relevant tax authority which
the Recipient reasonably determines is in respect of such VAT.


 


40.                                   REMEDIES AND
WAIVERS


 


No failure to exercise, nor any delay in exercising, on the part of the
Relevant Finance Parties or any of them, any right or remedy under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right or remedy prevent any further or other exercise thereof
or the exercise of any other right or remedy. 
The rights and remedies provided in this Agreement are cumulative and
not exclusive of any rights or remedies provided by Law.


 


41.                                   NOTICES AND
DELIVERY OF INFORMATION


 


41.1                             Writing


 


Each communication to be made under this Agreement shall be made in
writing and, unless otherwise stated, shall be made by fax, telex or letter.


 


41.2                             Giving of Notice


 


Any communication or document to be made or delivered by one person to
another pursuant to this Agreement shall in the case of any person other than a
Lender (unless that other person has by 10 Business Days written notice to the
Facility Agent specified another address) be made or delivered to that other
person at the address identified with its signature below or, in the case of a
Lender, at the address from time to time designated by it to the Facility Agent
for the purpose of this Agreement (or, in the case of a New Lender at the end 


 


197

















 


of the Transfer Deed to which it is a party as New Lender) and shall be
deemed to have been made or delivered when despatched (in the case of any
communication made by fax) or (in the case of any communication made by letter)
when left at the address or (as the case may be) 5 Business Days after being
deposited in the post postage prepaid in an envelope addressed to it at that
address provided that any communication or document to be made or delivered to
the Facility Agent shall be effective only when received by the Facility Agent
and then only if the same is expressly marked for the attention of the
department or officer identified with the Facility Agent’s signature below (or
such other department or officer as the relevant Agent shall from time to time
specify by not less than 10 Business Days prior written notice to the Company
for this purpose).


 


41.3                             Use of Websites/E-mail


 


(a)                           An Obligor may (and upon request by the
Facility Agent, shall) satisfy its obligations under this Agreement to deliver
any information in relation to those Lenders (the “Website Lenders”) who have not objected to the delivery of
information electronically by posting this information onto an electronic
website designated by the Company and the Facility Agent (the “Designated Website”) or by e-mailing such
information to the Facility Agent, if:


 


(i)                              the
Facility Agent expressly agree that they will accept communication and delivery
of any documents required to be delivered pursuant to this Agreement by this
method;


 


(ii)                           in
the case of posting to the Designated Website, the Company and the Facility
Agent are aware of the address of, and any relevant password specifications
for, the Designated Website; and


 


(iii)                        the
information is in a format previously agreed between the Company and the
Facility Agent.


 


(b)                          If any Lender (a “Paper Form Lender”) objects to the delivery
of information electronically then the Facility Agent shall notify the Company
accordingly and the Company shall supply the information to the Facility Agent
(in sufficient copies for each Paper Form Lender) in paper form.


 


(c)                           The Facility Agent shall supply each
Website Lender with the address of, and any relevant password specifications
for, the Designated Website following designation of that website by the
Company and the Facility Agent.


 


(d)                          Any Website Lender may request, through
the Facility Agent, one paper copy of any information required to be provided
under this Agreement which is posted onto the Designated Website.  The Company shall comply with any such
request within 10 Business Days.


 


(e)                           Subject to the other provisions of this
Clause 41.3, 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 agree that:


 


(i)                              they
will accept delivery of documents required to be delivered under Clause 22
(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)                           they
have agreed to the format of the information required to be delivered under
Clause 22 (Financial Information).


 


41.4                             Public Information


 


(a)                           The Company hereby acknowledges that
certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not
wish to receive material non-public information with respect to the Company,
the Group and/or its business) (each, a “Public
Lender”).


 


(b)                          The Company hereby agrees that if and
for so long as any member of the Group is the issuer of any outstanding debt or
equity securities that are registered or issued pursuant to a private offering
or is actively contemplating issuing any such securities it will use commercially
reasonable efforts to identify that portion of any materials and/or information
provided by or on behalf of the Company hereunder (collectively, “Company Materials”) that may be distributed
to the Public Lenders and that:


 


(i)                              all
such Company Materials shall be clearly and conspicuously marked “PUBLIC”
which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently
on the first page thereof;


 


(ii)                           by
marking Company Materials “PUBLIC”, the Company shall be deemed to have
authorized the Facility Agent and the Lenders to treat such Company Materials
as not containing any material non-public information (although it may be
sensitive and proprietary) with respect to the Company, the Group and/or its
business for purposes of United States federal and state securities laws;


 


(iii)                        all
Company Materials marked “PUBLIC” shall be made available on the Designated
Website under the title “PUBLIC”; and


 


(iv)                       the
Facility Agent shall be entitled to post any Company Materials that are not
marked “PUBLIC” on to the Designated Website without specifying in the title of
such document whether such information is public.


 


(c)                           Notwithstanding the foregoing, the
Company shall be under no obligation to mark any Company Materials “PUBLIC”.
Each of Facility Agent and the Lenders hereby acknowledge that in respect of
any obligation of the Obligors to deliver information to the Relevant Finance
Parties under this Agreement, such obligation shall be deemed to have been
satisfied notwithstanding the determination of any Public Lender not to view
such information by reason of it not having been marked with the title “PUBLIC”.  The foregoing provisions of this
Clause 41.4 shall be without prejudice to the provisions of Clause 30
(Role of the Facility Agent, the Arrangers, the L/C
Banks and Others) and Clause 37.10 (Disclosure
of Information) hereof.


 


41.5                             Electronic
Communication


 


(a)                           Any communication to be made between
the Facility Agent and any Lender under or in connection with the Relevant
Finance Documents may be made by electronic mail or other electronic means, if
the relevant Agent and the relevant Lender:


 


(i)                              agree
that, unless and until notified to the contrary, this is to be an accepted form
of communication;


 


(ii)                           notify
each other in writing of their electronic mail address and/or any other
information required to enable the sending and receipt of information by that
means; and


 


199
















 


(iii)                        notify
each other of any change to their address or any other such information
supplied by them.


 


(b)                          Any electronic communication made
between the Facility Agent and a Lender will be effective only when actually
received in readable form and in the case of any electronic communication made
by a Lender to the Facility Agent only if it is addressed in such a manner as
the Facility Agent shall specify for this purpose.


 


41.6                               Certificates of
Officers


 


All certificates
of officers of any company hereunder may be given on behalf of the relevant
company and in no event shall personal liability attach to such an officer.


 


41.7                               Patriot Act


 


Each Lender
subject to the USA Patriot Act (Title 111 of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Patriot Act”) hereby notifies the
Ultimate Parent and the Company that pursuant to the requirements of the
Patriot Act, it is required to obtain, verify and record information that
identifies the Ultimate Parent, the Parent, the Company and the other Obligors
and other information that will allow such Lender to identify Parent, the
Company and the other Obligors in accordance with the Patriot Act.


 


41.8                               Communication when
Facility Agent is Impaired Agent


 


If the Facility
Agent is an Impaired Agent the Relevant Finance Parties may, instead of
communicating with each other through the Facility Agent, communicate with each
other directly and (while the Facility Agent is an Impaired Agent) all the
provisions of the Relevant Finance Documents which require communications to be
made or notices to be given to or by the Facility Agent shall be varied so that
communications may be made and notices given to or by the Relevant Finance
Parties to this Agreement directly.  This
provision shall not operate after a replacement Facility Agent has been
appointed.


 


42.                                     ENGLISH LANGUAGE


 


Each communication
and document made or delivered by one party to another pursuant to this
Agreement shall be in the English language or accompanied by a translation of
it into English certified (by an officer of the person making or delivering the
same) as being a true and accurate translation of it.


 


43.                                     PARTIAL INVALIDITY


 


If, at any time,
any provision of this Agreement is or becomes illegal, invalid or unenforceable
in any respect under the Law of any jurisdiction, such illegality, invalidity
or unenforceability shall not affect:


 


(a)                           the legality, validity or
enforceability of the remaining provisions of this Agreement; or


 


(b)                          the legality, validity or
enforceability of such provision under the Law of any other jurisdiction.


 


44.                                     AMENDMENTS


 


44.1                               Amendments Generally


 


Except as
otherwise provided in this Agreement, the Facility Agent, if it has the prior
written consent of an Instructing Group, and the Obligors affected thereby, may
from time to time agree in writing to amend any Relevant Finance Document or to
consent to or waive, 


 


200

















 


prospectively or
retrospectively, any of the requirements of any Relevant Finance Document and
any amendments, consents or waivers so agreed shall be binding on all the
Relevant Finance Parties and the Obligors. 
For the avoidance of doubt, any amendments relating to this Agreement
shall only be made in accordance with the provisions of this Agreement and any
amendments relating to a Hedging Agreement shall only be made in accordance
with the provisions of such Hedging Agreement, in each case notwithstanding any
other provisions of the Relevant Finance Documents.


 


44.2                               Consents


 


An amendment,
consent or waiver relating to the following matters (including any technical
consequential amendments relating to such amendment, consent or waiver) may be
made with the prior written consent of each Lender affected thereby and without
the consent of any other Lender:


 


(a)                           any increase in the principal amount of
any Commitment of such Lender;


 


(b)                          a reduction in the proportion of any
amount received or recovered (whether by way of set-off, combination of
accounts or otherwise) in respect of any amount due from the Parent or any
Obligor under this Agreement to which such Lender is entitled;


 


(c)                           a decrease in any Applicable Margin
for, or the principal amount of, any Advance, any Documentary Credit or any
interest payment, fees or other amounts due under this Agreement to such Lender
from the Parent or any Obligor or any other party to this Agreement;


 


(d)                          any change in the currency of account
(other than a change resulting from the United Kingdom becoming a Participating
Member State);


 


(e)                           unless otherwise specified the deferral
of the date for payment of any principal, interest, fee or any other amount due
under this Agreement to such Lender from the Parent or any Obligor or any other
party to this Agreement;


 


(f)                             the deferral of any Termination Date or
Final Maturity Date;


 


(g)                          any reduction to the percentage set
forth in the definition of Instructing Group; or


 


(h)                          a change to this Clause 44.2 and
Clause 44.4 (Guarantees and Security).


 


44.3                               Technical Amendments


 


Notwithstanding
any other provision of this Clause 44, the Facility Agent may at any time
without the consent or sanctions of the Lenders, concur with the Company in
making any modifications to any Relevant Finance Document, which in the opinion
of the Facility Agent would be proper to make provided that the Facility Agent
is of the opinion that such modification would not be 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.  Any such modification
shall be made on such terms as the Facility Agent may determine, shall be
binding upon the Lenders, and shall be notified by the Company to the Lenders
as soon as practicable thereafter.


 


44.4                               Guarantees and
Security


 


A waiver of
issuance or the release of any Guarantor from any of its obligations under
Clause 29 (Guarantee and Indemnity) or a
release of any Security under the Security Documents, in each case, other than
in accordance with the terms of any Relevant Finance Document shall require the
prior written consent of affected Lenders whose Available 


 


201

















 


Commitments plus
Outstandings amount in aggregate to more than 90 per cent. of the Available
Facilities plus aggregate Outstandings.


 


44.5                               Release of Guarantees
and Security


 


(a)                           Subject to paragraph (b) below, at
the time of completion of any disposal by the Parent or any Obligor of any
shares, assets or revenues the Security Trustee shall (and it is hereby
authorised by the other Relevant Finance Parties to) at the request of and cost
of the relevant Obligor, execute such documents as may be required to:


 


(i)                              release
those shares, assets or revenues from Security constituted by any relevant
Security Document or certify that any floating charge constituted by any
relevant Security Documents over such assets, revenues or rights has not
crystallised; and


 


(ii)                           release
any person which as a result of that disposal, ceases to be the Parent or any
Obligor, from any guarantee, indemnity or Security Document to which it is a
party and its other obligations under any other Relevant Finance Document.


 


(b)                          The Security Trustee shall only be
required under paragraph (a) above to grant the release of any Security or
to deliver a certificate of non-crystallisation on account of a disposal as
described in that paragraph if


 


(i)                              the
disposal is permitted under Clause 25.6 (Disposals)
or otherwise with the consent of an Instructing Group; and


 


(ii)                           to
the extent that the disposal is to be in exchange for replacement assets the
Security Trustee has either received (or is satisfied, acting reasonably, that
it will receive immediately following the disposal) one or more duly executed
Security Documents granting Security over those replacement assets or is
satisfied, acting reasonably, that the replacement assets will be subject to
Security pursuant to any existing Security Documents.


 


(c)                           If
at any time the Obligors at the relevant time represent a percentage which is
greater than that required to satisfy the 80% Security Test and the Company
provides a certificate to the Facility Agent certifying that upon the release
of one or more specified Obligors from its obligations under this Agreement the
80% Security Test would continue to be satisfied, the Security Trustee shall (and
it is hereby authorised by the other Relevant Finance Parties to) at the
request and cost of the Company, execute such documents as may be required to
release such specified Obligors from any guarantees, indemnities and/or
Security Documents to which it is a party and to release it from its other
obligations under any Relevant Finance Document.  Any Obligor, whose
assets are to be released by this paragraph (c) or any other provision of
this Agreement or the Relevant Finance Documents and who as a result will not
have granted security over all or substantially all of its assets for the
benefit of the Relevant Finance Parties, shall, for purposes of the
determination of the 80% Security Test, not be treated as an Obligor for the
calculation in the preceding sentence and on a going forward basis. The release provisions of this
paragraph (c) shall not permit any release of any guarantees or Security
in favour of the Relevant Finance Parties, in each case, of the
Parent, the Company, New Intermediate Holdco and any Borrower (other than the
Company) for as long as such entity is a Borrower.


 


(d)                          The Security Trustee shall (and it is
hereby authorised by the other Relevant Finance Parties to) at the cost of the
relevant Obligor, execute such documents as may be required or desirable to
effect any release (i) permitted under Clause 10.2 (Releases)



 


202

















 


and Clause
10.3 (Release of Obligors), in each case, of
the Security Trust Agreement, (ii) to which a prior written consent of the
relevant Lenders has been granted in accordance with Clause 44.4 (Guarantees and Security) and (iii) required to permit
the granting of any Encumbrance permitted under paragraphs (d), (g), (h),
(i), (k), (l), (m) and (p)(i) of Clause 25.2 (Negative Pledge).


 


44.6                               Amendments Affecting
the Facility Agent


 


Notwithstanding
any other provision of this Agreement, the Facility Agent shall not be obliged
to agree to any amendment, consent or waiver if the same would:


 


(a)                           amend or waive any provision of
Clause 30 (Role of the Facility Agent, the Arrangers,
the L/C Banks and Others), Clause 37.10 (Disclosure
of Information), Clause 39 (Costs and Expenses)
or this Clause 44; 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.


 


44.7                               Calculation of Consent


 


Where a request
for a waiver of, or an amendment to, any provision of any Relevant Finance
Document has been sent by the Facility Agent to the Lenders at the request of
an Obligor, each Lender that does not respond to such request for waiver or
amendment within 30 days after receipt by it of such request (or within such
other period as the Facility Agent and the Company shall specify), shall be
excluded from the calculation in determining whether the requisite level of
consent to such waiver or amendment was granted.


 


44.8                               Disenfranchisement of
Defaulting Lenders


 


(a)                           For so long as a Defaulting Lender has
any Available Commitments, in determining whether the requisite level of
consent has been obtained for a consent, waiver, amendment or other vote under
the Relevant Finance Documents, that Defaulting Lender’s Commitments will be
reduced by the amount of its Available Commitments.


 


(b)                          For the purposes of this Clause 44.8,
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,


 


unless it has received notice
to the contrary from the Lender concerned (together with any supporting evidence
reasonably requested by the Facility Agent) or the Facility Agent is otherwise
aware that the Lender has ceased to be a Defaulting Lender.


 


44.9                               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,


 


203

















 


then the Company may, on not
less than 3 Business Days prior notice to the Facility Agent and that Lender
(A), replace that Lender by requiring it to (and that Lender shall) transfer
all of its rights and obligations under this Agreement to a Lender or other
person selected by the Company for a purchase price equal to the outstanding
principal amount of such Lender’s share in the outstanding Loans and all
accrued interest and fees and other amounts payable to it under this Agreement
or (B) prepay that Lender all but not part of its share in its outstanding
Loans and all accrued interest and fees and other amounts payable to it under
this Agreement from retained Excess Cash Flow, permitted Subordinated Funding
or New Equity received by the Group. Any notice delivered under this
paragraph (a) shall be accompanied by a Transfer Deed complying with
Clause 37 (Assignments and Transfers), which
Transfer Deed shall be immediately executed by the relevant Non-Consenting
Lender or, as the case may be, Non-Funding Lender and returned to the Company.
If a Lender does not execute and/or return a Transfer Deed as required by this
paragraph (a) within two Business Days of delivery by the Company,
the Facility Agent shall execute (and is hereby irrevocably authorised by the
relevant Lender to do so) that Transfer Deed on behalf of such Lender.


 


(b)                          The Company shall have no right to
replace the Arranger, the Facility Agent or the Security Trustee and none of
the foregoing nor shall any Lender have any obligation to the Company to find a
replacement Lender or other such entity. The Company may only exercise its
replacement or prepayment rights in respect of any relevant Lender within 90 days
of becoming entitled to do so on each occasion such Lender is a Non-Consenting
Lender or a Non-Funding Lender.


 


(c)                           In no event shall the Lender being
replaced be required to pay or surrender to such replacement Lender or other
entity any of the fees received by such Lender being replaced pursuant to this
Agreement.


 


45.                                     THIRD PARTY RIGHTS


 


(a)                           A person which is not a party to this
Agreement (a “third party”) shall
have no right to enforce any of its provisions except that:


 


(i)                              a
third party shall have those rights it would have had if the Contracts (Rights
of Third Parties) Act 1999 had not come into effect; and


 


(ii)                           each
of Clause 17.3 (Tax Indemnity),
Clause 18 (Increased Costs) and
Clause 30.9 (Exclusion of Liability) shall be
enforceable by any third party referred to in such clause as if such third
party were a party to this Agreement.


 


(b)                          The parties to this Agreement may
without the consent of any third party vary or rescind this Agreement.


 


46.                                     COUNTERPARTS


 


This Agreement may
be executed in any number of counterparts and all of such counterparts taken
together shall be deemed to constitute one and the same instrument.


 


47.                                     GOVERNING LAW


 


This Agreement,
including all non-contractual obligations arising out of or in connection with
it, shall be governed by, and construed in accordance with, English Law.


 


204

















 


48.                                     JURISDICTION


 


48.1                               Courts


 


Each of the
parties to this Agreement irrevocably agrees for the benefit of each of the
Relevant Finance Parties that the courts of England shall have exclusive
jurisdiction to hear and determine any suit, action or proceedings, and to
settle any disputes, which may arise out of or in connection with this
Agreement or any non-contractual obligation arising out of or in connection
with this Agreement (respectively “Proceedings”
and “Disputes”) and, for such purposes,
irrevocably submits to the jurisdiction of such courts.


 


48.2                               Waiver


 


Each of the
Obligors irrevocably waives any objection which it might now or hereafter have
to Proceedings being brought or Disputes settled in the courts of England and
agrees not to claim that any such court is an inconvenient or inappropriate
forum.


 


48.3                               Service of Process


 


Each of the
Obligors which is not incorporated in England agrees that the process by which
any Proceedings are begun may be served on it by being delivered in connection
with any Proceedings in England, to the Company at its registered office for
the time being and the Company, by its signature to this Agreement, accepts its
appointment as such in respect of each such Obligor.  If the appointment of the person mentioned in
this Clause 48.3 ceases to be effective in respect of any of the Obligors the
relevant Obligor shall immediately appoint a further person in England to
accept service of process on its behalf in England and, failing such
appointment within 15 days, the Facility Agent shall be entitled to appoint
such person by notice to the relevant Obligor. Nothing contained in this
Agreement shall affect the right to serve process in any other manner permitted
by Law.


 


48.4                               Proceedings in Other
Jurisdictions


 


Nothing in
Clause 48.1 (Courts) shall (and shall not be
construed so as to) limit the right of the Relevant Finance Parties or any of
them to take Proceedings against any of the Obligors in any other court of
competent jurisdiction nor shall the taking of Proceedings in any one or more
jurisdictions preclude the taking of Proceedings in any other jurisdiction
(whether concurrently or not) if and to the extent permitted by applicable Law.


 


48.5                               General Consent


 


Each of the
Obligors consents generally in respect of any Proceedings to the giving of any
relief or the issue of any process in connection with such Proceedings
including the making, enforcement or execution against any property whatsoever
(irrespective of its use or intended use) of any order or judgment which may be
made or given in such Proceedings.


 


48.6                               Waiver of Immunity


 


To the extent that
any Obligor may in any jurisdiction claim for itself or its assets or revenues
immunity from suit, execution, attachment (whether in aid of execution, before
judgment or otherwise) or other legal process and to the extent that in any
such jurisdiction there may be attributed to itself, its assets or revenues such
immunity (whether or not claimed), such Obligor irrevocably agrees not to
claim, and irrevocably waives, such immunity to the full extent permitted by
the laws of such jurisdiction.


 


This
Agreement has been entered into on the date stated at the beginning of this
Agreement.


 


205
















 


SCHEDULE 1


 


PART 1 - LENDERS AND COMMITMENTS


 


	
  Lender

  	
   

  	
  Revolving
  Facility

  Commitment (£)

  	
   

  	
  A
  Facility Commitment (£)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deutsche Bank
  AG, London Branch

  	
   

  	
  25,000,000

  	
   

  	
  100,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BNP Paribas
  London Branch

  	
   

  	
  25,000,000

  	
   

  	
  100,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank of America,
  N.A.

  	
   

  	
  25,000,000

  	
   

  	
  100,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Crédit Agricole
  Corporate and Investment Bank

  	
   

  	
  25,000,000

  	
   

  	
  100,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GE Corporate
  Finance Bank SAS

  	
   

  	
  25,000,000

  	
   

  	
  100,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Goldman Sachs
  Lending Partners LLC

  	
   

  	
  25,000,000

  	
   

  	
  100,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JPMorgan Chase
  Bank, N.A. London Branch

  	
   

  	
  25,000,000

  	
   

  	
  100,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lloyds TSB Bank
  plc

  	
   

  	
  25,000,000

  	
   

  	
  100,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Royal Bank
  of Scotland plc

  	
   

  	
  25,000,000

  	
   

  	
  100,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UBS Limited

  	
   

  	
  25,000,000

  	
   

  	
  100,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Commitments

  	
   

  	
  250,000,000

  	
   

  	
  1,000,000,000

  	
   

  



 


206

















 


SCHEDULE
1


 


PART 2 - LENDERS TAX
STATUS


 


	
  Lender

  	
   

  	
  Tax
  Status

  
	
   

  	
   

  	
   

  
	
  Deutsche Bank
  AG, London Branch

  	
   

  	
  UK Bank Lender

  
	
   

  	
   

  	
   

  
	
  BNP Paribas
  London Branch

  	
   

  	
  UK Bank Lender

  
	
   

  	
   

  	
   

  
	
  Bank of America,
  N.A.

  	
   

  	
  UK Bank Lender

  
	
   

  	
   

  	
   

  
	
  Crédit Agricole
  Corporate and Investment Bank

  	
   

  	
  UK Bank Lender

  
	
   

  	
   

  	
   

  
	
  GE Corporate
  Finance Bank SAS

  	
   

  	
  UK Treaty Lender

  
	
   

  	
   

  	
   

  
	
  Goldman Sachs
  Lending Partners LLC

  	
   

  	
  UK Treaty Lender

  
	
   

  	
   

  	
   

  
	
  JPMorgan Chase
  Bank, N.A. London Branch

  	
   

  	
  UK Bank Lender

  
	
   

  	
   

  	
   

  
	
  Lloyds TSB Bank
  plc

  	
   

  	
  UK Bank Lender

  
	
   

  	
   

  	
   

  
	
  The Royal Bank
  of Scotland plc

  	
   

  	
  UK Bank Lender

  
	
   

  	
   

  	
   

  
	
  UBS Limited

  	
   

  	
  UK Bank Lender

  



 


207
















 


SCHEDULE 2


 


PART 1 - THE ORIGINAL
GUARANTORS


 


	
   

  	
   

  	
  NAME

  	
   

  	
  Jurisdiction
  of

  Incorporation

  	
   

  	
  Company

  number (if

  applicable)

  
	
  1.

  	
   

  	
  Andover
  Cablevision Limited

  	
   

  	
  England

  	
   

  	
  01932254

  
	
  2.

  	
   

  	
  Anglia Cable
  Communications Limited

  	
   

  	
  England

  	
   

  	
  02433857

  
	
  3.

  	
   

  	
  Avon Cable Joint
  Venture

  	
   

  	
  England

  	
   

  	
   

  
	
  4.

  	
   

  	
  BCMV Limited

  	
   

  	
  England

  	
   

  	
  03074517

  
	
  5.

  	
   

  	
  Berkhamsted
  Properties & Building Contractors Limited

  	
   

  	
  England

  	
   

  	
  00958564

  
	
  6.

  	
   

  	
  Birmingham Cable
  Corporation Limited

  	
   

  	
  England

  	
   

  	
  02170379

  
	
  7.

  	
   

  	
  Birmingham Cable
  Limited

  	
   

  	
  England

  	
   

  	
  02244565

  
	
  8.

  	
   

  	
  Cable Camden
  Limited

  	
   

  	
  England

  	
   

  	
  01795642

  
	
  9.

  	
   

  	
  Cable Enfield
  Limited

  	
   

  	
  England

  	
   

  	
  02466511

  
	
  10.

  	
   

  	
  Cable
  Hackney & Islington Limited

  	
   

  	
  England

  	
   

  	
  01795641

  
	
  11.

  	
   

  	
  Cable Haringey
  Limited

  	
   

  	
  England

  	
   

  	
  01808589

  
	
  12.

  	
   

  	
  Cable London
  Limited

  	
   

  	
  England

  	
   

  	
  01794264

  
	
  13.

  	
   

  	
  Cable Television
  Limited

  	
   

  	
  England

  	
   

  	
  00683065

  
	
  14.

  	
   

  	
  Cable Thames
  Valley Limited

  	
   

  	
  England

  	
   

  	
  02254089

  
	
  15.

  	
   

  	
  Cabletel (UK)
  Limited

  	
   

  	
  England

  	
   

  	
  02835551

  
	
  16.

  	
   

  	
  CableTel Cardiff
  Limited

  	
   

  	
  England

  	
   

  	
  02740659

  
	
  17.

  	
   

  	
  CableTel Central
  Hertfordshire Limited

  	
   

  	
  England

  	
   

  	
  02347168

  
	
  18.

  	
   

  	
  CableTel Hertfordshire
  Limited

  	
   

  	
  England

  	
   

  	
  02381354

  
	
  19.

  	
   

  	
  CableTel Herts
  and Beds Limited

  	
   

  	
  England

  	
   

  	
  01785533

  
	
  20.

  	
   

  	
  CableTel
  Investments Limited

  	
   

  	
  England

  	
   

  	
  03157216

  
	
  21.

  	
   

  	
  CableTel Newport

  	
   

  	
  England

  	
   

  	
  02478879

  
	
  22.

  	
   

  	
  CableTel North
  Bedfordshire Limited

  	
   

  	
  England

  	
   

  	
  02455397

  
	
  23.

  	
   

  	
  CableTel Surrey
  and Hampshire Limited

  	
   

  	
  England

  	
   

  	
  02740651

  
	
  24.

  	
   

  	
  CableTel Telecom
  Supplies Limited

  	
   

  	
  England

  	
   

  	
  02919285

  
	
  25.

  	
   

  	
  CableTel West
  Glamorgan Limited

  	
   

  	
  England

  	
   

  	
  00623197

  



 


208

















 


	
  26.

  	
   

  	
  CableTel West
  Riding Limited

  	
   

  	
  England

  	
   

  	
  02372564

  
	
  27.

  	
   

  	
  Cambridge Cable
  Services Limited

  	
   

  	
  England

  	
   

  	
  03262220

  
	
  28.

  	
   

  	
  Cambridge
  Holding Company Limited

  	
   

  	
  England

  	
   

  	
  02670603

  
	
  29.

  	
   

  	
  CCL Corporate
  Communication Services Limited

  	
   

  	
  England

  	
   

  	
  02955679

  
	
  30.

  	
   

  	
  Central Cable
  Holdings Limited

  	
   

  	
  England

  	
   

  	
  03008567

  
	
  31.

  	
   

  	
  Columbia
  Management Limited

  	
   

  	
  England

  	
   

  	
  02361163

  
	
  32.

  	
   

  	
  ComTel Cable
  Services Limited

  	
   

  	
  England

  	
   

  	
  02265315

  
	
  33.

  	
   

  	
  ComTel Coventry
  Limited

  	
   

  	
  England

  	
   

  	
  00277802

  
	
  34.

  	
   

  	
  Continental
  Shelf 16 Limited

  	
   

  	
  England

  	
   

  	
  03005499

  
	
  35.

  	
   

  	
  Credit-Track
  Debt Recovery Ltd

  	
   

  	
  England

  	
   

  	
  02425789

  
	
  36.

  	
   

  	
  Crystal Palace
  Radio Limited

  	
   

  	
  England

  	
   

  	
  01459745

  
	
  37.

  	
   

  	
  Diamond Cable
  Communications Limited

  	
   

  	
  England

  	
   

  	
  02965241

  
	
  38.

  	
   

  	
  Digital
  Television Network Limited

  	
   

  	
  England

  	
   

  	
  03288768

  
	
  39.

  	
   

  	
  DTELS Limited

  	
   

  	
  England

  	
   

  	
  02834403

  
	
  40.

  	
   

  	
  East Coast Cable
  Limited

  	
   

  	
  England

  	
   

  	
  02352468

  
	
  41.

  	
   

  	
  Ed Stone Limited

  	
   

  	
  England

  	
   

  	
  04170969

  
	
  42.

  	
   

  	
  EMS Investments
  Limited

  	
   

  	
  England

  	
   

  	
  03373057

  
	
  43.

  	
   

  	
  Enablis Limited

  	
   

  	
  England

  	
   

  	
  03144815

  
	
  44.

  	
   

  	
  EuroBell
  (Holdings) Limited

  	
   

  	
  England

  	
   

  	
  02904215

  
	
  45.

  	
   

  	
  EuroBell (IDA)
  Limited

  	
   

  	
  England

  	
   

  	
  03373001

  
	
  46.

  	
   

  	
  EuroBell
  (No. 2) Limited

  	
   

  	
  England

  	
   

  	
  03405634

  
	
  47.

  	
   

  	
  EuroBell
  (No. 3) Limited

  	
   

  	
  England

  	
   

  	
  03006948

  
	
  48.

  	
   

  	
  EuroBell
  (No. 4) Limited

  	
   

  	
  England

  	
   

  	
  02983110

  
	
  49.

  	
   

  	
  EuroBell (South
  West) Limited

  	
   

  	
  England

  	
   

  	
  01796131

  
	
  50.

  	
   

  	
  EuroBell
  (Sussex) Limited

  	
   

  	
  England

  	
   

  	
  02272340

  
	
  51.

  	
   

  	
  EuroBell (West
  Kent) Limited

  	
   

  	
  England

  	
   

  	
  02886001

  
	
  52.

  	
   

  	
  EuroBell CPE
  Limited

  	
   

  	
  England

  	
   

  	
  02742145

  
	
  53.

  	
   

  	
  EuroBell
  Internet Services Limited

  	
   

  	
  England

  	
   

  	
  03172207

  
	
  54.

  	
   

  	
  EuroBell Limited

  	
   

  	
  England

  	
   

  	
  02983427

  
	
  55.

  	
   

  	
  Filegale Limited

  	
   

  	
  England

  	
   

  	
  02804553

  



 


209

















 


	
  56.

  	
   

  	
  Fleximedia
  Limited

  	
   

  	
  England

  	
   

  	
  02654520

  
	
  57.

  	
   

  	
  Flextech Limited

  	
   

  	
  England

  	
   

  	
  02688411

  
	
  58.

  	
   

  	
  Flextech (1992)
  Limited

  	
   

  	
  England

  	
   

  	
  01190025

  
	
  59.

  	
   

  	
  Flextech
  (Kindernet Investment) Limited

  	
   

  	
  England

  	
   

  	
  01260228

  
	
  60.

  	
   

  	
  Flextech (Travel
  Channel) Limited

  	
   

  	
  England

  	
   

  	
  03427763

  
	
  61.

  	
   

  	
  Flextech
  Broadband Limited

  	
   

  	
  England

  	
   

  	
  04125315

  
	
  62.

  	
   

  	
  Flextech
  Broadcasting Limited

  	
   

  	
  England

  	
   

  	
  04125325

  
	
  63.

  	
   

  	
  Flextech
  Business News Limited

  	
   

  	
  England

  	
   

  	
  02954531

  
	
  64.

  	
   

  	
  Flextech
  Childrens Channel Limited

  	
   

  	
  England

  	
   

  	
  02678881

  
	
  65.

  	
   

  	
  Flextech
  Communications Limited

  	
   

  	
  England

  	
   

  	
  02588902

  
	
  66.

  	
   

  	
  Flextech Digital
  Broadcasting Limited

  	
   

  	
  England

  	
   

  	
  03298737

  
	
  67.

  	
   

  	
  Flextech
  Distribution Limited

  	
   

  	
  England

  	
   

  	
  02678883

  
	
  68.

  	
   

  	
  Flextech Family
  Channel Limited

  	
   

  	
  England

  	
   

  	
  02856303

  
	
  69.

  	
   

  	
  Flextech IVS
  Limited

  	
   

  	
  England

  	
   

  	
  02678882

  
	
  70.

  	
   

  	
  Flextech Media
  Holdings Limited

  	
   

  	
  England

  	
   

  	
  02678886

  
	
  71.

  	
   

  	
  Flextech Music
  Publishing Limited

  	
   

  	
  England

  	
   

  	
  03673917

  
	
  72.

  	
   

  	
  Flextech Video
  Games Limited

  	
   

  	
  England

  	
   

  	
  02670821

  
	
  73.

  	
   

  	
  Flextech-Flexinvest
  Limited

  	
   

  	
  England

  	
   

  	
  01192945

  
	
  74.

  	
   

  	
  General Cable
  Group Limited

  	
   

  	
  England

  	
   

  	
  02872852

  
	
  75.

  	
   

  	
  General Cable
  Holdings Limited

  	
   

  	
  England

  	
   

  	
  02798236

  
	
  76.

  	
   

  	
  General Cable
  Limited

  	
   

  	
  England

  	
   

  	
  02369824

  
	
  77.

  	
   

  	
  Heartland
  Cablevision (UK) Limited

  	
   

  	
  England

  	
   

  	
  02415170

  
	
  78.

  	
   

  	
  Heartland
  Cablevision II (UK) Limited

  	
   

  	
  England

  	
   

  	
  02443617

  
	
  79.

  	
   

  	
  Herts Cable
  Limited

  	
   

  	
  England

  	
   

  	
  02390426

  
	
  80.

  	
   

  	
  Interactive
  Digital Sales Limited

  	
   

  	
  England

  	
   

  	
  04257717

  
	
  81.

  	
   

  	
  Jewel Holdings

  	
   

  	
  England

  	
   

  	
  03085518

  
	
  82.

  	
   

  	
  Lanbase European
  Holdings Limited

  	
   

  	
  England

  	
   

  	
  02529290

  
	
  83.

  	
   

  	
  Lanbase Limited

  	
   

  	
  England

  	
   

  	
  02617729

  
	
  84.

  	
   

  	
  Lichfield Cable
  Communications Limited

  	
   

  	
  England

  	
   

  	
  03016595

  
	
  85.

  	
   

  	
  M&NW Network
  II Limited

  	
   

  	
  England

  	
   

  	
  06765761

  



 


210

















 


	
  86.

  	
   

  	
  M&NW Network
  Limited

  	
   

  	
  England

  	
   

  	
  06763496

  
	
  87.

  	
   

  	
  Maza Limited

  	
   

  	
  England

  	
   

  	
  02785299

  
	
  88.

  	
   

  	
  Metro
  Hertfordshire Limited

  	
   

  	
  England

  	
   

  	
  03092899

  
	
  89.

  	
   

  	
  Metro South
  Wales Limited

  	
   

  	
  England

  	
   

  	
  03092897

  
	
  90.

  	
   

  	
  Middlesex Cable
  Limited

  	
   

  	
  England

  	
   

  	
  02460325

  
	
  91.

  	
   

  	
  Northampton
  Cable Television Limited

  	
   

  	
  England

  	
   

  	
  02475464

  
	
  92.

  	
   

  	
  NTL (Aylesbury and
  Chiltern) Limited

  	
   

  	
  England

  	
   

  	
  02416084

  
	
  93.

  	
   

  	
  NTL
  (B) Limited

  	
   

  	
  England

  	
   

  	
  02735732

  
	
  94.

  	
   

  	
  NTL (Broadland)
  Limited

  	
   

  	
  England

  	
   

  	
  02443741

  
	
  95.

  	
   

  	
  NTL (City and
  Westminster) Limited

  	
   

  	
  England

  	
   

  	
  02809080

  
	
  96.

  	
   

  	
  NTL (County
  Durham) Limited

  	
   

  	
  England

  	
   

  	
  03128449

  
	
  97.

  	
   

  	
  NTL (CRUK)

  	
   

  	
  England

  	
   

  	
  02329254

  
	
  98.

  	
   

  	
  NTL (CWC
  Holdings)

  	
   

  	
  England

  	
   

  	
  03922682

  
	
  99.

  	
   

  	
  NTL (CWC)
  Corporation Limited

  	
   

  	
  England

  	
   

  	
  02719477

  
	
  100.

  	
   

  	
  NTL (CWC)
  Limited

  	
   

  	
  England

  	
   

  	
  03288998

  
	
  101.

  	
   

  	
  NTL (CWC)
  Management Limited

  	
   

  	
  England

  	
   

  	
  02924200

  
	
  102.

  	
   

  	
  NTL (CWC)
  No. 2 Limited

  	
   

  	
  England

  	
   

  	
  02441766

  
	
  103.

  	
   

  	
  NTL (CWC)
  No. 3 Limited

  	
   

  	
  England

  	
   

  	
  02441768

  
	
  104.

  	
   

  	
  NTL (CWC)
  No. 4 Limited

  	
   

  	
  England

  	
   

  	
  02351068

  
	
  105.

  	
   

  	
  NTL (CWC)
  Programming Limited

  	
   

  	
  England

  	
   

  	
  03403986

  
	
  106.

  	
   

  	
  NTL (CWC) UK

  	
   

  	
  England

  	
   

  	
  02463427

  
	
  107.

  	
   

  	
  NTL (Ealing)
  Limited

  	
   

  	
  England

  	
   

  	
  01721894

  
	
  108.

  	
   

  	
  NTL (Fenland)
  Limited

  	
   

  	
  England

  	
   

  	
  02459153

  
	
  109.

  	
   

  	
  NTL (Greenwich
  and Lewisham) Limited

  	
   

  	
  England

  	
   

  	
  02254009

  
	
  110.

  	
   

  	
  NTL (Hampshire)
  Limited

  	
   

  	
  England

  	
   

  	
  02351070

  
	
  111.

  	
   

  	
  NTL (Harrogate)
  Limited

  	
   

  	
  England

  	
   

  	
  02404019

  
	
  112.

  	
   

  	
  NTL (Harrow)
  Limited

  	
   

  	
  England

  	
   

  	
  02459179

  
	
  113.

  	
   

  	
  NTL (Kent)
  Limited

  	
   

  	
  England

  	
   

  	
  02456153

  
	
  114.

  	
   

  	
  NTL (Lambeth and
  Southwark) Limited

  	
   

  	
  England

  	
   

  	
  02277986

  
	
  115.

  	
   

  	
  NTL (Leeds)
  Limited

  	
   

  	
  England

  	
   

  	
  02400103

  



 


211

















 


	
  116.

  	
   

  	
  NTL (Norwich)
  Limited

  	
   

  	
  England

  	
   

  	
  02332233

  
	
  117.

  	
   

  	
  NTL
  (Peterborough) Limited

  	
   

  	
  England

  	
   

  	
  02332232

  
	
  118.

  	
   

  	
  NTL (South East)
  Limited

  	
   

  	
  England

  	
   

  	
  01870928

  
	
  119.

  	
   

  	
  NTL (South
  London) Limited

  	
   

  	
  England

  	
   

  	
  00657093

  
	
  120.

  	
   

  	
  NTL (Southampton
  and Eastleigh) Limited

  	
   

  	
  England

  	
   

  	
  01866504

  
	
  121.

  	
   

  	
  NTL (Sunderland)
  Limited

  	
   

  	
  England

  	
   

  	
  02402393

  
	
  122.

  	
   

  	
  NTL (Thamesmead)
  Limited

  	
   

  	
  England

  	
   

  	
  02461140

  
	
  123.

  	
   

  	
  NTL (V)

  	
   

  	
  England

  	
   

  	
  02719474

  
	
  124.

  	
   

  	
  NTL (Wandsworth)
  Limited

  	
   

  	
  England

  	
   

  	
  01866178

  
	
  125.

  	
   

  	
  NTL (Wearside)
  Limited

  	
   

  	
  England

  	
   

  	
  02475099

  
	
  126.

  	
   

  	
  NTL (West
  London) Limited

  	
   

  	
  England

  	
   

  	
  01735664

  
	
  127.

  	
   

  	
  NTL (Yorcan)
  Limited

  	
   

  	
  England

  	
   

  	
  02371785

  
	
  128.

  	
   

  	
  NTL (York)
  Limited

  	
   

  	
  England

  	
   

  	
  02406267

  
	
  129.

  	
   

  	
  NTL Acquisition
  Company Limited

  	
   

  	
  England

  	
   

  	
  02270117

  
	
  130.

  	
   

  	
  NTL Bolton
  Cablevision Holding Company

  	
   

  	
  England

  	
   

  	
  02422198

  
	
  131.

  	
   

  	
  NTL Business
  (Ireland) Limited

  	
   

  	
  England

  	
   

  	
  03284482

  
	
  132.

  	
   

  	
  NTL Business
  Limited

  	
   

  	
  England

  	
   

  	
  03076222

  
	
  133.

  	
   

  	
  NTL Cablecomms
  Bolton

  	
   

  	
  England

  	
   

  	
  01883383

  
	
  134.

  	
   

  	
  NTL Cablecomms
  Bromley

  	
   

  	
  England

  	
   

  	
  02422195

  
	
  135.

  	
   

  	
  NTL Cablecomms
  Bury and Rochdale

  	
   

  	
  England

  	
   

  	
  02446183

  
	
  136.

  	
   

  	
  NTL Cablecomms
  Cheshire

  	
   

  	
  England

  	
   

  	
  02379804

  
	
  137.

  	
   

  	
  NTL Cablecomms
  Derby

  	
   

  	
  England

  	
   

  	
  02387713

  
	
  138.

  	
   

  	
  NTL Cablecomms
  East Lancashire

  	
   

  	
  England

  	
   

  	
  02114543

  
	
  139.

  	
   

  	
  NTL Cablecomms
  Greater Manchester

  	
   

  	
  England

  	
   

  	
  02407924

  
	
  140.

  	
   

  	
  NTL Cablecomms
  Group Limited

  	
   

  	
  England

  	
   

  	
  03024703

  
	
  141.

  	
   

  	
  NTL Cablecomms Holdings
  No. 1 Limited

  	
   

  	
  England

  	
   

  	
  03709869

  
	
  142.

  	
   

  	
  NTL Cablecomms
  Holdings No. 2 Limited

  	
   

  	
  England

  	
   

  	
  03709840

  
	
  143.

  	
   

  	
  NTL Cablecomms
  Lancashire No. 1

  	
   

  	
  England

  	
   

  	
  02453249

  
	
  144.

  	
   

  	
  NTL Cablecomms
  Lancashire No. 2

  	
   

  	
  England

  	
   

  	
  02453059

  
	
  145.

  	
   

  	
  NTL Cablecomms
  Limited

  	
   

  	
  England

  	
   

  	
  02664006

  



 


212

















 


	
  146.

  	
   

  	
  NTL Cablecomms
  Macclesfield

  	
   

  	
  England

  	
   

  	
  02459067

  
	
  147.

  	
   

  	
  NTL Cablecomms
  Manchester Limited

  	
   

  	
  England

  	
   

  	
  02511868

  
	
  148.

  	
   

  	
  NTL Cablecomms
  Oldham and Tameside

  	
   

  	
  England

  	
   

  	
  02446185

  
	
  149.

  	
   

  	
  NTL Cablecomms
  Solent

  	
   

  	
  England

  	
   

  	
  02422654

  
	
  150.

  	
   

  	
  NTL Cablecomms
  Staffordshire

  	
   

  	
  England

  	
   

  	
  02379800

  
	
  151.

  	
   

  	
  NTL Cablecomms
  Stockport

  	
   

  	
  England

  	
   

  	
  02443484

  
	
  152.

  	
   

  	
  NTL Cablecomms
  Surrey

  	
   

  	
  England

  	
   

  	
  02531586

  
	
  153.

  	
   

  	
  NTL Cablecomms
  Sussex

  	
   

  	
  England

  	
   

  	
  02266092

  
	
  154.

  	
   

  	
  NTL Cablecomms
  Wessex

  	
   

  	
  England

  	
   

  	
  02410378

  
	
  155.

  	
   

  	
  NTL Cablecomms
  West Surrey Limited

  	
   

  	
  England

  	
   

  	
  02512757

  
	
  156.

  	
   

  	
  NTL Cablecomms
  Wirral

  	
   

  	
  England

  	
   

  	
  02531604

  
	
  157.

  	
   

  	
  NTL Cambridge
  Limited

  	
   

  	
  England

  	
   

  	
  02154841

  
	
  158.

  	
   

  	
  NTL Chartwell
  Holdings Limited

  	
   

  	
  England

  	
   

  	
  03290823

  
	
  159.

  	
   

  	
  NTL Communications
  Services Limited

  	
   

  	
  England

  	
   

  	
  03403985

  
	
  160.

  	
   

  	
  NTL Darlington
  Limited

  	
   

  	
  England

  	
   

  	
  02533674

  
	
  161.

  	
   

  	
  NTL Derby
  Cablevision Holding Company

  	
   

  	
  England

  	
   

  	
  02422310

  
	
  162.

  	
   

  	
  NTL Equipment
  No. 1 Limited

  	
   

  	
  England

  	
   

  	
  02794518

  
	
  163.

  	
   

  	
  NTL Equipment
  No. 2 Limited

  	
   

  	
  England

  	
   

  	
  02071491

  
	
  164.

  	
   

  	
  NTL Finance
  Limited

  	
   

  	
  England

  	
   

  	
  05537678

  
	
  165.

  	
   

  	
  NTL Glasgow
  Holdings Limited

  	
   

  	
  England

  	
   

  	
  04170072

  
	
  166.

  	
   

  	
  NTL Holdings
  (Broadland) Limited

  	
   

  	
  England

  	
   

  	
  02427172

  
	
  167.

  	
   

  	
  NTL Holdings
  (East London) Limited

  	
   

  	
  England

  	
   

  	
  02032186

  
	
  168.

  	
   

  	
  NTL Holdings (Fenland)
  Limited

  	
   

  	
  England

  	
   

  	
  02427199

  
	
  169.

  	
   

  	
  NTL Holdings
  (Leeds) Limited

  	
   

  	
  England

  	
   

  	
  02766909

  
	
  170.

  	
   

  	
  NTL Holdings
  (Norwich) Limited

  	
   

  	
  England

  	
   

  	
  02412962

  
	
  171.

  	
   

  	
  NTL Holdings
  (Peterborough) Limited

  	
   

  	
  England

  	
   

  	
  02888397

  
	
  172.

  	
   

  	
  NTL Internet
  Limited

  	
   

  	
  England

  	
   

  	
  02985161

  
	
  173.

  	
   

  	
  NTL Internet
  Services Limited

  	
   

  	
  England

  	
   

  	
  04038930

  
	
  174.

  	
   

  	
  NTL Irish
  Holdings Limited

  	
   

  	
  England

  	
   

  	
  05313953

  
	
  175.

  	
   

  	
  NTL Kirklees

  	
   

  	
  England

  	
   

  	
  02495460

  



 


213

















 


	
  176.

  	
   

  	
  NTL Kirklees
  Holdings Limited

  	
   

  	
  England

  	
   

  	
  04169826

  
	
  177.

  	
   

  	
  NTL Limited

  	
   

  	
  England

  	
   

  	
  02586701

  
	
  178.

  	
   

  	
  NTL Manchester
  Cablevision Holding Company

  	
   

  	
  England

  	
   

  	
  02455631

  
	
  179.

  	
   

  	
  NTL Microclock
  Services Limited

  	
   

  	
  England

  	
   

  	
  02861856

  
	
  180.

  	
   

  	
  NTL Midlands
  Limited

  	
   

  	
  England

  	
   

  	
  02357645

  
	
  181.

  	
   

  	
  NTL Milton
  Keynes Limited

  	
   

  	
  England

  	
   

  	
  02410808

  
	
  182.

  	
   

  	
  NTL National
  Networks Limited

  	
   

  	
  England

  	
   

  	
  05174655

  
	
  183.

  	
   

  	
  NTL Networks
  Limited

  	
   

  	
  England

  	
   

  	
  03045209

  
	
  184.

  	
   

  	
  NTL Partcheer
  Company Limited

  	
   

  	
  England

  	
   

  	
  02861817

  
	
  185.

  	
   

  	
  NTL Rectangle
  Limited

  	
   

  	
  England

  	
   

  	
  04329656

  
	
  186.

  	
   

  	
  NTL Sideoffer
  Limited

  	
   

  	
  England

  	
   

  	
  02927099

  
	
  187.

  	
   

  	
  NTL Solent
  Telephone and Cable TV Company Limited

  	
   

  	
  England

  	
   

  	
  02511653

  
	
  188.

  	
   

  	
  NTL South
  Central Limited

  	
   

  	
  England

  	
   

  	
  02387692

  
	
  189.

  	
   

  	
  NTL South Wales
  Limited

  	
   

  	
  England

  	
   

  	
  02857050

  
	
  190.

  	
   

  	
  NTL Streetunique
  Projects Limited

  	
   

  	
  England

  	
   

  	
  02851203

  
	
  191.

  	
   

  	
  NTL Streetunit
  Projects Limited

  	
   

  	
  England

  	
   

  	
  02851201

  
	
  192.

  	
   

  	
  NTL Streetusual
  Services Limited

  	
   

  	
  England

  	
   

  	
  02851019

  
	
  193.

  	
   

  	
  NTL Streetvision
  Services Limited

  	
   

  	
  England

  	
   

  	
  02851020

  
	
  194.

  	
   

  	
  NTL Streetvital
  Services Limited

  	
   

  	
  England

  	
   

  	
  02851021

  
	
  195.

  	
   

  	
  NTL Streetwarm
  Services Limited

  	
   

  	
  England

  	
   

  	
  02851011

  
	
  196.

  	
   

  	
  NTL Streetwide
  Services Limited

  	
   

  	
  England

  	
   

  	
  02851013

  
	
  197.

  	
   

  	
  NTL Strikeagent
  Trading Limited

  	
   

  	
  England

  	
   

  	
  02851014

  
	
  198.

  	
   

  	
  NTL Strikeamount
  Trading Limited

  	
   

  	
  England

  	
   

  	
  02851015

  
	
  199.

  	
   

  	
  NTL Strikeapart
  Trading Limited

  	
   

  	
  England

  	
   

  	
  02851018

  
	
  200.

  	
   

  	
  NTL Systems
  Limited

  	
   

  	
  England

  	
   

  	
  03217975

  
	
  201.

  	
   

  	
  NTL Technical
  Support Company Limited

  	
   

  	
  England

  	
   

  	
  02512756

  
	
  202.

  	
   

  	
  NTL Teesside
  Limited

  	
   

  	
  England

  	
   

  	
  02532188

  
	
  203.

  	
   

  	
  NTL Telecom
  Services Limited

  	
   

  	
  England

  	
   

  	
  02937788

  
	
  204.

  	
   

  	
  NTL UK Telephone
  and Cable TV Holding Company Limited

  	
   

  	
  England

  	
   

  	
  02511877

  
	
  205.

  	
   

  	
  NTL Victoria II
  Limited

  	
   

  	
  England

  	
   

  	
  05685189

  



 


214

















 


	
  206.

  	
   

  	
  NTL Victoria
  Limited

  	
   

  	
  England

  	
   

  	
  05685196

  
	
  207.

  	
   

  	
  NTL Westminster
  Limited

  	
   

  	
  England

  	
   

  	
  01735641

  
	
  208.

  	
   

  	
  NTL Winston
  Holdings Limited

  	
   

  	
  England

  	
   

  	
  03290821

  
	
  209.

  	
   

  	
  NTL Wirral
  Telephone and Cable TV Company

  	
   

  	
  England

  	
   

  	
  02511873

  
	
  210.

  	
   

  	
  Oxford Cable
  Limited

  	
   

  	
  England

  	
   

  	
  02450228

  
	
  211.

  	
   

  	
  Screenshop
  Limited

  	
   

  	
  England

  	
   

  	
  03529106

  
	
  212.

  	
   

  	
  Secure Backup
  Systems Limited

  	
   

  	
  England

  	
   

  	
  03130333

  
	
  213.

  	
   

  	
  Sheffield Cable
  Communications Limited

  	
   

  	
  England

  	
   

  	
  02465953

  
	
  214.

  	
   

  	
  Southern East
  Anglia Cable Limited

  	
   

  	
  England

  	
   

  	
  02905929

  
	
  215.

  	
   

  	
  Southwestern
  Bell International Holdings Limited

  	
   

  	
  England

  	
   

  	
  02378768

  
	
  216.

  	
   

  	
  Stafford
  Communications Limited

  	
   

  	
  England

  	
   

  	
  02381842

  
	
  217.

  	
   

  	
  Swindon Cable
  Limited

  	
   

  	
  England

  	
   

  	
  00318216

  
	
  218.

  	
   

  	
  Tamworth Cable
  Communications Limited

  	
   

  	
  England

  	
   

  	
  03016602

  
	
  219.

  	
   

  	
  Telewest
  Communications (Central Lancashire) Limited

  	
   

  	
  England

  	
   

  	
  01737862

  
	
  220.

  	
   

  	
  Telewest
  Communications (Cotswolds) Limited

  	
   

  	
  England

  	
   

  	
  01743081

  
	
  221.

  	
   

  	
  Telewest
  Communications (Cotswolds) Venture

  	
   

  	
  England

  	
   

  	
   

  
	
  222.

  	
   

  	
  Telewest
  Communications (Liverpool) Limited

  	
   

  	
  England

  	
   

  	
  01615567

  
	
  223.

  	
   

  	
  Telewest
  Communications (London South) Joint Venture

  	
   

  	
  England

  	
   

  	
   

  
	
  224.

  	
   

  	
  Telewest
  Communications (London South) Limited

  	
   

  	
  England

  	
   

  	
  01697437

  
	
  225.

  	
   

  	
  Telewest
  Communications (Midlands and North West) Limited

  	
   

  	
  England

  	
   

  	
  02795350

  
	
  226.

  	
   

  	
  Telewest
  Communications (Midlands) Limited

  	
   

  	
  England

  	
   

  	
  01882074

  
	
  227.

  	
   

  	
  Telewest
  Communications (Nominees) Limited

  	
   

  	
  England

  	
   

  	
  02318746

  
	
  228.

  	
   

  	
  Telewest
  Communications (North East) Limited

  	
   

  	
  England

  	
   

  	
  02378214

  
	
  229.

  	
   

  	
  Telewest
  Communications (North East) Partnership

  	
   

  	
  England

  	
   

  	
   

  
	
  230.

  	
   

  	
  Telewest
  Communications (North West) Limited

  	
   

  	
  England

  	
   

  	
  02321124

  
	
  231.

  	
   

  	
  Telewest
  Communications (Scotland) Venture

  	
   

  	
  England

  	
   

  	
   

  
	
  232.

  	
   

  	
  Telewest
  Communications (South East) Limited

  	
   

  	
  England

  	
   

  	
  02270764

  
	
  233.

  	
   

  	
  Telewest
  Communications (South East) Partnership

  	
   

  	
  England

  	
   

  	
   

  
	
  234.

  	
   

  	
  Telewest
  Communications (South Thames Estuary) Limited

  	
   

  	
  England

  	
   

  	
  02270763

  
	
  235.

  	
   

  	
  Telewest
  Communications (South West) Limited

  	
   

  	
  England

  	
   

  	
  02271287

  



 


215

















 


	
  236.

  	
   

  	
  Telewest
  Communications (St. Helens & Knowsley) Limited

  	
   

  	
  England

  	
   

  	
  02466599

  
	
  237.

  	
   

  	
  Telewest
  Communications (Tyneside) Limited

  	
   

  	
  England

  	
   

  	
  02407676

  
	
  238.

  	
   

  	
  Telewest
  Communications (Wigan) Limited

  	
   

  	
  England

  	
   

  	
  02451112

  
	
  239.

  	
   

  	
  Telewest
  Communications Cable Limited

  	
   

  	
  England

  	
   

  	
  02883742

  
	
  240.

  	
   

  	
  Telewest
  Communications Holdings Limited

  	
   

  	
  England

  	
   

  	
  02982404

  
	
  241.

  	
   

  	
  Telewest
  Communications Networks Limited

  	
   

  	
  England

  	
   

  	
  03071086

  
	
  242.

  	
   

  	
  Telewest Limited

  	
   

  	
  England

  	
   

  	
  03291383

  
	
  243.

  	
   

  	
  Telewest
  Parliamentary Holdings Limited

  	
   

  	
  England

  	
   

  	
  02514316

  
	
  244.

  	
   

  	
  Telewest UK
  Limited

  	
   

  	
  England

  	
   

  	
  04925679

  
	
  245.

  	
   

  	
  Telso
  Communications Limited

  	
   

  	
  England

  	
   

  	
  02067186

  
	
  246.

  	
   

  	
  The Cable
  Corporation Limited

  	
   

  	
  England

  	
   

  	
  02075227

  
	
  247.

  	
   

  	
  The Yorkshire
  Cable Group Limited

  	
   

  	
  England

  	
   

  	
  02782818

  
	
  248.

  	
   

  	
  Theseus
  No. 1 Limited

  	
   

  	
  England

  	
   

  	
  02994027

  
	
  249.

  	
   

  	
  Theseus
  No. 2 Limited

  	
   

  	
  England

  	
   

  	
  02994061

  
	
  250.

  	
   

  	
  TVS Pension Fund
  Trustees Limited

  	
   

  	
  England

  	
   

  	
  01539051

  
	
  251.

  	
   

  	
  TVS Television
  Limited

  	
   

  	
  England

  	
   

  	
  00591652

  
	
  252.

  	
   

  	
  United Artists
  Investments Limited

  	
   

  	
  England

  	
   

  	
  02761569

  
	
  253.

  	
   

  	
  Virgin Media
  Business Limited

  	
   

  	
  England

  	
   

  	
  01785381

  
	
  254.

  	
   

  	
  Virgin Media
  Investments Limited

  	
   

  	
  England

  	
   

  	
  07108297

  
	
  255.

  	
   

  	
  Virgin Media
  Investment Holdings Limited

  	
   

  	
  England

  	
   

  	
  03173552

  
	
  256.

  	
   

  	
  Virgin Media
  Limited

  	
   

  	
  England

  	
   

  	
  02591237

  
	
  257.

  	
   

  	
  Virgin Media
  Payments Ltd

  	
   

  	
  England

  	
   

  	
  06024812

  
	
  258.

  	
   

  	
  Virgin Media
  Secured Finance PLC

  	
   

  	
  England

  	
   

  	
  07108352

  
	
  259.

  	
   

  	
  Virgin Media SFA
  Finance Limited

  	
   

  	
  England

  	
   

  	
  07176280

  
	
  260.

  	
   

  	
  Virgin Media
  Wholesale Limited

  	
   

  	
  England

  	
   

  	
  02514287

  
	
  261.

  	
   

  	
  Virgin Mobile
  Group (UK) Limited

  	
   

  	
  England

  	
   

  	
  05050748

  
	
  262.

  	
   

  	
  Virgin Mobile
  Holdings (UK) Limited

  	
   

  	
  England

  	
   

  	
  03741555

  
	
  263.

  	
   

  	
  Virgin Mobile
  Telecoms Limited

  	
   

  	
  England

  	
   

  	
  03707664

  
	
  264.

  	
   

  	
  Virgin Net
  Limited

  	
   

  	
  England

  	
   

  	
  02833330

  
	
  265.

  	
   

  	
  Vision Networks
  Services UK Limited

  	
   

  	
  England

  	
   

  	
  03135501

  



 


216

















 


	
  266.

  	
   

  	
  VMIH Sub Limited

  	
   

  	
  England

  	
   

  	
  05316140

  
	
  267.

  	
   

  	
  Wessex Cable
  Limited

  	
   

  	
  England

  	
   

  	
  02433185

  
	
  268.

  	
   

  	
  Windsor
  Television Limited

  	
   

  	
  England

  	
   

  	
  01745542

  
	
  269.

  	
   

  	
  XL Debt Recovery
  Agency Limited

  	
   

  	
  England

  	
   

  	
  03303903

  
	
  270.

  	
   

  	
  X-Tant Limited

  	
   

  	
  England

  	
   

  	
  03580901

  
	
  271.

  	
   

  	
  Yorkshire Cable
  Communications Limited

  	
   

  	
  England

  	
   

  	
  02490136

  
	
  272.

  	
   

  	
  CableTel
  Scotland Limited

  	
   

  	
  Scotland

  	
   

  	
  SC119938

  
	
  273.

  	
   

  	
  NTL Glasgow

  	
   

  	
  Scotland

  	
   

  	
  SC075177

  
	
  274.

  	
   

  	
  Prospectre
  Limited

  	
   

  	
  Scotland

  	
   

  	
  SC145280

  
	
  275.

  	
   

  	
  Telewest
  Communications (Dundee & Perth) Limited

  	
   

  	
  Scotland

  	
   

  	
  SC096816

  
	
  276.

  	
   

  	
  Telewest
  Communications (Motherwell) Limited

  	
   

  	
  Scotland

  	
   

  	
  SC121617

  
	
  277.

  	
   

  	
  Telewest
  Communications (Scotland Holdings) Limited

  	
   

  	
  Scotland

  	
   

  	
  SC150058

  
	
  278.

  	
   

  	
  Telewest
  Communications (Scotland) Limited

  	
   

  	
  Scotland

  	
   

  	
  SC080891

  
	
  279.

  	
   

  	
  Chartwell
  Investors L.P.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  280.

  	
   

  	
  NNS U.K.
  Holdings 2, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  281.

  	
   

  	
  NNS U.K.
  Holdings 1 LLC

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  282.

  	
   

  	
  North CableComms
  Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  283.

  	
   

  	
  North CableComms
  L.L.C.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  284.

  	
   

  	
  North CableComms
  Management, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  285.

  	
   

  	
  NTL (Triangle)
  LLC

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  286.

  	
   

  	
  NTL Bromley
  Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  287.

  	
   

  	
  NTL CableComms
  Group, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  288.

  	
   

  	
  NTL Chartwell
  Holdings 2, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  289.

  	
   

  	
  NTL Chartwell
  Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  290.

  	
   

  	
  NTL North
  CableComms Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  291.

  	
   

  	
  NTL North
  CableComms Management, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  292.

  	
   

  	
  NTL Programming
  Subsidiary Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  293.

  	
   

  	
  NTL Solent Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  294.

  	
   

  	
  NTL South
  CableComms Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  295.

  	
   

  	
  NTL South
  CableComms Management, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  



 


217

















 


	
  296.

  	
   

  	
  NTL Surrey
  Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  297.

  	
   

  	
  NTL Sussex
  Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  298.

  	
   

  	
  NTL UK
  CableComms Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  299.

  	
   

  	
  NTL Wessex
  Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  300.

  	
   

  	
  NTL Winston
  Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  301.

  	
   

  	
  NTL Wirral
  Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  302.

  	
   

  	
  South CableComms
  Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  303.

  	
   

  	
  South CableComms
  L.L.C.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  304.

  	
   

  	
  South CableComms
  Management, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  305.

  	
   

  	
  Winston
  Investors L.L.C.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  306.

  	
   

  	
  Avon Cable
  Limited Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  307.

  	
   

  	
  Cotswolds Cable
  Limited Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  308.

  	
   

  	
  Edinburgh Cable
  Limited Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  309.

  	
   

  	
  Estuaries Cable
  Limited Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  310.

  	
   

  	
  London South
  Cable Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  311.

  	
   

  	
  TCI/US West
  Cable Communications Group

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  312.

  	
   

  	
  Tyneside Cable
  Limited Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  313.

  	
   

  	
  United Cable (London
  South) Limited Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  314.

  	
   

  	
  Birmingham Cable
  Finance Limited

  	
   

  	
  Jersey

  	
   

  	
  60972

  
	
  315.

  	
   

  	
  Future
  Entertainment S.à r.l.

  	
   

  	
  Luxembourg

  	
   

  	
  B 145.414

  



 


218
















 


SCHEDULE 2


 


PART 2 - THE RESTRICTED
GUARANTORS


 


	
   

  	
   

  	
  NAME

  	
   

  	
  Jurisdiction

  of

  Incorporation

  	
   

  	
  Company

  number (if

  applicable)

  
	
  1.

  	
   

  	
  NTL Bolton Cablevision
  Holding Company

  	
   

  	
  England

  	
   

  	
  02422198

  
	
  2.

  	
   

  	
  NTL Cablecomms Bolton

  	
   

  	
  England

  	
   

  	
  01883383

  
	
  3.

  	
   

  	
  NTL Cablecomms Bromley

  	
   

  	
  England

  	
   

  	
  02422195

  
	
  4.

  	
   

  	
  NTL Cablecomms Bury and
  Rochdale

  	
   

  	
  England

  	
   

  	
  02446183

  
	
  5.

  	
   

  	
  NTL Cablecomms Cheshire

  	
   

  	
  England

  	
   

  	
  02379804

  
	
  6.

  	
   

  	
  NTL Cablecomms Derby

  	
   

  	
  England

  	
   

  	
  02387713

  
	
  7.

  	
   

  	
  NTL Cablecomms East
  Lancashire

  	
   

  	
  England

  	
   

  	
  02114543

  
	
  8.

  	
   

  	
  NTL Cablecomms Greater Manchester

  	
   

  	
  England

  	
   

  	
  02407924

  
	
  9.

  	
   

  	
  NTL Cablecomms Group
  Limited

  	
   

  	
  England

  	
   

  	
  03024703

  
	
  10.

  	
   

  	
  NTL Cablecomms Holdings
  No. 1 Limited

  	
   

  	
  England

  	
   

  	
  03709869

  
	
  11.

  	
   

  	
  NTL Cablecomms Holdings
  No. 2 Limited

  	
   

  	
  England

  	
   

  	
  03709840

  
	
  12.

  	
   

  	
  NTL Cablecomms Macclesfield

  	
   

  	
  England

  	
   

  	
  02459067

  
	
  13.

  	
   

  	
  NTL Cablecomms Oldham and
  Tameside

  	
   

  	
  England

  	
   

  	
  02446185

  
	
  14.

  	
   

  	
  NTL Cablecomms Solent

  	
   

  	
  England

  	
   

  	
  02422654

  
	
  15.

  	
   

  	
  NTL Cablecomms
  Staffordshire

  	
   

  	
  England

  	
   

  	
  02379800

  
	
  16.

  	
   

  	
  NTL Cablecomms Stockport

  	
   

  	
  England

  	
   

  	
  02443484

  
	
  17.

  	
   

  	
  NTL Cablecomms Surrey

  	
   

  	
  England

  	
   

  	
  02531586

  
	
  18.

  	
   

  	
  NTL Cablecomms Sussex

  	
   

  	
  England

  	
   

  	
  02266092

  
	
  19.

  	
   

  	
  NTL Cablecomms Wessex

  	
   

  	
  England

  	
   

  	
  02410378

  
	
  20.

  	
   

  	
  NTL Cablecomms Wirral

  	
   

  	
  England

  	
   

  	
  02531604

  
	
  21.

  	
   

  	
  NTL Chartwell Holdings
  Limited

  	
   

  	
  England

  	
   

  	
  03290823

  
	
  22.

  	
   

  	
  NTL Derby Cablevision
  Holding Company

  	
   

  	
  England

  	
   

  	
  02422310

  
	
  23.

  	
   

  	
  NTL Glasgow Holdings
  Limited

  	
   

  	
  England

  	
   

  	
  04170072

  
	
  24.

  	
   

  	
  NTL Kirklees

  	
   

  	
  England

  	
   

  	
  02495460

  



 


219

















 


	
  25.

  	
   

  	
  NTL Kirklees Holdings
  Limited

  	
   

  	
  England

  	
   

  	
  04169826

  
	
  26.

  	
   

  	
  NTL Manchester Cablevision
  Holding Company

  	
   

  	
  England

  	
   

  	
  02455631

  
	
  27.

  	
   

  	
  NTL Winston Holdings
  Limited

  	
   

  	
  England

  	
   

  	
  03290821

  
	
  28.

  	
   

  	
  NTL Wirral Telephone and
  Cable TV Company

  	
   

  	
  England

  	
   

  	
  02511873

  
	
  29.

  	
   

  	
  NTL Glasgow

  	
   

  	
  Scotland

  	
   

  	
  SC075177

  
	
  30.

  	
   

  	
  Chartwell Investors L.P.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  31.

  	
   

  	
  NNS U.K. Holdings 2, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  32.

  	
   

  	
  NNS U.K. Holdings 1 LLC

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  33.

  	
   

  	
  North CableComms
  Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  34.

  	
   

  	
  North CableComms L.L.C.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  35.

  	
   

  	
  North CableComms
  Management, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  36.

  	
   

  	
  NTL (Triangle) LLC

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  37.

  	
   

  	
  NTL Bromley Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  38.

  	
   

  	
  NTL CableComms
  Group, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  39.

  	
   

  	
  NTL Chartwell Holdings
  2, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  40.

  	
   

  	
  NTL Chartwell
  Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  41.

  	
   

  	
  NTL North CableComms
  Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  42.

  	
   

  	
  NTL North CableComms
  Management, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  43.

  	
   

  	
  NTL Programming Subsidiary
  Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  44.

  	
   

  	
  NTL Solent Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  45.

  	
   

  	
  NTL South CableComms
  Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  46.

  	
   

  	
  NTL South CableComms
  Management, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  47.

  	
   

  	
  NTL Surrey Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  48.

  	
   

  	
  NTL Sussex Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  49.

  	
   

  	
  NTL UK CableComms
  Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  50.

  	
   

  	
  NTL Wessex Company

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  51.

  	
   

  	
  NTL Winston
  Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  52.

  	
   

  	
  NTL Wirral Company

  	
   

  	
  Delaware

  	
   

  	
   

  



 


220

















 


	
  53.

  	
   

  	
  South CableComms
  Holdings, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  54.

  	
   

  	
  South CableComms L.L.C.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  55.

  	
   

  	
  South CableComms
  Management, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  56.

  	
   

  	
  Winston Investors L.L.C.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  57.

  	
   

  	
  Avon Cable Limited
  Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  58.

  	
   

  	
  Cotswolds Cable Limited
  Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  59.

  	
   

  	
  Edinburgh Cable Limited
  Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  60.

  	
   

  	
  Estuaries Cable Limited
  Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  61.

  	
   

  	
  London South Cable
  Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  62.

  	
   

  	
  TCI/US West Cable
  Communications Group

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  63.

  	
   

  	
  Tyneside Cable Limited
  Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  
	
  64.

  	
   

  	
  United Cable (London South)
  Limited Partnership

  	
   

  	
  Colorado

  	
   

  	
   

  



 


221
















 


SCHEDULE
2


 


PART 3 - MEMBERS OF THE
BANK GROUP


 


	
  Andover Cablevision Limited

  
	
   

  
	
  Anglia Cable Communications Limited

  
	
   

  
	
  Avon Cable Investments Limited

  
	
   

  
	
  Avon Cable Joint Venture

  
	
   

  
	
  Barnsley Cable Communications Limited

  
	
   

  
	
  BCMV Limited

  
	
   

  
	
  Berkhamsted Properties & Building Contractors Limited

  
	
   

  
	
  Birmingham Cable Corporation Limited

  
	
   

  
	
  Birmingham Cable Limited

  
	
   

  
	
  Blue Yonder Workwise Limited

  
	
   

  
	
  Bluebottle Call Limited

  
	
   

  
	
  Bradford Cable Communications Limited

  
	
   

  
	
  Bravo TV Limited

  
	
   

  
	
  Cable Adnet Limited

  
	
   

  
	
  Cable Camden Limited

  
	
   

  
	
  Cable Communications (Telecom) Limited

  
	
   

  
	
  Cable Communications Limited

  
	
   

  
	
  Cable Enfield Limited

  
	
   

  
	
  Cable Hackney & Islington Limited

  
	
   

  
	
  Cable Haringey Limited

  
	
   

  
	
  Cable Interactive Limited

  
	
   

  
	
  Cable Internet Limited

  
	
   

  
	
  Cable London Limited

  
	
   

  
	
  Cable on Demand Limited

  
	
   

  
	
  Cable Television Limited

  
	
   

  
	
  Cable Thames Valley Limited

  
	
   

  
	
  CableTel (UK) Limited

  



 


222

















 


	
  CableTel Cardiff Limited

  
	
   

  
	
  CableTel Central Hertfordshire Limited

  
	
   

  
	
  CableTel Hertfordshire Limited

  
	
   

  
	
  CableTel Herts and Beds Limited

  
	
   

  
	
  CableTel Investments Limited

  
	
   

  
	
  CableTel Newport

  
	
   

  
	
  CableTel North Bedfordshire Limited

  
	
   

  
	
  CableTel Surrey and Hampshire Limited

  
	
   

  
	
  CableTel Telecom Supplies Limited

  
	
   

  
	
  CableTel West Glamorgan Limited

  
	
   

  
	
  CableTel West Riding Limited

  
	
   

  
	
  Cambridge Cable Services Limited

  
	
   

  
	
  Cambridge Holding Company Limited

  
	
   

  
	
  CCL Corporate Communication Services Limited

  
	
   

  
	
  Central Cable Holdings Limited

  
	
   

  
	
  Central Cable Limited

  
	
   

  
	
  Central Cable Sales Limited

  
	
   

  
	
  Challenge TV

  
	
   

  
	
  Chariot Collection Services Limited

  
	
   

  
	
  Columbia Management Limited

  
	
   

  
	
  ComTel Cable Services Limited

  
	
   

  
	
  ComTel Coventry Limited

  
	
   

  
	
  Continental Shelf 16 Limited

  
	
   

  
	
  Credit-Track Debt Recovery Ltd

  
	
   

  
	
  Crystal Palace Radio Limited

  
	
   

  
	
  De Facto 1159 Limited

  
	
   

  
	
  Diamond Cable Communications Limited

  
	
   

  
	
  Digital Television Network Limited

  
	
   

  
	
  Doncaster Cable Communications Limited

  



 


223

















 


	
  DTELS Limited

  
	
   

  
	
  East Coast Cable Limited

  
	
   

  
	
  Ed Stone Limited

  
	
   

  
	
  EMS Investments Limited

  
	
   

  
	
  Enablis Limited

  
	
   

  
	
  Eurobell (Holdings) Limited

  
	
   

  
	
  Eurobell (IDA) Limited

  
	
   

  
	
  Eurobell (No. 2) Limited

  
	
   

  
	
  Eurobell (No. 3) Limited

  
	
   

  
	
  Eurobell (No. 4) Limited

  
	
   

  
	
  Eurobell (South West) Limited

  
	
   

  
	
  Eurobell (Sussex) Limited

  
	
   

  
	
  Eurobell (West Kent) Limited

  
	
   

  
	
  Eurobell CPE Limited

  
	
   

  
	
  Eurobell Internet Services Limited

  
	
   

  
	
  Eurobell Limited

  
	
   

  
	
  European Business Network Limited

  
	
   

  
	
  Fastrak Limited

  
	
   

  
	
  Filegale Limited

  
	
   

  
	
  Fleximedia Limited

  
	
   

  
	
  Flextech (1992) Limited

  
	
   

  
	
  Flextech (Kindernet Investment) Limited

  
	
   

  
	
  Flextech (Travel Channel) Limited

  
	
   

  
	
  Flextech Broadband Holdings Limited

  
	
   

  
	
  Flextech Broadband Limited

  
	
   

  
	
  Flextech Broadcasting Limited

  
	
   

  
	
  Flextech Business News Limited

  
	
   

  
	
  Flextech Childrens Channel Limited

  
	
   

  
	
  Flextech Communications Limited

  



 


224

















 


	
  Flextech Digital Broadcasting Limited

  
	
   

  
	
  Flextech Distribution Limited

  
	
   

  
	
  Flextech Family Channel Limited

  
	
   

  
	
  Flextech Holdco Limited

  
	
   

  
	
  Flextech Homeshopping Limited  Flextech Interactive Limited

  
	
   

  
	
  Flextech IVS Limited

  
	
   

  
	
  Flextech Limited

  
	
   

  
	
  Flextech Media Holdings Limited

  
	
   

  
	
  Flextech Music Publishing Limited

  
	
   

  
	
  Flextech Ventures Limited

  
	
   

  
	
  Flextech Video Games Limited

  
	
   

  
	
  Flextech-Flexinvest Limited

  
	
   

  
	
  General Cable Group Limited

  
	
   

  
	
  General Cable Holdings Limited

  
	
   

  
	
  General Cable Investments Limited

  
	
   

  
	
  General Cable Limited

  
	
   

  
	
  General Cable Programming Limited

  
	
   

  
	
  Halifax Cable Communications Limited

  
	
   

  
	
  Heartland Cablevision (UK) Limited

  
	
   

  
	
  Heartland Cablevision II (UK) Limited

  
	
   

  
	
  Herts Cable Limited

  
	
   

  
	
  Interactive Digital Sales Limited

  
	
   

  
	
  Jewel Holdings

  
	
   

  
	
  Lanbase European Holdings Limited

  
	
   

  
	
  Lanbase Limited

  
	
   

  
	
  Lewis Reed Debt Recovery Limited

  
	
   

  
	
  Lichfield Cable Communications Limited

  
	
   

  
	
  Living TV Limited

  



 


225

















 


	
  M&NW Network II Limited

  
	
   

  
	
  M&NW Network Limited

  
	
   

  
	
  Matchco Directors Limited

  
	
   

  
	
  Matchco Secretaries Limited

  
	
   

  
	
  Maza Limited

  
	
   

  
	
  Metro Hertfordshire Limited

  
	
   

  
	
  Metro South Wales Limited

  
	
   

  
	
  Middlesex Cable Limited

  
	
   

  
	
  Northampton Cable Television Limited

  
	
   

  
	
  Northern Credit Limited

  
	
   

  
	
  ntl (Aylesbury and Chiltern) Limited

  
	
   

  
	
  ntl (B) Limited

  
	
   

  
	
  ntl (Broadland) Limited

  
	
   

  
	
  ntl (City and Westminster) Limited

  
	
   

  
	
  ntl (County Durham) Limited

  
	
   

  
	
  ntl (CRUK)

  
	
   

  
	
  ntl (CWC Holdings)

  
	
   

  
	
  ntl (CWC) Corporation Limited

  
	
   

  
	
  ntl (CWC) Limited

  
	
   

  
	
  ntl (CWC) Management Limited

  
	
   

  
	
  ntl (CWC) No. 2 Limited

  
	
   

  
	
  ntl (CWC) No. 3 Limited

  
	
   

  
	
  ntl (CWC) No. 4 Limited

  
	
   

  
	
  ntl (CWC) Programming Limited

  
	
   

  
	
  ntl (CWC) UK

  
	
   

  
	
  ntl (Ealing) Limited

  
	
   

  
	
  ntl (Fenland) Limited

  
	
   

  
	
  ntl (Greenwich and Lewisham) Limited

  
	
   

  
	
  ntl (Hampshire) Limited

  



 


226

















 


	
  ntl (Harrogate) Limited

  
	
   

  
	
  ntl (Harrow) Limited

  
	
   

  
	
  ntl (Kent) Limited

  
	
   

  
	
  ntl (Lambeth and Southwark) Limited

  
	
   

  
	
  ntl (Leeds) Limited

  
	
   

  
	
  ntl (Norwich) Limited

  
	
   

  
	
  ntl (Peterborough) Limited

  
	
   

  
	
  ntl (South East) Limited

  
	
   

  
	
  ntl (South London) Limited

  
	
   

  
	
  ntl (Southampton and Eastleigh) Limited

  
	
   

  
	
  ntl (Sunderland) Limited

  
	
   

  
	
  ntl (Thamesmead) Limited

  
	
   

  
	
  ntl (V)

  
	
   

  
	
  ntl (Wandsworth) Limited

  
	
   

  
	
  ntl (Wearside) Limited

  
	
   

  
	
  ntl (West London) Limited

  
	
   

  
	
  ntl (YorCan) Limited

  
	
   

  
	
  ntl (York) Limited

  
	
   

  
	
  ntl Acquisition Company Limited

  
	
   

  
	
  ntl Bolton Cablevision Holding Company

  
	
   

  
	
  ntl Business (Ireland) Limited

  
	
   

  
	
  ntl Business Limited

  
	
   

  
	
  ntl CableComms Bolton

  
	
   

  
	
  ntl CableComms Bromley

  
	
   

  
	
  ntl CableComms Bury and Rochdale

  
	
   

  
	
  ntl CableComms Cheshire

  
	
   

  
	
  ntl CableComms Derby

  
	
   

  
	
  ntl CableComms East Lancashire

  
	
   

  
	
  ntl CableComms Greater Manchester

  



 


227

















 


	
  ntl CableComms Group Limited

  
	
   

  
	
  ntl CableComms Holdings No. 1 Limited

  
	
   

  
	
  ntl CableComms Holdings No. 2 Limited

  
	
   

  
	
  ntl CableComms Lancashire No.  1

  
	
   

  
	
  ntl CableComms Lancashire No. 2

  
	
   

  
	
  ntl CableComms Limited

  
	
   

  
	
  ntl CableComms Macclesfield

  
	
   

  
	
  ntl CableComms Manchester Limited

  
	
   

  
	
  ntl CableComms Oldham and Tameside

  
	
   

  
	
  ntl CableComms Solent

  
	
   

  
	
  ntl CableComms Staffordshire

  
	
   

  
	
  ntl CableComms Stockport

  
	
   

  
	
  ntl CableComms Surrey

  
	
   

  
	
  ntl CableComms Sussex

  
	
   

  
	
  ntl CableComms Wessex

  
	
   

  
	
  ntl CableComms West Surrey Limited

  
	
   

  
	
  ntl CableComms Wirral

  
	
   

  
	
  ntl Cambridge Limited

  
	
   

  
	
  ntl Chartwell Holdings Limited

  
	
   

  
	
  ntl Communications Services Limited

  
	
   

  
	
  ntl Darlington Limited

  
	
   

  
	
  ntl Derby Cablevision Holding Company

  
	
   

  
	
  ntl Equipment No. 1 Limited

  
	
   

  
	
  ntl Equipment No 2. Limited

  
	
   

  
	
  ntl Finance Limited

  
	
   

  
	
  NTL Funding Limited

  
	
   

  
	
  ntl Glasgow Holdings Limited

  
	
   

  
	
  ntl Holdings (Broadland) Limited

  
	
   

  
	
  ntl Holdings (East London) Limited

  



 


228

















 


	
  ntl Holdings (Fenland) Limited

  
	
   

  
	
  ntl Holdings (Leeds) Limited

  
	
   

  
	
  ntl Holdings (Norwich) Limited

  
	
   

  
	
  ntl Holdings (Peterborough) Limited

  
	
   

  
	
  ntl Internet Limited

  
	
   

  
	
  ntl Internet Services Limited

  
	
   

  
	
  ntl Irish Holdings Limited

  
	
   

  
	
  ntl Kirklees

  
	
   

  
	
  ntl Kirklees Holdings Limited

  
	
   

  
	
  ntl Limited

  
	
   

  
	
  ntl Manchester Cablevision Holding Company

  
	
   

  
	
  ntl Microclock Services Limited

  
	
   

  
	
  ntl Midlands Limited

  
	
   

  
	
  ntl Milton Keynes Limited

  
	
   

  
	
  ntl National Networks Limited

  
	
   

  
	
  ntl Networks Limited

  
	
   

  
	
  ntl Partcheer Company Limited

  
	
   

  
	
  ntl Rectangle Limited

  
	
   

  
	
  ntl Sideoffer Limited

  
	
   

  
	
  ntl Solent Telephone and Cable TV Company Limited

  
	
   

  
	
  ntl South Central Limited

  
	
   

  
	
  ntl South Wales Limited

  
	
   

  
	
  ntl Streetunique Projects Limited

  
	
   

  
	
  ntl Streetunit Projects Limited

  
	
   

  
	
  ntl Streetusual Services Limited

  
	
   

  
	
  ntl Streetvision Services Limited

  
	
   

  
	
  ntl Streetvital Services Limited

  
	
   

  
	
  ntl Streetwarm Services Limited

  
	
   

  
	
  ntl Streetwide Services Limited

  



 


229

















 


	
  ntl Strikeagent Trading Limited

  
	
   

  
	
  ntl Strikeamount Trading Limited

  
	
   

  
	
  ntl Strikeapart Trading Limited

  
	
   

  
	
  ntl Systems Limited

  
	
   

  
	
  ntl Technical Support Company Limited

  
	
   

  
	
  ntl Teesside Limited

  
	
   

  
	
  ntl Telecom Services Limited

  
	
   

  
	
  ntl UK Telephone and Cable TV Holding Company Limited

  
	
   

  
	
  ntl Victoria II Limited

  
	
   

  
	
  ntl Victoria Limited

  
	
   

  
	
  ntl Westminster Limited

  
	
   

  
	
  ntl Winston Holdings Limited

  
	
   

  
	
  ntl Wirral Telephone and Cable TV Company

  
	
   

  
	
  Oxford Cable Limited

  
	
   

  
	
  Pinnacle Debt Recovery Limited

  
	
   

  
	
  Rapid Travel Solutions Limited

  
	
   

  
	
  Rotherham Cable Communications Limited

  
	
   

  
	
  Screenshop Limited

  
	
   

  
	
  Secure Backup Systems Limited

  
	
   

  
	
  Sheffield Cable Communications Limited

  
	
   

  
	
  Southern East Anglia Cable Limited

  
	
   

  
	
  Southwestern Bell International Holdings Limited

  
	
   

  
	
  Stafford Communications Limited

  
	
   

  
	
  Swindon Cable Limited

  
	
   

  
	
  Tamworth Cable Communications Limited

  
	
   

  
	
  Telewest Communications (Central Lancashire) Limited

  
	
   

  
	
  Telewest Communications (Cotswolds) Limited

  
	
   

  
	
  Telewest Communications (Cotswolds) Venture

  
	
   

  
	
  Telewest Communications (Fylde & Wyre) Limited

  



 


230
















 


	
  Telewest
  Communications (Internet) Limited

  
	
   

  
	
  Telewest
  Communications (Liverpool) Limited

  
	
   

  
	
  Telewest
  Communications (London South) Joint Venture

  
	
   

  
	
  Telewest
  Communications (London South) Limited

  
	
   

  
	
  Telewest
  Communications (Midlands and North West) Limited

  
	
   

  
	
  Telewest
  Communications (Midlands) Limited

  
	
   

  
	
  Telewest
  Communications (Nominees) Limited

  
	
   

  
	
  Telewest
  Communications (North East) Limited

  
	
   

  
	
  Telewest
  Communications (North East) Partnership

  
	
   

  
	
  Telewest
  Communications (North West) Limited

  
	
   

  
	
  Telewest
  Communications (Publications) Limited

  
	
   

  
	
  Telewest
  Communications (South East) Limited

  
	
   

  
	
  Telewest
  Communications (South East) Partnership

  
	
   

  
	
  Telewest
  Communications (South Thames Estuary) Limited

  
	
   

  
	
  Telewest
  Communications (South West) Limited

  
	
   

  
	
  Telewest
  Communications (Southport) Limited

  
	
   

  
	
  Telewest
  Communications (St Helens & Knowsley) Limited

  
	
   

  
	
  Telewest
  Communications (Taunton & Bridgwater) Limited

  
	
   

  
	
  Telewest
  Communications (Telford) Limited

  
	
   

  
	
  Telewest
  Communications (Tyneside) Limited

  
	
   

  
	
  Telewest
  Communications (Wigan) Limited

  
	
   

  
	
  Telewest
  Communications Cable Limited

  
	
   

  
	
  Telewest
  Communications Holdco Limited

  
	
   

  
	
  Telewest
  Communications Holdings Limited

  
	
   

  
	
  Telewest
  Communications Networks Limited

  
	
   

  
	
  Telewest
  Communications Services Limited

  
	
   

  
	
  Telewest
  Health Trustees Limited

  
	
   

  
	
  Telewest
  Limited

  
	
   

  
	
  Telewest
  Parliamentary Holdings Limited

  



 


231

















 


	
  Telewest
  Share Trust Limited

  
	
   

  
	
  Telewest
  Trustees Limited

  
	
   

  
	
  Telewest
  UK Limited

  
	
   

  
	
  Telewest
  Workwise Limited

  
	
   

  
	
  Telso
  Communications Limited

  
	
   

  
	
  The
  Cable Corporation Equipment Limited

  
	
   

  
	
  The
  Cable Corporation Limited

  
	
   

  
	
  The
  Cable Equipment Store Limited

  
	
   

  
	
  The
  North London Channel Limited

  
	
   

  
	
  The
  Yorkshire Cable Group Limited

  
	
   

  
	
  Theseus
  No.1 Limited

  
	
   

  
	
  Theseus
  No.2 Limited

  
	
   

  
	
  Trouble
  TV Limited

  
	
   

  
	
  TVS
  Pension Fund Trustees Limited

  
	
   

  
	
  TVS
  Television Limited

  
	
   

  
	
  United
  Artists Investments Limited

  
	
   

  
	
  Virgin
  Media Business Limited

  
	
   

  
	
  Virgin
  Media Directors Limited

  
	
   

  
	
  Virgin
  Media Investment Holdings Limited

  
	
   

  
	
  Virgin
  Media Investments Limited

  
	
   

  
	
  Virgin
  Media Limited

  
	
   

  
	
  Virgin
  Media Payments Ltd

  
	
   

  
	
  Virgin
  Media Secretaries Limited

  
	
   

  
	
  Virgin
  Media Secured Finance PLC

  
	
   

  
	
  Virgin
  Media SFA Finance Limited

  
	
   

  
	
  Virgin
  Media Wholesale Limited

  
	
   

  
	
  Virgin
  Media Television Limited

  
	
   

  
	
  Virgin
  Media Television Rights Limited

  
	
   

  
	
  Virgin
  Mobile Group (UK) Limited

  



 


232

















 


	
  Virgin
  Mobile Holdings (UK) Limited

  
	
   

  
	
  Virgin
  Mobile Telecoms Limited

  
	
   

  
	
  Virgin
  Net Limited

  
	
   

  
	
  Vision
  Networks Services UK Limited

  
	
   

  
	
  VMIH
  Sub Limited

  
	
   

  
	
  Wakefield
  Cable Communications Limited

  
	
   

  
	
  Wessex
  Cable Limited

  
	
   

  
	
  Windsor
  Television Limited

  
	
   

  
	
  Workplace
  Technologies Trustees Company Limited

  
	
   

  
	
  XL
  Debt Recovery Agency Limited

  
	
   

  
	
  X-TANT
  Limited

  
	
   

  
	
  Yorkshire
  Cable Communications Limited

  
	
   

  
	
  Yorkshire
  Cable Finance Limited

  
	
   

  
	
  Yorkshire
  Cable Limited

  
	
   

  
	
  Yorkshire
  Cable Properties Limited

  
	
   

  
	
  Yorkshire
  Cable Telecom Limited

  
	
   

  
	
  CableTel
  Scotland Limited

  
	
   

  
	
  Capital
  City Cablevision Limited

  
	
   

  
	
  Dundee
  Cable and Satellite Limited

  
	
   

  
	
  Edinburgh
  Cablevision Limited

  
	
   

  
	
  Hieronymous
  Limited

  
	
   

  
	
  ntl
  Glasgow

  
	
   

  
	
  Perth
  Cable Television Limited

  
	
   

  
	
  Prospectre
  Limited

  
	
   

  
	
  SANE
  Network Limited

  
	
   

  
	
  Telewest
  Communications (Cumbernauld) Limited

  
	
   

  
	
  Telewest
  Communications (Dumbarton) Limited

  
	
   

  
	
  Telewest
  Communications (Dundee & Perth) Limited

  
	
   

  
	
  Telewest
  Communications (East Lothian and Fife) Limited

  



 


233

















 


	
  Telewest
  Communications (Falkirk) Limited

  
	
   

  
	
  Telewest
  Communications (Glenrothes) Limited

  
	
   

  
	
  Telewest
  Communications (Motherwell) Limited

  
	
   

  
	
  Telewest
  Communications (Scotland Holdings) Limited

  
	
   

  
	
  Telewest
  Communications (Scotland) Limited

  
	
   

  
	
  Telewest
  Communications (Scotland) Venture

  
	
   

  
	
  Chartwell
  Investors, L.P.

  
	
   

  
	
  NNS
  U.K. Holdings 1 LLC

  
	
   

  
	
  NNS
  U.K. Holdings 2, Inc.

  
	
   

  
	
  North
  CableComms Holdings, Inc.

  
	
   

  
	
  North
  CableComms L.L.C.

  
	
   

  
	
  North
  CableComms Management, Inc.

  
	
   

  
	
  NTL
  (Triangle) LLC

  
	
   

  
	
  NTL
  Bromley Company

  
	
   

  
	
  NTL
  CableComms Group, Inc.

  
	
   

  
	
  NTL
  Chartwell Holdings 2, Inc.

  
	
   

  
	
  NTL
  Chartwell Holdings, Inc.

  
	
   

  
	
  NTL
  North CableComms Holdings, Inc.

  
	
   

  
	
  NTL
  North CableComms Management, Inc.

  
	
   

  
	
  NTL
  Programming Subsidiary Company

  
	
   

  
	
  NTL
  Solent Company

  
	
   

  
	
  NTL
  South CableComms Holdings, Inc.

  
	
   

  
	
  NTL
  South CableComms Management, Inc.

  
	
   

  
	
  NTL
  Surrey Company

  
	
   

  
	
  NTL
  Sussex Company

  
	
   

  
	
  NTL
  UK CableComms Holdings, Inc.

  
	
   

  
	
  NTL
  Wessex Company

  
	
   

  
	
  NTL
  Winston Holdings, Inc.

  
	
   

  
	
  NTL
  Wirral Company

  



 


234

















 


	
  South
  CableComms Holdings, Inc.

  
	
   

  
	
  South
  CableComms LLC

  
	
   

  
	
  South
  CableComms Management, Inc.

  
	
   

  
	
  Telewest
  Global Finance LLC

  
	
   

  
	
  Virgin
  Media Dover LLC

  
	
   

  
	
  Winston
  Investors LLC

  
	
   

  
	
  Avon
  Cable Limited Partnership

  
	
   

  
	
  Cotswolds
  Cable Limited Partnership

  
	
   

  
	
  Edinburgh
  Cable Limited Partnership

  
	
   

  
	
  Estuaries
  Cable Limited Partnership

  
	
   

  
	
  London
  South Cable Partnership

  
	
   

  
	
  TCI/US
  West Cable Communications Group

  
	
   

  
	
  Tyneside
  Cable Limited Partnership

  
	
   

  
	
  United
  Cable (London South) Limited Partnership

  
	
   

  
	
  Future
  Entertainment Sàrl

  
	
   

  
	
  Birmingham
  Cable Finance Limited

  
	
   

  
	
  Cable
  Finance Limited

  
	
   

  
	
  IVS
  Cable Holdings Limited

  
	
   

  
	
  CableTel
  Northern Ireland Limited

  
	
   

  
	
  Imminus
  (Ireland) Limited

  



 


235

















 


SCHEDULE 3


 


PART 1 - CONDITIONS
PRECEDENT TO FIRST UTILISATION


 


1.                                           Corporate Documents


 


In relation to the Ultimate
Parent, the Parent, each Original Obligor and, if applicable, each general
partner of any Obligor:


 


(a)                           in
the case of a company, a copy of its up-to-date constitutional documents(1) or,
in the case of a partnership, a copy of its up-to-date partnership agreement;


 


(b)                          a
copy of a board resolution or a manager’s or partner’s resolution of such
person approving the execution, delivery and performance of any applicable
Relevant Finance Documents to which it is party and the terms and conditions of
such Relevant Finance Documents and authorising a person or persons identified
by name or office to sign the Relevant Finance Documents to which it is party
and any documents to be delivered by such person pursuant to it;


 


(c)                           a
duly completed certificate of a duly authorised officer of such person in the
form attached in Part 3 of Schedule 3 (Form of Officer’s
Certificate); and


 


(d)                          a
copy of resolutions signed by all the holders of the issued shares of the
Original Obligors incorporated in England, Wales, Jersey and Scotland approving
the terms of, and the transactions contemplated by, the Relevant Finance
Documents to which each such Obligor is a party.


 


2.                                           Relevant Finance Documents


 


Original duly executed copies of this Agreement.


 


Copies of:


 


(a)                           the
Group Intercreditor Agreement;


 


(b)                          the
HYD Intercreditor Agreement;


 


(c)                           the
Barclays Intercreditor Agreement;


 


(d)                          the
Security Trust Agreement; and


 


(e)                           the
Original Security Documents.


 


3.                                           Confirmation Deeds


 


An original duly executed copy of a confirmation deed relating to the Security
granted pursuant to the Security Agreement for the following jurisdictions:


 


(a)                           England
and Wales;


 


(b)                          Luxembourg;
and


 


(c)                           New
York.


 






(1)                                     Including for
Birmingham Cable Finance Limited, a certified copy of the register of members.


 


236

















 


4.                                           Designation


 


Duly executed copy of notices of the Company of:


 


(a)                           designating
this Agreement as a Designated Refinancing Facilities Agreement in accordance
with the terms of the Group Intercreditor Agreement;


 


(b)                          designating
the Facilities as New Senior Liabilities in accordance with Clause 12 (New Senior Liabilities) of the Group Intercreditor
Agreement;


 


(c)                           designating
the Facilities as Designated Senior Liabilities in accordance with Clause 8.2 (Designated Senior Liabilities) of the HYD Intercreditor
Agreement; and


 


(d)                          designating
this Agreement as a Refinancing Facilities Agreement in accordance with the
terms of the HYD Intercreditor Agreement and confirming that there is no other
such Refinancing Facilities Agreement in place.


 


5.                                           Guarantee Accession


 


For each Original Guarantor that is not a signatory to this Agreement on
the Original Execution Date, an original duly executed copy of an Accession
Notice.


 


6.                                           Virgin Media SFA Finance Limited
Accession


 


Original duly executed copies of:


 


(a)                           a
composite debenture;


 


(b)                          deed
of accession to the Group Intercreditor Agreement; and


 


(c)                           deed
of accession to the Security Trust Agreement.


 


7.                                           Original Security Documents


 


Original duly
executed copies of the documents listed in Schedule 9B.


 


8.                                           Fees


 


Original duly executed copies
of the A Facility Fee Letter and the B Facility Fee Letter, in each case, in
the agreed form and evidence that all fees and expenses (excluding legal fees)
due and payable under this Agreement or in connection with this Agreement as at
the date of first Utilisation, the quantum of which have been notified to the
Company in writing no less than five Business Days prior to the first
Utilisation Date, have been paid or will be paid promptly upon receipt of the
funds from the first utilisation.


 


9.                                           Legal Opinions


 


An opinion of:


 


(a)                           Latham &
Watkins (London) LLP, legal advisers to the Facility Agent and the Mandated
Lead Arrangers on matters of English law;


 


(b)                          Fried,
Frank, Harris, Shriver & Jacobson (London) LLP, legal advisers to the
Obligors on matters of New York law;


 


(c)                           Dundas &
Wilson CS LLP, legal advisers to the Facility Agent and the Mandated Lead
Arrangers on matters of Scottish law;


 


237

















 


(d)                          Mourant
du Feu & Jeune, legal advisers to the Facility Agent and the Mandated
Lead Arrangers on matters of Jersey law;


 


(e)                           Morrison &
Foerster LLP, legal advisers to the Facility Agent and the Mandated Lead
Arrangers on matters of the laws of the State of Colorado, United States of
America;


 


(f)                             Loyens &
Loeff, legal advisers to the Facility Agent and the Mandated Lead Arrangers on
matters of Luxembourg law; and


 


(g)                          LG@Vocats,
legal advisers to the Ultimate Parent, the Parent, the Borrowers and the
Original Guarantors on matters of Luxembourg law,


 


in each case addressed to the
Relevant Finance Parties.


 


10.                                     Funds Flow Statement


 


A funds flow statement in the
agreed form detailing the proposed movement of funds on the Utilisation Date.


 


11.                                     Group Structure Chart


 


A copy of a chart showing in all material respects the structure of the
Bank Group and the Holding Companies of the Parent evidencing all material
ownership interests thereof as at the Original Execution Date (including the
matters set forth in paragraphs (b) and (c) of Clause 21.19 (Structure)).


 


12.                                     Miscellaneous


 


Copies of:


 


(a)                                      the
Steps Paper; and


 


(b)                                     the
Tax Cooperation Agreement.


 


13.                                     “Know your client”


 


In respect of each of the
Borrowers, copies of each of the documents listed below:


 


(a)                           certificate
of incorporation or the local equivalent (including any change of name
certificate(s) since establishment);


 


(b)                          memorandum
and articles of association, by-laws or the local equivalent;


 


(c)                           list
of the directors;


 


(d)                          extract
from the share register (or local equivalent) containing a list of the
shareholders;


 


(e)                           for
at least 2 of the directors: verification of their identity by delivery of a
certified copy of their passport or national identity card; verification of
their residential address within the last 3 months by delivery of an original
or certified copy of a utility bill (excluding mobile telephone bills), bank
statement or other correspondence addressed to them at their residential
address from a local government authority, tax office or similar entity (2
pieces of evidence of residential address for each person being identified);


 


(f)                             address
of the relevant company;


 


238

















 


(g)                          bank
account(s) details (account name, name of bank, address) of the relevant
company including a list of signatories to the bank account(s);


 


(h)                          commercial
register number (or the local equivalent);


 


(i)                              most
recent board resolution; and


 


(j)                              financial
statements,


 


together with such other
information as the Relevant Finance Parties may require (acting reasonably) for
the purposes of complying with its “know your client” procedures and in
compliance with applicable laws relating to anti-money laundering.


 


14.                                     B Facility Commitments


 


Evidence of the Borrowers having obtained B Facility
Commitments (or other Substitute Financing) in an aggregate principal amount of
not less than £600 million.


 


15.                                     Repayment of Existing Senior
Credit Facilities


 


Evidence that any obligations under the Existing Senior Credit
Facilities Agreement will be repaid and cancelled in full on the first
Utilisation Date.


 


239
















 


SCHEDULE 3


 


PART 2 - CONDITIONS SUBSEQUENT DOCUMENTS


 


1.              Authorisations
and Clearances


 


A copy of each Necessary Authorisation as is,
in the reasonable opinion of counsel to the Lenders, necessary to render the
Relevant Finance Documents to which the Ultimate Parent, the Parent and each
Original Obligor is party legal, valid, binding and enforceable, to make the
Relevant Finance Documents to which the Ultimate Parent, the Parent and each
Original Obligor is party admissible in evidence in such Original Obligor’s
jurisdiction of incorporation and in England and to enable the Ultimate Parent,
the Parent and such Original Obligor to perform its obligations thereunder,
save in each case, for any registration or recording required for the
perfection of the Security Documents and subject to the Reservations (to the
extent applicable).


 


2.              Existing
Encumbrances and Indebtedness


 


Evidence satisfactory to the Facility Agent
that all Existing Encumbrances set out in Section 1A of Part 1 of
Schedule 10 (Existing Encumbrances) have been
released or discharged within 10 Business Days.


 


240

















 


SCHEDULE 3


 


PART 3 - FORM OF OFFICER’S CERTIFICATE


 


To:           Deutsche
Bank AG, London Branch as Facility Agent


 


We refer to the facilities agreement dated 16 March 2010
(as from time to time amended, varied, novated or supplemented, the “Facilities Agreement”) and made between, inter alia, Virgin
Media Inc. as Ultimate Parent, Virgin Media Finance PLC as Parent, Virgin Media
Investment Holdings Limited, Virgin Media Limited, Virgin Media Wholesale
Limited, VMIH Sub Limited and Virgin Media SFA Finance Limited as Original
Borrowers, BNP Paribas London Branch and Deutsche Bank AG, London Branch as
Global Coordinators and Physical Bookrunners, BNP Paribas London Branch,
Deutsche Bank AG, London Branch, Crédit Agricole Corporate and Investment Bank,
GE Corporate Finance Bank SAS, Goldman Sachs International, J.P. Morgan PLC,
Lloyds TSB Corporate Markets, Merrill Lynch International, The Royal Bank of
Scotland plc and UBS Limited as Bookrunners and Mandated Lead Arrangers,
Deutsche Bank AG, London Branch as Facility Agent, Deutsche Bank AG, London
Branch as Security Trustee and the financial and other institutions named in it
as Lenders. Terms defined in the Facilities Agreement shall have the same
meanings in this Certificate.


 


I, [name], a
[Director/General Partner/Partner/Officer] of [name of
Obligor] of [address] (the [“Company”/”Partnership”])


 


CERTIFY without personal
liability, that:


 


(a)             [attached
to this Certificate marked “A” are true,
correct, complete and up-to-date copies of all documents which contain or
establish or relate to the [constitution of the Company]/[due formation of the
Partnership]*] / [the [Company/Partnership] has not amended any of its
constitutional documents in a manner which could be reasonably expected to be
materially adverse to the interests of the Lenders since the date such
documents were last delivered to the Facility Agent](2);


 


(b)            attached
to this Certificate marked [“A”/”B”] is a true, correct and complete copy of [resolutions
duly passed] at [a meeting of the Board of Directors] [a meeting of the
managers] [a meeting of the partners] duly convened and held on [·]
or the equivalent thereof passed as a written resolution of the
[Company/Partnership] approving the Relevant Finance Documents to which the
[Company/Partnership] is a party and authorising their execution, signature,
delivery and performance and such resolutions have not been amended, modified
or revoked and are in full force and effect;


 


(c)             the
entry into and performance of the Relevant Finance Documents to which it is a
party by the [Company/Partnership] will not breach any borrowing, guaranteeing
or other indebtedness limit to which the [Company/Partnership] is subject other
than any such limit imposed by the Existing Senior Credit Facilities Agreement;
and


 


(d)            the
following signatures are the true signatures of the persons who have been
authorised to sign any necessary documents on behalf of the [Company/Partnership]
and to give notices and communications (including Utilisation Requests), under
or in connection with the Relevant Finance Documents on behalf of the
[Company/Partnership].


 


	
  Name

  	
   

  	
  Position

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [·]

  	
   

  	
  [·]

  	
   

  	
  [·]

  



 






(2) This option is not available on or prior
to the first Utilisation.


 


241

















 


	
  Signed:

  	
   

  	
   

  
	
   

  	
  Director/Partner/Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  [·]

  	
   

  



 


I, [name], a
[Director/Secretary/General Partner/Partner] of [name of
Obligor] (the [“Company”/”Partnership”]), certify that the persons whose names and
signatures are set out above are duly appointed [·]
of the [Company/Partnership] and that the signatures of each of them above are
their respective signatures.


 


 


	
  Signed:

  	
   

  	
   

  
	
   

  	
  [Director/Secretary] [Partner]

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  [·]

  	
   

  



 






Notes:


 


	
  *

  	
  Including for the avoidance of doubt any
  partnership agreement.

  



 


242

















 


SCHEDULE 4


 


PART 1 - FORM OF UTILISATION REQUEST (ADVANCES)


 


	
  From:

  	
  [Name of Borrower]
  (the “Borrower”) 

  
	
   

  	
   

  
	
  To:

  	
  Deutsche Bank AG, London Branch

  
	
   

  	
  as Facility Agent

  
	
   

  	
   

  
	
  Date:

  	
  [·]

  



 


Dear Sirs


 


We refer to the facilities agreement dated 16 March 2010
(as from time to time amended, varied, novated or supplemented, the “Facilities Agreement”) and made between, inter alia, Virgin Media Inc. as Ultimate Parent, Virgin
Media Finance PLC as Parent, Virgin Media Investment Holdings Limited, Virgin
Media Limited, Virgin Media Wholesale Limited, VMIH Sub Limited and Virgin
Media SFA Finance Limited as Original Borrowers, BNP Paribas London Branch and
Deutsche Bank AG, London Branch as Global Coordinators and Physical
Bookrunners, BNP Paribas London Branch, Deutsche Bank AG, London Branch, Crédit
Agricole Corporate and Investment Bank, GE Corporate Finance Bank SAS, Goldman
Sachs International, J.P. Morgan PLC, Lloyds TSB Corporate Markets, Merrill
Lynch International, The Royal Bank of Scotland plc and UBS Limited as
Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG, London Branch as
Facility Agent, Deutsche Bank AG, London Branch as Security Trustee and the
financial and other institutions named in it as Lenders. Terms defined in the
Facilities Agreement shall have the same meanings in this Utilisation Request.


 


We, [·] and [·], being authorised signatories
of the Borrower named below, give you notice that, pursuant to the Facilities
Agreement, we wish the Lenders to make an Advance on the following terms:


 


(a)             Facility
to be used: [A/BX/Revolving Facility]


 


(b)            Sterling
Amount: £[·]


 


(c)             Currency:
[·]


 


(d)            Interest
Period/Term: [·] month[s]


 


(e)             Proposed
date of Advance: [·] (or if that day is not a Business Day, the next Business Day)


 


[We hereby inform you that as of the date of
this Utilisation Request, the following Event of Default has occurred and is
continuing or would result from the making of this Utilisation [insert details].](3) 
[We confirm that, at the date of this Utilisation Request, the Repeating
Representations are true in all material respects and no Default is continuing
or would result from the Advance to which this Utilisation Request relates.](4)


 


The proceeds of this Utilisation should be
credited to [insert account details].


 


This Utilisation Request is made by the
authorised signatories of the Borrower named below and is given without
personal liability.


 


Yours faithfully,


 






(3)           Applicable
for Rollover Advances only.  Insert
details of relevant Event of Default, if any.


(4)           Applicable
for any Advance other than a Rollover Advance.


 


243

















 


	
   

  	
   

  	
   

  
	
  Authorised Signatory

  	
   

  	
  Authorised Signatory

  
	
  for and on behalf of

  	
   

  	
  for and on behalf of

  
	
  [Name of Borrower]

  	
   

  	
  [Name of Borrower]

  



 


244

















 


SCHEDULE 4


 


PART 2 - FORM OF UTILISATION REQUEST (DOCUMENTARY CREDITS)


 


	
  From:

  	
  [Name of Borrower]
  (the “Borrower”)

  
	
   

  	
   

  
	
  To:

  	
  Deutsche Bank AG, London Branch

  
	
   

  	
  as Facility Agent

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
  [·]

  
	
   

  	
   

  
	
   

  	
  as a L/C Bank

  
	
   

  	
   

  
	
  Date:

  	
  [·]

  



 


Dear Sirs


 


We refer to the facilities agreement dated 16 March 2010
(as from time to time amended, varied, novated or supplemented, the “Facilities Agreement”) and made between, inter alia, Virgin Media Inc. as Ultimate Parent, Virgin
Media Finance PLC as Parent, Virgin Media Investment Holdings Limited, Virgin
Media Limited, Virgin Media Wholesale Limited, VMIH Sub Limited and Virgin
Media SFA Finance Limited as Original Borrowers, BNP Paribas London Branch and
Deutsche Bank AG, London Branch as Global Coordinators and Physical
Bookrunners, BNP Paribas London Branch, Deutsche Bank AG, London Branch, Crédit
Agricole Corporate and Investment Bank, GE Corporate Finance Bank SAS, Goldman
Sachs International, J.P. Morgan PLC, Lloyds TSB Corporate Markets, Merrill
Lynch International, The Royal Bank of Scotland plc and UBS Limited as
Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG, London Branch as
Facility Agent, Deutsche Bank AG, London Branch as Security Trustee and the
financial and other institutions named in it as Lenders. Terms defined in the
Facilities Agreement shall have the same meanings in this Utilisation Request.


 


We, [·] and [·], being authorised signatories
of the Borrower named below, give you notice that, pursuant to the Facilities
Agreement, we wish [name of L/C Bank]
to issue a Documentary Credit on the following terms:


 


(a)             Name
of Beneficiary: [·]


 


(b)            Address
of Beneficiary: [·]


 


(c)             Purpose
of/Liabilities to be assured by the Documentary Credit: [insert
details]


 


(d)            Sterling
Amount: £[·]


 


(e)             Currency:
[·]


 


(f)             Expiry
Date: [·] month[s]


 


(g)            Proposed
date of issue of Documentary Credit: [·] (or if that day is not a
Business Day, the next Business Day)


 


[We hereby inform you that as of the date of
this Utilisation Request, the following Event of Default has occurred and is
continuing or would result from the issuance of the Documentary Credit
requested hereunder [insert details].](5)


 






(5)             Applicable
for Renewal Requests only.  Insert
details of the relevant Event of Default, if any.


 


245

















 


[We confirm that, at the date of this Utilisation
Request, the Repeating Representations are true in all material respects and no
Default is continuing or would result from the issuance of the Documentary
Credit to which this Utilisation Request relates.](6)


 


Upon issuance of the Documentary Credit
requested hereunder, please send the Documentary Credit to the Beneficiary at
the address shown above, with a copy to [insert details of relevant
contact at the Borrower].


 


This Utilisation Request is made by the
authorised signatories of the Borrower named below and is given without
personal liability.


 


Yours faithfully


 


	
   

  	
   

  	
   

  
	
  Authorised Signatory

  	
   

  	
  Authorised Signatory

  
	
  for and on behalf of

  	
   

  	
  for and on behalf of

  
	
  [Name of Borrower]

  	
   

  	
  [Name of Borrower]

  



 






(6)             Applicable
to all Utilisation Requests in respect of a Documentary Credit (other than a
Renewal Request).


 


246

















 


SCHEDULE 5


 


PART 1 - FORM OF DEED OF TRANSFER AND ACCESSION


 


To:           Deutsche
Bank AG, London Branch as Facility Agent


 


This Deed is dated [·] and
relates to:


 


(a)         the
facilities agreement dated 16 March 2010 (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 Deutsche Bank AG, London Branch acts as Facility
Agent in connection therewith;


 


(b)         the HYD
Intercreditor Agreement;


 


(c)         the
Group Intercreditor Agreement; and


 


(d)         the
Security Trust Agreement.


 


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 37.7 (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 assess or keep under review on its behalf
the financial condition, creditworthiness, condition, affairs, status or nature
of any Obligor.


 


5.              The New Lender
undertakes with the Lender and each of the other parties to the Facilities
Agreement that it will perform in accordance with their terms all those
obligations which by the terms of the Relevant Finance Documents will be
assumed by it after delivery of this Deed to the Facility Agent and
satisfaction of the conditions (if any) subject to which this Deed is expressed
to take effect.


 


247

















 


6.              The Lender makes no
representation or warranty and assumes no responsibility with respect to the
legality, validity, effectiveness, adequacy or enforceability of the Facilities
Agreement, any other Relevant Finance Document or other document relating to it
and assumes no responsibility for the financial condition of any Obligor or for
the performance and observance by any Obligor of any of its obligations under
the Facilities Agreement, any Relevant Finance Document or any other document
relating to it and any and all such conditions and warranties, whether express
or implied by Law or otherwise, are excluded.


 


7.              The Lender gives
notice that nothing in this Deed or in the Facilities Agreement (or any
Relevant Finance Document or other document relating to it) shall oblige the
Lender (a) to accept a re transfer from the New Lender of the whole or any
part of its rights, benefits and/or obligations under the Relevant Finance
Documents transferred pursuant to this Deed or (b) to support any losses
directly or indirectly sustained or incurred by the New Lender for any reason
whatsoever (including the failure by any Obligor or any other party to the
Relevant Finance Documents (or any document relating to them) to perform its
obligations under any such document) and the New Lender acknowledges the
absence of any such obligation as is referred to in (a) and (b) above.


 


8.              [The New Lender
represents to the Facility Agent and to each relevant Borrower that it is a UK
Bank Lender.](7)


 


OR


 


[The New Lender represents to the Facility
Agent and to each relevant Borrower that it is a UK Non-Bank Lender and falls
within paragraph [(a)/(b)](8)  of the
definition thereof.](9)


 


 


OR


 


[The New Lender represents to the Facility
Agent and to each relevant Borrower that it is a UK Treaty Lender.](10)


 


9.              Any New Lender that
is a UK Bank Lender or a UK Non-Bank Lender shall deliver to the Facility
Agent, on or before the date falling five Business Days before the date upon
which interest next falls due for payment after the date hereof, the following
documents evidencing the tax status of the New Lender as indicated above:


 


	
  UK Bank Lender

  	
  (i)              certificate of incorporation; and

  

  (ii)             copy of banking licence.



  
	
  UK Non- Bank Lender

  	
  (i)                 certificate of incorporation in the UK; or

  

  (ii)               other
  evidence that the relevant ss. 933-937 Income Tax Act 2007 conditions are
  met.

  



 


If a New Lender
has previously provided the Company with the above documents (in connection
with any financing made available by such New Lender to the Company) such New
Lender shall only be required to confirm in writing that it had previously
provided such documents and that there have been no changes to the form of such
documents relevant for these purposes.


 






(7)            A
Lender giving this representation is a Qualifying UK Lender.


(8)            UK
Non-Bank Lender to delete as appropriate.


(9)            A
Lender giving this representation is a Qualifying UK Lender.


(10)          A
LENDER GIVING THIS REPRESENTATION IS A QUALIFYING UK LENDER.


 


248

















 


ACCESSION TO THE HYD INTERCREDITOR AGREEMENT


 


The New Lender hereby agrees with each other
person who is or becomes party to the HYD Intercreditor Agreement in accordance
with the terms thereof that with effect on and from the date hereof, it will be
bound by the HYD Intercreditor Agreement as a Senior Finance Party as if it had
been an original party thereto in such capacity.


 


ACCESSION TO THE GROUP INTERCREDITOR AGREEMENT


 


The New Lender hereby agrees with each other
person who is or becomes party to the Group Intercreditor Agreement in
accordance with the terms thereof that with effect on and from the date hereof,
it will be bound by the Group Intercreditor Agreement as a Senior Lender as if
it had been an original party thereto in such capacity.


 


ACCESSION TO THE SECURITY TRUST AGREEMENT


 


The New Lender hereby agrees with each other
person who is or becomes party to the Security Trust Agreement in accordance
with the terms thereof that with effect on and from the date hereof, it will be
bound by the Security Trust Agreement as a Beneficiary as if it had been an
original party thereto in such capacity. 
This Deed, including all non-contractual obligations arising out of or
in connection with it, shall be governed by, and construed in accordance with,
English Law.


 


IN WITNESS WHEREOF this Deed
has been executed as a deed by the parties hereto and is delivered on the date
written above.


 


249
















 


THE
SCHEDULE


 


	
  1.

  	
   

  	
   

  	
   

  	
  Lender:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
   

  	
   

  	
  New Lender:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
   

  	
   

  	
  Transfer Date:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
   

  	
   

  	
  Lender’s Participation in Term Facilities

  	
   

  	
  Portion Transferred

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
   

  	
  Lender’s Available A Facility Commitment*

  	
   

  	
  (a)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
  Lender’s Available [BX] Facility Commitment*

  	
   

  	
  (b)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
   

  	
   

  	
  Lender’s Participation in

  Term Facility Outstandings

  	
   

  	
   

  	
   

  	
  Interest Period

  	
   

  	
  Portion

  Transferred

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  A Facility Advances

  	
   

  	
   

  	
   

  	
  (a)

  	
   

  	
  (a)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  [BX] Facility Advances

  	
   

  	
   

  	
   

  	
  (b)

  	
   

  	
  (b)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  [(a)]

  	
   

  	
  Lender’s Revolving Facility Commitment

  	
   

  	
   

  	
   

  	
  Portion Transferred

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [(b)

  	
   

  	
  Lender’s Ancillary Facility Commitment

  	
   

  	
   

  	
   

  	
  Portion Transferred 100%]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  [(a)]

  	
   

  	
  Lender’s Participation in Revolving Facility Outstandings

  	
   

  	
   

  	
   

  	
  Term

  	
   

  	
  Portion Transferred

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [(b)

  	
   

  	
  Lender’s Participation in Ancillary Facility Outstandings

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Portion Transferred 100%]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
   

  	
   

  	
  [Documentary Credits Issued

  	
   

  	
   

  	
   

  	
  Term and Expiry Date

  	
   

  	
  Portion Transferred]

  



 






*                                         Details of the
Lender’s Available Commitment should not be completed after the applicable
Termination Date.


 


250

















 


	
  The Lender

  	
   

  	
  The Transferee

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a DEED by for and on 

  	
   

  	
  EXECUTED as a DEED by for and on 

  
	
   

  	
   

  	
   

  
	
  behalf of [                                     ]
  

  	
   

  	
  behalf of [                                    ]

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  By:

  



 


 


The Facility Agent


 


EXECUTED as a DEED by for and on


 


behalf of DEUTSCHE BANK AG, LONDON BRANCH


 


By:


 


By:


 


ADMINISTRATIVE
AND FACILITY OFFICE DETAILS


 


1.                                       Facility Office Address (in relation to the
Transferee’s tax status as set out in paragraph 8 above):


 


Please
provide administrative details of the Transferee, to the extent such details
have not been provided to the Facility Agent by way of a prior administrative
form.


 


2.                                       Administrative Office Address:


 


Contact Name:


 


Account for
Payments:


 


Fax:


 


Telephone:


 


251

















 


SCHEDULE
5


 


PART 2 - FORM OF B
FACILITY ACCESSION DEED


 


To:                              Deutsche Bank AG, London
Branch as Facility Agent


 


Virgin Media
Investment Holdings Limited (the “Company”)


 


This Deed is dated [·] and relates to:


 


(a)                                 the facilities agreement dated
16 March 2010 (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 Deutsche Bank AG, London Branch acts as Facility
Agent in connection therewith;


 


(b)                                the HYD Intercreditor
Agreement;


 


(c)                                 the Group Intercreditor
Agreement; and


 


(d)                                the Security Trust Agreement.


 


1.                                      Terms
defined in the Facilities Agreement shall, subject to any contrary indication,
have the same meanings in this Deed.  The
B Facility made available under this Deed shall be designated as the “[BX](11) Facility”.
[The/Each] “[BX] Facility
Lender” and [the/each] “[BX] Facility Borrower” is set out on the Schedule to this Deed.


 


2.                                      [Each/The]
[BX] Facility Lender confirms that the details in the Schedule to this Deed are
an accurate summary of [such/the] [BX] Facility Lender’s Commitment in the [BX]
Facility.


 


3.                                      [Each/The]
[BX] Facility Lender requests the Facility Agent and the Company to accept this
Deed as being delivered to the Facility Agent and the Company pursuant to and
for the purposes of Clause 2.1(b) (The
Facilities) of the Facilities Agreement.


 


4.                                      [Each/The]
[BX] Facility 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 any other
Relevant Finance Party 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 any
other Relevant Finance Party to assess or keep under review on its behalf the
financial condition, creditworthiness, condition, affairs, status or nature of
the Parent or any Obligor.


 


5.                                      [Each/The]
[BX] Facility Lender agrees to become party to and to be bound by the terms of
the Facilities Agreement as a B Facility Lender.


 


6.                                      The
Termination Date in respect of the [BX] Facility is [     ].


 


7.                                      The
[BX] Facility Margin is [   ] per annum.
[The [BX] Facility Margin shall be subject to reduction and increase as
follows: [Insert ratchet provision].]


 






(11)                           Insert designation of the relevant B
Facility, if applicable, e.g., B1, B2 or B3.


 


252

















 


8.                                      The
Maturity Date in respect of the [BX] Facility is [     ].


 


9.                                      [Insert prepayment premium provision if applicable.]


 


10.                                [The
issue price of the [BX] Facility is [    
].]


 


11.                                [Each/The]
[BX] Facility Lender undertakes with the Company and each of the other Relevant
Finance Parties that it will perform in accordance with their terms all those
obligations which by the terms of the Relevant Finance Documents will be
assumed by it after delivery of this Deed to the Facility Agent and
satisfaction of the conditions (if any) subject to which this Deed is expressed
to take effect.


 


12.                                The
Company undertakes to deliver to any [BX] Facility Lender that has not previously
received it, a copy of the annual operating budget in respect of the financial
year ending 31 December 2010 that was delivered to the Lenders under the
Existing Senior Credit Facilities Agreement.


 


13.                                [[Each of] [Insert name of relevant BX Facility
Lender(s)] represents to the Facility Agent and to the Company that is a UK
Bank Lender.](12)


 


AND/OR


 


[[Each of] [Insert name of
relevant BX Facility Lender(s)]represents to the Facility Agent and to the
Company that it is a UK Non-Bank Lender and falls within paragraph [(a)/(b)](13) of the
definition thereof.](14)


 


AND/OR


 


[[Each of] [Insert name of
relevant BX Facility Lender(s)]represents to the Facility Agent and to the
Company that it is a UK Treaty Lender.](15)


 


14.                                Each
[BX] Facility Lender that is a UK Bank or UK Non-Bank Lender shall deliver to
the Facility Agent, on or before the date falling five Business Days before the
date upon which interest next falls due for payment after the date hereof, the
following documents evidencing the tax status of such [BX] Facility Lender as
indicated above:


 


	
  UK Bank Lender

  	
   

  	
  (i)

  	
  certificate of incorporation; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  copy of banking licence.

  
	
   

  	
   

  	
   

  	
   

  
	
  UK Non- Bank Lender

  	
   

  	
  (i)

  	
     certificate of incorporation in
  the UK; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
     other evidence that the
  relevant ss. 933-937 Income Tax Act 2007 are met.

  



 






(12)                           A [BX] Facility Lender giving this representation
is a Qualifying UK Lender and may lend to any Borrower incorporated in the
United Kingdom.


 


(13)                           UK Non- Bank Lender to delete as appropriate.


 


(14)                           A [BX] Facility Lender giving this representation
is a Qualifying UK Lender and may lend to any Borrower incorporated in the
United Kingdom.


 


(15)                           A [BX] Facility Lender giving this
representation is a Qualifying UK Lender and may lend to any Borrower
incorporated in the United Kingdom.


 


253

















 


If a [BX] Facility
Lender has previously provided the Company with the above documents (in
connection with any financing made available by such [BX] Facility Lender to
the Company) such [BX] Facility Lender shall only be required to confirm in
writing that it had previously provided such documents and that there have been
no changes to the form of such documents relevant for these purposes.


 


ACCESSION TO THE HYD INTERCREDITOR
AGREEMENT


 


[Each/The] [BX] Facility Lender hereby agrees with
each other person who is or becomes party to the HYD Intercreditor Agreement in
accordance with the terms thereof that with effect on and from the date hereof,
it will be bound by the HYD Intercreditor Agreement as a Senior Finance Party
and as a Senior Lender as if it had been an original party thereto in such
capacity.


 


ACCESSION TO THE GROUP INTERCREDITOR
AGREEMENT


 


[Each/The] [BX] Facility Lender hereby agrees with
each other person who is or becomes party to the Group Intercreditor Agreement
in accordance with the terms thereof that with effect on and from the date
hereof, it will be bound by the Group Intercreditor Agreement as a Senior
Finance Party and as a Senior Lender as if it had been an original party
thereto in such capacity.


 


This Deed,
including all non-contractual obligations arising out of or in connection with
it, shall be governed by, and construed in accordance with, English Law.


 


IN WITNESS WHEREOF this Deed has been executed
as a deed by the parties hereto and is delivered on the date written above.


 


254

















 


THE SCHEDULE


 


	
  Name of [BX] Facility Lender

  	
   

  	
  [BX] Facility Lender’s Commitment

  
	
   

  	
   

  	
   

  
	
  [·]

  	
   

  	
  [·]

  



 


	
  Name of [BX] Facility Borrower

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [·]

  	
   

  	
   

  



 


255

















 


	
  [Insert
  Appropriate Signature Block for Each BX Facility Lender]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The
  Facility Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED for and on behalf of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DEUTSCHE
  BANK AG, LONDON BRANCH

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The
  Company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  as a DEED for and on behalf of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  VIRGIN
  MEDIA INVESTMENT HOLDINGS LIMITED acting by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Director

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [Insert name
  of director]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
  Occupation:

  	
   

  	
   

  



 


Administrative Details of [BX]
Facility Lender and its Facility Office(16)


 


Facility Office Address in relation to its tax status
as set out in paragraph 14 above:


 


Administrative Office:


 


Contact Name:


 


Account for Payments:


 


Fax:


 


Telephone:


 






(17)                           To be replicated for each [BX]
Facility Lender


 


256
















 


SCHEDULE 5


 


PART 3 - FORM OF ACCESSION
NOTICE


 


THIS ACCESSION NOTICE is
entered into on [·] by
[insert name of Holding Company] (“Holdco”)] / [[insert name of Subsidiary]
(the “Subsidiary”)] and [Virgin Media Finance
PLC (the “Parent”)] [Virgin Media Investment
Holdings Limited (the “Company”)] by
way of a deed in favour of the Facility Agent, the Mandated Lead Arrangers and
the Lenders (each as defined in the Facilities Agreement referred to below).


 


BACKGROUND


 


(A)                                  We
refer to the facilities agreement dated 16 March 2010 (as from time to
time amended, varied, novated or supplemented, the “Facilities
Agreement”) and made between, inter alia, Virgin Media Inc. as
Ultimate Parent, Virgin Media Finance PLC as Parent, Virgin Media Investment
Holdings Limited, Virgin Media Limited, Virgin Media Wholesale Limited, VMIH
Sub Limited and Virgin Media SFA Finance Limited as Original Borrowers, BNP
Paribas London Branch and Deutsche Bank AG, London Branch as Global
Coordinators and Physical Bookrunners, BNP Paribas London Branch, Deutsche Bank
AG, London Branch, Crédit Agricole Corporate and Investment Bank, GE Corporate
Finance Bank SAS, Goldman Sachs International, J.P. Morgan PLC, Lloyds TSB
Corporate Markets, Merrill Lynch International, The Royal Bank of Scotland plc
and UBS Limited as Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG,
London Branch as Facility Agent, Deutsche Bank AG, London Branch as Security
Trustee and the financial and other institutions named in it as Lenders.


 


(B)                                    [The
Subsidiary is required to accede to the Facilities Agreement as an Acceding
Guarantor pursuant to Clause 3.1 (Conditions Precedent)
and Clause 26.2 (Acceding Guarantors).]


 


OR


 


[The Company has
requested that the Subsidiary becomes an Acceding Borrower and an Acceding Guarantor
pursuant to Clause 26.1 (Acceding Borrowers)
of the Facilities Agreement.]


 


OR


 


[The Company has
requested that the Subsidiary become an Acceding Guarantor pursuant to
Clause 26.2 (Acceding Guarantors) of the
Facilities Agreement.]


 


OR


 


[The Company has
requested that Holdco becomes a party to this Agreement as the Ultimate Parent
pursuant to Clause 26.3 (Acceding Holding Company)
of the Facilities Agreement.]


 


NOW THIS DEED WITNESS AS
FOLLOWS:


 


1.                                           Terms defined in the Facilities
Agreement have the same meanings in this Accession Notice.


 


2.                                           [The Subsidiary/Holdco] is a company [or specify any other type of entity] duly incorporated,
established or organised under the laws of [insert relevant
jurisdiction].


 


3.                                           [The Subsidiary/Holdco] confirms that it
has received from the Company a true and up-to-date copy of the Facilities
Agreement and the other Relevant Finance Documents.


 


4.                                           [The Subsidiary/Holdco] undertakes,
upon its becoming a [party to the Facilities Agreement/Borrower/Guarantor], to
perform all the obligations expressed to be undertaken 


 


257

















 


under the Facilities Agreement,
[the Group Intercreditor Agreement], [the HYD Intercreditor Agreement] and the
other Relevant Finance Documents by a [Borrower] [Guarantor] [Holdco] and
agrees that it shall be bound by the Facilities Agreement, [the Group
Intercreditor Agreement], [the HYD Intercreditor Agreement], [the Supplemental
HYD Intercreditor Agreement](17) and the other Relevant Finance Documents
in all respects as if it had been an original party to them as [a Borrower] [a
Guarantor] [the Ultimate Parent](18).


 


5.                                           The Company:


 


(a)                           repeats
the Repeating Representations identified as being made by it under Clause 21 (Representations and Warranties) upon the date [the
Subsidiary/Holdco] accedes to the Facilities Agreement; and


 


(b)                          confirms
that no Default [(other than any Default which will be remedied by the
accession of the [Acceding Borrower][Acceding Guarantor] and each other person
acceding as a [Borrower][Guarantor] on or about the date of this Accession
Notice)] is continuing or will occur as a result of [the Subsidiary/Holdco]
becoming an [Acceding Borrower/an Acceding Guarantor/ a party to this
Agreement].


 


6.                                           [The Subsidiary makes, in relation to
itself, the representations and warranties expressed to be made by a Guarantor
in Clause 21 (Representations and Warranties)
of the Facilities Agreement.](19)


 


OR


 


[The Subsidiary
makes, in relation to itself, the Repeating Representations expressed to be
made by a Borrower in Clause 21 (Representations and
Warranties) of the Facilities Agreement]


 


OR


 


[The Subsidiary
makes, in relation to itself, the Repeating Representations expressed to be
made by a Guarantor in Clause 21 (Representations and Warranties)
of the Facilities Agreement](20)


 


OR


 


[Holdco makes, in
relation to itself, the Repeating Representations expressed to be made by the
Ultimate Parent in Clause 21 (Representations and
Warranties) of the Facilities Agreement](21)


 


7.                                           [The Subsidiary hereby represents that
it is subject to or is potentially liable to US Federal Income Taxes or its
members or shareholders are liable or potentially liable to US Federal Income
Taxes in respect of its net income or profit and upon its accession to the
Facilities Agreement as an Acceding Guarantor, it will be a Restricted
Guarantor.](22)


 


8.                                           [[The Subsidiary/Holdco] confirms that
it has appointed [Virgin Media Investment Holdings Limited] to be its process
agent for the purposes of accepting service of Proceedings on it.](23)


 






(17)                                Delete if inapplicable.


(18)                                Insert any legal limitations on
guarantee, if applicable.


(19)                                Original Guarantors only.


(20)                                Acceding Guarantors only.


(21)                                Acceding Holdco only.


(22)                                Restricted Guarantors only.


(23)                                Non-English entities only.


 


258

















 


9.              [The Subsidiary/Holdco]’s administrative details for the
purposes of the Facilities Agreement are as follows:


 


Address:


 


Contact:


 


Telephone No:


 


Fax No:


 


10.            This Accession Notice, including all non-contractual
obligations arising out of or in connection with it, shall be governed by, and
construed in accordance with, English Law.


 


This Accession Notice has
been executed as a Deed by the Company and [the Parent/The Subsidiary /Holdco]
and signed by the Facility Agent on the date written at the beginning of this
Accession Notice.


 


[THE
SUBSIDIARY


 


EXECUTED as a
DEED by                


[Name
of Subsidiary] acting by


 




	
  Director

  	
  )

  	
   

  
	
   

  	
   

  	
  [insert name of director]

  
	
   

  	
   

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  WITNESS

  
	
   

  	
   

  	
  Witness name:

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
  Occupation:

  






 


OR


 


[HOLDCO


 


EXECUTED as a
DEED by


[Insert
name of Holdco] acting by


 




	
  Director

  	
  )

  	
   

  
	
   

  	
   

  	
  [insert name of director]

  
	
   

  	
   

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  WITNESS

  
	
   

  	
   

  	
  Witness name:

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
  Occupation:

  






 


259

















 


THE COMPANY


 


EXECUTED as a
DEED by                


VIRGIN MEDIA INVESTMENT
HOLDINGS LIMITED


 


acting by


 




	
  Director

  	
  )

  	
   

  
	
   

  	
   

  	
  [insert name of director]

  
	
   

  	
   

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  WITNESS

  
	
   

  	
   

  	
  Witness name:

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
  Occupation:

  






 


THE FACILITY AGENT


 


DEUTSCHE BANK AG, LONDON
BRANCH


 




	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  






 


260

















 


SCHEDULE 5


 


PART 4 - ACCESSION DOCUMENTS


 


1.                                           Corporate Documents


 


In relation to the
proposed Acceding Group Company:


 


(a)                           a
copy of its up-to-date constitutional documents;


 


(b)                          a
board resolution or a manager’s resolution or a partner’s resolution of such
person approving the execution and delivery of the relevant Accession Notice,
its accession to the Facilities Agreement as an Acceding Guarantor, Acceding
Holding Company or Acceding Borrower, as applicable, and the performance of its
obligations under the Relevant Finance Documents and authorising a person or
persons identified by name or office to sign such Accession Notice and any
other documents to be delivered by it pursuant thereto;


 


(c)                           to
the extent legally necessary, a copy of a shareholders’ resolution of all the
shareholders of such person approving the execution, delivery and performance
of the Relevant Finance Documents to which it is a party and the terms and
conditions to it; and


 


(d)                          a
duly completed certificate of a duly authorised officer of such person
substantially in the form of Part 3 of Schedule 3 (Form of
Officer’s Certificate).


 


2.                                           Legal Opinions


 


Such legal
opinions as the Facility Agent may reasonably require of such legal advisers as
may be acceptable to the Facility Agent, as to:


 


(a)                           the
due incorporation, capacity and authorisation of the relevant Acceding Group
Company; and


 


(b)                          the
relevant obligations to be assumed by the relevant Acceding Group Company under
the Relevant Finance Documents to which it is a party being legal, valid,
binding and enforceable against it,


 


in each case,
under the relevant laws of the jurisdiction of organisation or establishment of
such Acceding Group Company, as the case may be.


 


3.                                           Necessary Authorisations


 


A copy of any
Necessary Authorisation as is in, the reasonable opinion of counsel to the
Lenders necessary to render the Relevant Finance Documents to which the
relevant Acceding Group Company, is or is to be party legal, valid, binding and
enforceable, to make the Relevant Finance Documents to which the relevant
Acceding Group Company is or is to be party admissible in evidence in such
Acceding Group Company’s jurisdiction of incorporation and (if different) in
England and to enable such Acceding Group Company to perform its obligations
thereunder, as a matter of law save, in the case of any Acceding Guarantor or
Acceding Borrower, for any registrations or recordings required for the
perfection of the Security Documents and subject to the Reservations (to the
extent applicable).


 


261

















 


4.                                           Security Documents


 


In the case of an
Acceding Guarantor or Acceding Borrower, at least 2 original copies of any
Security Documents required by the Facility Agent, acting reasonably in
accordance with the terms of this Agreement duly executed by the proposed
Acceding Guarantor or Acceding Borrower together with all documents required to
be delivered pursuant to it provided the Acceding Guarantor or Acceding
Borrower shall be under no obligation to procure the granting of Security over
any shares, in receivables owed by, or any other interest in any Bank Group
Excluding Subsidiary or Project Company.


 


5.                                           Process Agent


 


Written
confirmation from any process agent referred to in the relevant Accession
Notice that it accepts its appointment as process agent.


 


6.                                           Financial Statements


 


The latest annual
audited financial statements of the relevant Acceding Group Company, if any.


 


262

















 


SCHEDULE 6


 


PART 1 — FORM OF ADDITIONAL
FACILITY ACCESSION DEED


 


To:                                  Deutsche
Bank AG, London Branch as Facility Agent


 


[Date]


 


Dear Sirs


 


Additional Facility
Accession Deed


 


This Deed is dated [·] and relates to:


 


(a)                                      the facilities agreement dated
16 March 2010 (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 Deutsche Bank AG, London Branch acts as Facility
Agent in connection therewith;


 


(b)                                     the HYD Intercreditor
Agreement;


 


(c)                                      the Group Intercreditor
Agreement; and


 


(d)                                     the Security Trust Agreement.


 


1.                                           Terms defined in the Facilities
Agreement shall have the same meaning in this Additional Facility Accession
Deed.


 


2.                                           We refer to Clause 2.5 (Additional Facility) of the Facilities Agreement.


 


3.                                           [Unless otherwise indicated herein, the
terms of this Additional Facility Accession Deed shall be consistent in all
material respects with the terms of the Facilities Agreement including, without
limitation, with respect to interest period, conditions precedent, tax gross-up
provisions and indemnity provisions, representations and warranties,
utilisation mechanics, cancellation and prepayment (including the treatment of
this Additional Facility Accession Deed under the prepayment waterfall), fees,
costs and expenses, transfers, voting, amendments and waivers, financial and
non-financial covenants and events of default.]


 


4.                                           No Utilisation may be made of the
Additional Facility made available pursuant to this Additional Facility
Accession Deed, if, at the time of such Utilisation, an Event of Default is
continuing or would result from such Utilisation.


 


5.                                           This Additional Facility Accession Deed
is made as a [term loan/revolving loan].


 


6.                                           [Each of] [Name of Additional Facility
Lender(s)] agrees to become party to and to be bound by the terms of the
Facilities Agreement as an Additional Facility Lender in accordance with
Clause 2.5 (Additional Facility).


 


7.                                           The aggregate principal amount of the
Additional Facility being made available under this Additional Facility
Accession Deed is EUR/US$/Sterling [          ].


 


8.                                           The Additional Facility Availability
Period is [       ].


 


263

















 


9.                                           Interest on the Additional Facility
will accrue and be payable as follows: [  
].  The Additional Facility Margin
is [   ] per annum.


 


10.                                     The Final Maturity Date(24) in respect of the Additional Facility
is [        ].


 


11.                                     Use of proceeds: [       ].


 


12.                                     The Additional Facility shall be repaid
as follows:  [      ].


 


13.                                     The Additional Facility Commencement
Date is [       ].


 


14.                                     The commitment fee in relation to this
Additional Facility under Clause 16 (Commissions and Fees)
is [    ] per cent. per annum.


 


15.                                     [Add additional terms of the Additional
Facility, as required, as set out in Clause 2.5 (Additional
Facility)]


 


16.                                     The Company confirms that all requirements
of paragraph (a) of Clause 2.5 (Additional Facility)
are fulfilled as of the date of this Additional Facility Accession Deed;


 


17.                                     [[Each/The] Additional Facility Lender
and [each/the] Additional Facility Borrower confirms that the Additional
Facility being made available pursuant to this Additional Facility Accession
Deed shares in the Security on a junior basis to the Facilities].


 


18.                                     [Each/The] Additional Facility Lender
confirms to each other Relevant Finance Party that:


 


(a)                           it
has made its own independent investigation and assessment of the financial
condition and affairs of each Obligor and such Obligor’s related entities in
connection with its participation in the Additional Facility being made
available pursuant to this Additional Facility Accession Deed and has not
relied on any information provided to it by any other Relevant Finance Party in
connection with any Relevant Finance Document; and


 


(b)                          it
will continue to make its own independent appraisal of the creditworthiness of
each Obligor and such Obligor’s related entities while any amount is or may be
outstanding under the Facilities Agreement or any Additional Facility
Commitment is in force.


 


19.                                     The Facility Office and address for
notices of [each/the] Additional Facility Lender for the purposes of Clause 41
(Notices and Delivery of Information) is:


 


[               ]


 


20.                                     This Additional Facility Accession
Deed, including all non-contractual obligations arising out of or in connection
with it, shall be governed by, and construed in accordance with, English Law.


 


21.                                     [[Each of] [Insert name of relevant
Additional Facility Lender(s)] represents to the Facility Agent and to the
Company that is a UK Bank Lender.](25)


 






(24)                                The Final Maturity
Date shall be no earlier than 31 December 2015 and, in the event that there’s
provision for any scheduled repayments prior to this date, the average life to
maturity shall not be shorter than the average life to maturity of any A
Facility outstanding under the Facilities Agreement at the time of establishment
of such Additional Facility.


 


(25)                                An Additional
Facility Lender giving this representation is a Qualifying UK Lender.


 


264

















 


AND/OR


 


[[Each
of] [Insert name of relevant
Additional Facility Lender(s)] represents to the Facility Agent and to
the Company that it is a UK Non-Bank Lender and falls within
paragraph [(a)/(b)](26) of the
definition thereof.](27)


 


AND/OR


 


[[Each
of] [Insert name of relevant Additional
Facility
Lender(s)] represents to the Facility Agent and to the Company that it is a UK
Treaty Lender.](28)


 


AND/OR


 


[[Each
of] [Insert name of relevant Additional Facility Lender(s)] represents to the
Facility Agent and to the Company that it is a UK Treaty Lender.](29)


 


AND/OR


 


[[Each
of] [Insert name of relevant Additional Facility Lender(s)] represents to the
Facility Agent and to the Company that it is not a Qualifying UK Lender.]


 


22.                                     Each Additional Facility Lender that is
a UK Bank Lender or a UK Non-Bank Lender shall deliver to the Facility Agent,
on or before the date falling five Business Days before the date upon which
interest next falls due for payment after the date hereof, the following
documents evidencing the tax status of such Additional Facility Lender as
indicated above:


 


	
  UK Bank Lender

  	
  (i)        certificate of incorporation; and

   

  (ii)        copy of banking licence.

   

  
	
  UK Non- Bank Lender

  	
  (i)        certificate of incorporation in the UK; or

   

  (ii)       other evidence that the relevant ss. 933-937 Income Tax Act 2007
  conditions are met.

  



 


If an Additional Facility Lender has previously provided the Company
with the above documents (in connection with any financing made available by
such Additional Facility Lender to the Company) such Additional Facility Lender
shall only be required to confirm in writing that it had previously provided
such documents and that there have been no changes to the form of such
documents relevant for these purposes.


 


ACCESSION TO THE HYD
INTERCREDITOR AGREEMENT


 


[Each/The] Additional Facility Lender hereby
agrees with each other person who is or becomes party to the HYD Intercreditor
Agreement in accordance with the terms thereof that with effect on and from the
date hereof, it will be bound by the HYD Intercreditor Agreement as a Senior
Finance Party and as a Senior Lender as if it had been an original party
thereto in such capacity.


 






(26)                                UK Non-Bank Lender to delete as appropriate.


 


(27)                                An Additional Facility Lender giving this representation is a Qualifying
UK Lender.


 


(28)                                An Additional Facility Lender giving this representation is a Qualifying
UK Lender.


 


(29)                                An Additional Facility Lender giving this representation is a Qualifying
UK Lender.


 


265

















 


ACCESSION TO THE GROUP
INTERCREDITOR AGREEMENT


 


[Each/The] Additional Facility Lender
hereby agrees with each other person who is or becomes party to the Group
Intercreditor Agreement in accordance with the terms thereof that with effect
on and from the date hereof, it will be bound by the Group Intercreditor
Agreement as a Senior Finance Party and as a Senior Lender as if it had been an
original party thereto in such capacity.


 


This Deed, including all non-contractual
obligations arising out of or in connection with it, shall be governed by, and
construed in accordance with, English Law.


 


IN WITNESS WHEREOF this Deed has been executed
as a deed by the parties hereto and is delivered on the date written above.


 


[INSERT APPROPRIATE
SIGNATURE BLOCK FOR EACH ADDITIONAL FACILITY LENDER(S)]


 


THE COMPANY


 


EXECUTED as a DEED for and on
behalf of


 


VIRGIN MEDIA INVESTMENT HOLDINGS
LIMITED acting by:


 




	
  Director

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Insert name of director]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Witness

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
  Occupation:

  






 


[INSERT
APPROPRIATE SIGNATURE BLOCK FOR EACH ADDITIONAL FACILITY BORROWER]


 


THE FACILITY AGENT


 


EXECUTED as a DEED for and on
behalf of


 


DEUTSCHE BANK AG, LONDON BRANCH


 




	
  By:

  	
   

  	
  By:

  






 


Administrative Details of Additional
Facility Lender and its Facility Office(30)


 


Facility Office Address in relation to its
tax status as set out in paragraph 21 above:


 


Administrative Office:


 






(30)                                To be replicated for each
Additional Facility Lender


 


266

















 


	
  Contact
  Name:

  	
   

  
	
   

  	
   

  
	
  Account
  for Payments:

  	
   

  
	
   

  	
   

  
	
  Fax:

  	
   

  
	
   

  	
   

  
	
  Telephone:

  	
   

  



 


267
















 


SCHEDULE 6


 


PART 2 - CONDITIONS PRECEDENT TO
ADDITIONAL FACILITY UTILISATION


 


1.                                           Corporate Documents


 


In relation to
each Borrower in respect of the Additional Facility:


 


(a)                           a
copy of its up-to-date constitutional documents or a certificate of an authorised
officer of the Company confirming that such Borrower has not amended its
constitutional documents in a manner which could reasonably be expected to be
materially adverse to the interests of the Lenders since the date the Obligor’s
Certificate in relation to such Obligor was last delivered to the Facility
Agent.


 


(b)                          a
copy of a board resolution or a manager’s or partner’s resolution of such
person approving the incurrence by such person of the indebtedness under the
Additional Facility; and


 


(c)                           a
duly completed certificate of a duly authorised officer of such person in the
form attached in Part 3 of Schedule 6 (Form of Additional
Facility Officer’s Certificate) with such amendments as the Facility
Agent may agree.


 


2.                                           Fees


 


Evidence that the agreed fees
payable by the Company in connection with the utilisation of the Additional
Facility have been or will be paid.


 


3.                                           Designation


 


Duly executed copy
of notices of the Company of:


 


(a)                           designating
the Additional Facility as New Senior Liabilities in accordance with Clause 12
(New Senior Liabilities) of the Group
Intercreditor Agreement; and


 


(b)                          designating
the Additional Facility as Designated Senior Liabilities in accordance with
Clause 8.2 (Designated Senior Liabilities) of the
HYD Intercreditor Agreement.


 


4.                                           Legal Opinions


 


An opinion of:


 


(a)                           Latham &
Watkins (London) LLP, legal advisers to the Facility Agent and the Mandated
Lead Arrangers on matters of English law; and


 


(b)                          Fried,
Frank, Harris, Shriver & Jacobson (London) LLP, legal advisers to
Obligors on matters of New York law.


 


268

















 


SCHEDULE 6


 


PART 3 - FORM OF ADDITIONAL
FACILITY OFFICER’S CERTIFICATE


 


To:                                  Deutsche
Bank AG, London Branch as Facility Agent


 


We refer to the facilities
agreement dated 16 March 2010 (as from time to time amended, varied,
novated or supplemented, the “Facilities Agreement”)
and made between, inter alia, Virgin Media Inc. as
Ultimate Parent, Virgin Media Finance PLC as Parent, Virgin Media Investment
Holdings Limited, Virgin Media Limited, Virgin Media Wholesale Limited, VMIH
Sub Limited and Virgin Media SFA Finance Limited as Original Borrowers, BNP
Paribas London Branch and Deutsche Bank AG, London Branch as Global
Coordinators and Physical Bookrunners, BNP Paribas London Branch, Deutsche Bank
AG, London Branch, Crédit Agricole Corporate and Investment Bank, GE Corporate
Finance Bank SAS, Goldman Sachs International, J.P. Morgan PLC, Lloyds TSB
Corporate Markets, Merrill Lynch International, The Royal Bank of Scotland plc
and UBS Limited as Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG,
London Branch as Facility Agent, Deutsche Bank AG, London Branch as Security
Trustee and the financial and other institutions named in it as Lenders. Terms
defined in the Facilities Agreement shall have the same meanings in this
Certificate.


 


I, [name],
a [Director/Partner/General Partner/Officer] of [name of
Obligor] of [address] (the [“Company”/”Partnership”])


 


CERTIFY
without personal liability, that:


 


(a)                                      [attached
to this Certificate marked “A” are true,
correct, complete and up-to-date copies of all documents which contain or
establish or relate to the constitution of the [Company/Partnership];] / [the
[Company/Partnership] has not amended any of its constitutional documents in a
manner which could be reasonably expected to be materially adverse to the
interests of the Lenders since the date such documents were last delivered to
the Facility Agent];


 


(b)                                     attached
to this Certificate marked [“A”/”B”] is a true, correct and complete copy of [resolutions
duly passed] at [a meeting of the Board of Directors] [a meeting of the
managers] [a meeting of the partners] duly convened and held on [·] or the
equivalent thereof passed as a written resolution of the [Company/Partnership]
approving the Relevant Finance Documents to which the [Company/Partnership] is
a party and authorising their execution, signature, delivery and performance
and such resolutions have not been amended, modified or revoked and are in full
force and effect; and


 


(c)                                      the
incurrence of the indebtedness under the Additional Facility by the
[Company/Partnership] will not breach any borrowing, guaranteeing or other
indebtedness limit to which the [Company/Partnership] is subject.


 


269

















 


SCHEDULE 7


 


MANDATORY COST FORMULA


 


1.                                           The Mandatory Cost is an addition to
the interest rate in relation to the cost of compliance with (a) the
requirements of the Bank of England and/or the Financial Services Authority
(or, in either case, any other authority which replaces all or any of its
functions) or (b) the requirements of the European Central Bank.


 


2.                                           On the first day of each Interest
Period (or as soon as possible thereafter) the Facility Agent shall calculate,
as a percentage rate, a rate (the “Additional Cost Rate”)
in accordance with the paragraphs set out below. The Mandatory Cost will be
calculated by the Facility Agent by reference to the Facility Agent’s own rates
and will be expressed as a percentage rate per annum.


 


3.                                           The Additional Cost Rate for any Lender
lending from a Facility Office in a Participating Member State will be the
percentage determined by the Facility Agent as the cost of complying with the
minimum reserve requirements of the European Central Bank.


 


4.                                           The Additional Cost Rate for any Lender
lending from a Facility Office in the United Kingdom will be calculated by the
Facility Agent as follows:


 


(a)                           in
relation to a domestic Sterling Advance:


 


	
  

  	
   per
  cent. per annum

  



 


(b)                          in
relation to an Advance in any currency other than domestic Sterling:


 


	
  

  	
   per
  cent. per annum

  



 


Where:


 


(A)                                  is
the percentage of Eligible Liabilities (assuming these to be in excess of any
stated minimum) which that Lender is from time to time required to maintain as
an interest free cash ratio deposit with the Bank of England to comply with
cash ratio requirements;


 


(B)                                    is
the percentage rate of interest (excluding the Margin and the Mandatory Cost
and if the Advance is subject to default interest under Clause 28 (Default Interest) the additional rate specified in
Clause 28 (Default Interest)) payable for
the relevant Interest Period on the Advance;


 


(C)                                    is
the percentage (if any) of Eligible Liabilities which that Lender is required
from time to time to maintain as interest bearing Special Deposits with the
Bank of England;


 


(D)                                   is
the percentage rate per annum payable by the Bank of England to the Facility
Agent on interest bearing Special Deposits; and


 


(E)                                     is
the rate of charge payable by the Facility Agent to the Financial Services
Authority pursuant to the Fees Regulations (but, for this purpose, ignoring any
minimum fee 


 


270

















 


required pursuant
to the Fees Regulations) and expressed in pounds per £1,000,000 of the Fee Base
of the Facility Agent.


 


5.                                           For the purposes of this Schedule 7:


 


(a)                           “Eligible Liabilities” and “Special
Deposits” have the meanings given to them from time to time under or
pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank
of England;


 


(b)                          “Fees Regulations” means the Banking Supervision (Fees)
Regulations 2001 or such other law or regulation as may be in force from time
to time in respect of the payment of fees for banking supervision;


 


(c)                           “Fee Base” has the meaning given to it, and will be
calculated in accordance with, the Fees Regulations;


 


(d)                          “Fee Tariffs” means the fee tariffs specified in the Fees
Regulations under the activity group A.1 Deposit acceptors (ignoring any
minimum fee or zero rated fee required pursuant to the Fees Regulations but
taking into account any applicable discount rate); and


 


(e)                           “Tariff Base” has the meaning given to it in, and will be
calculated in accordance with, the Fees Regulations.


 


6.                                           In application of the above formulae,
A, B, C and D will be included in the formulae as percentages (i.e. 5.00 per
cent. will be included in the formulae as 5 and not as 0.05). A negative result
obtained by subtracting D from B shall be taken as zero. The resulting figures
shall be rounded to four decimal places.


 


7.                                           If requested by the Facility Agent,
each Reference Bank and Alternative Reference Bank shall, as soon as
practicable after publication by the Financial Services Authority, supply to
the Facility Agent the rate of charge payable by that Reference Bank and Alternative
Reference Bank to the Financial Services Authority pursuant to the Fees Rules in
respect of the relevant financial year of the Financial Services Authority
(calculated for this purpose by that Reference Bank and Alternative Reference
Bank as being the average of the Fee Tariffs applicable to that Reference Bank
and Alternative Reference Bank for that financial year) and expressed in pounds
per £1,000,000 of the Tariff Base of that Reference Bank and Alternative
Reference Bank.


 


8.                                           Each Lender shall supply any
information required by the Facility Agent for the purpose of calculating its
Additional Cost Rate. In particular, but without limitation, each Lender shall
supply the following information on or prior to the date on which it becomes a
Lender:


 


(a)                           the
jurisdiction of its Facility Office; and


 


(b)                          any
other information that the Facility Agent may reasonably require for such
purpose.


 


9.                                           Each Lender shall promptly notify the
Facility Agent of any change to the information provided by it pursuant to this
paragraph.


 


10.                                     The percentages of each Lender for the
purpose of A and C above and the rates of charge of each Reference Bank and
Alternative Reference Bank for the purpose of E above shall be determined by
the Facility Agent based upon the information supplied to it pursuant to
paragraphs 7 and 8 above and on the assumption that, unless a Lender
notifies the Facility Agent to the contrary, each Lender’s obligations in
relation to cash ratio deposits and Special 


 


271

















 


Deposits are the same as those of
a typical bank from its jurisdiction of incorporation with a Facility Office in
the same jurisdiction as its Facility Office.


 


11.                                     The Facility Agent shall have no
liability to any person if such determination results in an Additional Cost
Rate which over or under compensates any Lender and shall be entitled to assume
that the information provided by any Lender or Reference Bank and Alternative
Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct
in all respects.


 


12.                                     The Facility Agent shall distribute the
additional amounts received as a result of the Mandatory Cost to the Lenders on
the basis of the Additional Cost Rate for each Lender based on the information
provided by each Lender and each Reference Bank and Alternative Reference Bank
pursuant to paragraphs 3, 7 and 8 above.


 


13.                                     Any determination by the Facility Agent
pursuant to this Schedule 7 in relation to a formula, the Mandatory Cost, an
Additional Cost Rate or any amount payable to a Lender shall, in the absence of
manifest error, be conclusive and binding on all Parties.


 


14.                                     The Facility Agent may from time to
time, after consultation with the Company and the Lenders, determine and notify
to all Parties any amendments which are required to be made to this Schedule 7
in order to comply with any change in law, regulation or any requirements from
time to time imposed by the Bank of England, the Financial Services Authority
or the European Central Bank (or, in any case, any other authority which
replaces all or any of its functions) and any such determination shall, in the
absence of manifest error, be conclusive and binding on all Parties.


 


272

















 


SCHEDULE 8


 


FORM OF COMPLIANCE CERTIFICATE


 


	
  To:

  	
  Deutsche Bank AG, London
  Branch

  
	
   

  	
  as Facility Agent

  



 


[Date]


 


Dear Sirs


 


Certificate in respect of
the [insert details of relevant testing period]
ended [insert relevant Quarter Date] (the “Certification
Date”)


 


We refer to the facilities agreement
dated 16 March 2010 (as from time to time amended, varied, novated or
supplemented, the “Facilities Agreement”)
and made between, inter alia, Virgin Media Inc. as
Ultimate Parent, Virgin Media Finance PLC as Parent, Virgin Media Investment
Holdings Limited, Virgin Media Limited, Virgin Media Wholesale Limited, VMIH
Sub Limited and Virgin Media SFA Finance Limited as Original Borrowers, BNP
Paribas London Branch, Deutsche Bank AG, London Branch, Crédit Agricole
Corporate and Investment Bank, GE Corporate Finance Bank SAS, Goldman Sachs
International, J.P. Morgan PLC, Lloyds TSB Corporate Markets, Merrill Lynch
International, The Royal Bank of Scotland plc and UBS Limited as Bookrunners
and Mandated Lead Arrangers, Deutsche Bank AG, London Branch as Facility Agent,
Deutsche Bank AG, London Branch as Security Trustee and the financial and other
institutions named in it as Lenders. Terms defined in the Facilities Agreement
shall have the same meanings in this Compliance Certificate.


 


1.                                           This Compliance Certificate is provided
in accordance with paragraph (a) of Clause 22.5 (Compliance
Certificates) of the Facilities Agreement.


 


2.                                           We, [·] and [·](31), being duly authorised signatories of
the Company as at the date of this Compliance Certificate, confirm that the
financial covenants contained in Clause 23 (Financial Condition)
of the Facilities Agreement have been complied with as at the Certification
Date.  This confirmation is based on the
following (applying the rules for calculation set out in Clause 23 (Financial Condition)):


 


(a)                           The
ratio of Consolidated Net Debt to Consolidated Operating Cashflow for the
period ending on the Certification Date was [·].


 


(b)                          [The
ratio of Consolidated Operating Cashflow to Consolidated Total Net Cash
Interest Payable for the period ending on the Certification Date was [·].]


 


3.                                           In addition, we confirm that Bank Group
Consolidated Revenues for the financial year ended [·] was £[·].(32)


 


4.                                           The information contained in the
Attached Working Paper has been prepared on the basis of the same information
and methodology used to prepare the appropriate financial information.


 


5.                                           The 80% Security Test was satisfied as
at the Certification Date.(33)


 


6.                                           We further confirm that to our
knowledge no Default was continuing as at the Certification Date.


 






(31)                                At
least one of whom shall be a Financial Officer.


(32)                                Applicable
only for Compliance Certificate to be delivered with annual financial
information of the Bank Group.


(33)                                Applicable
only for Compliance Certificate to be delivered with annual financial
information of the Bank Group.


 


273

















 


7.                                           This Compliance Certificate is given by
the authorised signatories of the Company named below and is given without
personal liability.


 


 




	
  Yours faithfully,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Authorised Signatory

  	
   

  	
  Authorised Signatory

  
	
  for and on behalf of

  	
   

  	
  for and on behalf of

  
	
  VIRGIN MEDIA INVESTMENT

  	
   

  	
  VIRGIN MEDIA INVESTMENT

  
	
  HOLDINGS LIMITED

  	
   

  	
  HOLDINGS LIMITED

  






 


274
















 


SCHEDULE 9


 


ORIGINAL SECURITY DOCUMENTS


 


A. Existing Original
Security Documents


 


	
  No.

  	
   

  	
  Name of Security Document

  
	
   

  	
   

  	
   

  
	
  ENGLISH SECURITY
  DOCUMENTS

  
	
  1.

  	
   

  	
  Composite Debenture dated
  19 January 2010 and made between the companies listed in schedule 1
  thereto, the partnerships listed in schedule 2 thereto and Deutsche Bank AG,
  London Branch.

  
	
  2.

  	
   

  	
  Charge over Shares relating
  to the shares in the companies listed in schedule 2 thereto dated 19
  January 2010 and made between the companies listed in schedule 1 thereto
  and Deutsche Bank AG, London Branch.

  
	
  3.

  	
   

  	
  Blocked Account Charge
  dated 9 February 2010 and made between Virgin Media Investment Holdings
  Limited and Deutsche Bank AG, London Branch.

  
	
  SCOTTISH SECURITY
  DOCUMENTS

  
	
  4.

  	
   

  	
  Standard
  Security dated 19 January 2010 and made between CableTel (UK) Limited
  and Deutsche Bank AG, London Branch.

  
	
  5.

  	
   

  	
  Ranking
  Agreement dated 19 January 2010 and made between CableTel (UK) Limited
  and Deutsche Bank AG, London Branch.

  
	
  6.

  	
   

  	
  Share
  Pledge dated 19 January 2010 and made between Virgin Media Limited and
  Deutsche Bank AG, London Branch.

  
	
  7.

  	
   

  	
  Share
  Pledge dated 19 January 2010 and made between NTL Glasgow and Deutsche
  Bank AG, London Branch.

  
	
  8.

  	
   

  	
  Share
  Pledge dated 19 January 2010 and made between Telewest Limited and
  Deutsche Bank AG, London Branch.

  
	
  9.

  	
   

  	
  Share
  Pledge dated 19 January 2010 and made between Telewest Communications
  (Scotland Holdings) Limited and Deutsche Bank AG, London Branch.

  
	
  10.

  	
   

  	
  Bond
  and Floating Charge dated 19 January 2010 and made between Prospectre
  Limited and Deutsche Bank AG, London Branch.

  
	
  11.

  	
   

  	
  Bond
  and Floating Charge dated 19 January 2010 and made between NTL Glasgow
  and Deutsche Bank AG, London Branch.

  
	
  12.

  	
   

  	
  Bond
  and Floating Charge dated 19 January 2010 and made between CableTel
  Scotland Limited and Deutsche Bank AG, London Branch.

  
	
  13.

  	
   

  	
  Bond
  and Floating Charge dated 19 January 2010 and made between Telewest
  Communications (Scotland Holdings) Limited and Deutsche Bank AG, London
  Branch.

  



 


275

















 


	
  14.

  	
   

  	
  Bond
  and Floating Charge dated 19 January 2010 and made between Telewest
  Communications (Scotland) Limited and Deutsche Bank AG, London Branch.

  
	
  15.

  	
   

  	
  Bond
  and Floating Charge dated 19 January 2010 and made between Telewest
  Communications (Motherwell) Limited and Deutsche Bank AG, London Branch.

  
	
  16.

  	
   

  	
  Bond
  and Floating Charge dated 19 January 2010 and made between Telewest
  Communications (Dundee & Perth) Limited and Deutsche Bank AG, London
  Branch.

  
	
  JERSEY SECURITY DOCUMENTS

  
	
  17.

  	
   

  	
  Security
  Agreement dated 19 January 2010 and made between Birmingham Cable
  Limited and Deutsche Bank AG, London Branch.

  
	
  NEW YORK SECURITY
  DOCUMENTS

  
	
  18.

  	
   

  	
  Amended
  and Restated Pledge Agreement dated 19 January 2010 and made between NTL
  Victoria Limited and Deutsche Bank AG, London Branch.

  
	
  19.

  	
   

  	
  Amended
  and Restated Pledge Agreement dated 19 January 2010 and made between the
  parties listed on the signature pages thereto and Deutsche Bank AG,
  London Branch.

  
	
  20.

  	
   

  	
  Amended
  and Restated Security Agreement dated 19 January 2010 and made between
  the parties listed on the signature pages thereto and Deutsche Bank AG,
  London Branch.

  
	
  COLORADO SECURITY
  DOCUMENTS

  
	
  21.

  	
   

  	
  Amended
  and Restated Pledge and Security Agreement re: the interests in Avon Cable
  Limited Partnership dated 19 January 2010 and made between TCI/US West
  Cable Communications Group, Theseus No.1 Limited, Theseus No.2 Limited and
  Deutsche Bank AG, London Branch.

  
	
  22.

  	
   

  	
  Amended
  and Restated Pledge and Security Agreement re: the interests in Cotswolds
  Cable Limited Partnership dated 19 January 2010 and made between TCI/US
  West Cable Communications Group, Theseus No.1 Limited, Theseus No.2 Limited
  and Deutsche Bank AG, London Branch.

  
	
  23.

  	
   

  	
  Amended
  and Restated Pledge and Security Agreement re: the interests in Edinburgh
  Cable Limited Partnership dated 19 January 2010 and made between TCI/US
  West Cable Communications Group, Theseus No.1 Limited, Theseus No.2 Limited
  and Deutsche Bank AG, London Branch.

  
	
  24.

  	
   

  	
  Amended
  and Restated Pledge and Security Agreement re: the interests in Estuaries Cable
  Limited Partnership dated 19 January 2010 and made between TCI/US West
  Cable Communications Group, Theseus No.1 Limited, Theseus No.2 Limited and
  Deutsche Bank AG, London Branch.

  
	
  25.

  	
   

  	
  Amended
  and Restated Pledge and Security Agreement re: the interests in Tyneside
  Cable Limited Partnership dated 19 January 2010 and made between TCI/US
  West Cable Communications Group, Theseus No.1 Limited, Theseus No.2 Limited
  and Deutsche Bank AG, London Branch.

  



 


276

















 


	
  26.

  	
   

  	
  Amended
  and Restated Pledge and Security Agreement re: the interests in United Cable
  (London South) Limited Partnership dated 19 January 2010 and made
  between TCI/US West Cable Communications Group, Theseus No.1 Limited, Theseus
  No.2 Limited and Deutsche Bank AG, London Branch.

  
	
  27.

  	
   

  	
  Amended
  and Restated Pledge and Security Agreement re: the interests in TCI/US West
  Cable Communications Group dated 19 January 2010 and made between
  Theseus No.1 Limited, Theseus No.2 Limited and Deutsche Bank AG, London Branch.

  
	
  28.

  	
   

  	
  Amended
  and Restated Pledge and Security Agreement re: the interests in London South
  Cable Partnership dated 19 January 2010 and made between United Cable
  (London South) Limited Partnership, Crystal Palace Radio Limited and Deutsche
  Bank AG, London Branch.

  
	
  LUXEMBOURG SECURITY
  DOCUMENTS

  
	
  29.

  	
   

  	
  Amendment
  and Restatement Agreement dated 19 January 2010 and made between Future
  Entertainment S.à r.l. and Deutsche Bank AG, London Branch in relation to the
  Luxembourg Accounts Pledge Agreement.

  
	
  30.

  	
   

  	
  English
  law Assignment of Contracts dated 19 January 2010 and made between
  Future Entertainment S.à r.l. and Deutsche Bank AG, London Branch.

  
	
  31.

  	
   

  	
  Share
  Pledge Agreement dated 19 January 2010 and made between Virgin Media
  Investments Limited, Future Entertainment S.à r.l. and Deutsche Bank AG,
  London Branch.

  



 


B. Original Security
Documents to be executed on or prior to first Utilisation


 


	
  No.

  	
   

  	
  Name of Security Document

  
	
   

  	
   

  	
   

  
	
  ENGLISH SECURITY
  DOCUMENTS

  
	
  32.

  	
   

  	
  Charge
  over the shares of Virgin Media Investment Holdings Limited made between
  Virgin Media Finance PLC and Deutsche Bank AG, London Branch.

  
	
  33.

  	
   

  	
  Assignment
  of Loans made between Virgin Media Finance PLC and Deutsche Bank AG, London
  Branch.

  
	
  34.

  	
   

  	
  Composite Debenture made
  between Virgin Media SFA Finance Limited and Deutsche Bank AG, London Branch.

  
	
  35.

  	
   

  	
  Confirmation Deed made between the subsidiaries of
  Virgin Media Inc. listed on the signature pages thereto and Deutsche Bank AG, London Branch.

  
	
  SCOTTISH SECURITY DOCUMENTS

  
	
  36.

  	
   

  	
  Confirmation Agreement made between the subsidiaries
  of Virgin Media Inc. listed on the signature pages thereto and Deutsche Bank AG, London Branch.

  
	
  NEW YORK SECURITY
  DOCUMENTS

  



 


277

















 


	
  37.

  	
   

  	
  Reaffirmation Agreement made between the subsidiaries
  of Virgin Media Inc. listed on the signature pages thereto and Deutsche Bank AG, London Branch.

  
	
  38.

  	
   

  	
  Reimbursement
  and Contribution Agreement made between Virgin Media Inc. and the other
  parties listed therein.

  
	
  LUXEMBOURG
  SECURITY DOCUMENTS

  
	
  39.

  	
   

  	
  Confirmation Agreement made between Future Entertainment S.à r.l. and Deutsche Bank
  AG, London Branch.

  



 


278
















 


SCHEDULE 10


 


PART 1 - EXISTING
ENCUMBRANCES


 


1A.           Existing Encumbrances required to be
discharged within 10 Business Days after first Utilisation:


 


	
  No.

  	
   

  	
  Name
  of Security Document

  
	
   

  	
   

  	
   

  
	
  ENGLISH
  SECURITY DOCUMENTS

  
	
  1.

  	
   

  	
  Composite
  Debenture dated 3 March 2006, as amended on 19 January 2010,
  granted by each of the Obligors listed therein in favour of Deutsche Bank AG,
  London Branch.

  
	
  2.

  	
   

  	
  Charge over the shares of Virgin Media Investment Holdings Limited
  (formerly known as NTL Investment Holdings Limited), dated 3 March 2006,
  as amended and restated on 31 July 2006 and 19 January 2010 and
  made between Virgin Media Finance PLC (formerly known as NTL Cable PLC) and
  Deutsche Bank AG, London Branch.

  
	
  3.

  	
   

  	
  Assignment of Loans (C Facility) dated 3 March 2006, as amended on
  31 July 2006 and 19 January 2010 and made between Virgin Media
  Finance PLC (formerly known as NTL Cable PLC) and Deutsche Bank AG, London
  Branch.

  
	
  4.

  	
   

  	
  Assignment of Loans (Non-C Facility) dated 3 March 2006, as
  amended on 31 July 2006 and 19 January 2010 and made between Virgin
  Media Finance PLC (formerly known as NTL Cable PLC) and Deutsche Bank AG,
  London Branch.

  
	
  5.

  	
   

  	
  Charge over
  shares dated 3 March 2006, as amended on 19 January 2010, granted
  by certain of the Obligors incorporated in the United States of America as
  Chargor in favour of Deutsche Bank AG, London Branch as Security Trustee.

  
	
  6.

  	
   

  	
  Blocked account
  charge dated 3 March 2006, as amended on 19 January 2010 and 9
  February 2010, granted by Virgin Media Investment Holdings Limited
  (formerly known as NTL Investment Holdings Limited) as Chargor in favour of
  Deutsche Bank AG, London Branch as Security Trustee.

  
	
  7.

  	
   

  	
  Composite
  Debenture dated 18 September 2006, as amended on 19 January 2010,
  between Virgin Mobile Holdings (UK) Limited, Virgin Mobile Group (UK)
  Limited, Virgin Mobile Telecoms Limited and Deutsche Bank AG, London Branch
  as Security Trustee.

  
	
  8.

  	
   

  	
  Composite
  Debenture dated 23 January 2007, as amended on 19 January 2010,
  between Virgin Media Payments Limited and Deutsche Bank AG, London Branch as
  Security Trustee.

  
	
  9.

  	
   

  	
  Composite
  Debenture dated 19 December 2008, as amended on 19 January 2010,
  between M&NW Network Limited, M&NW Network II Limited and Deutsche
  Bank AG, London Branch as Security Trustee.

  
	
  10.

  	
   

  	
  Composite
  Debenture dated 10 December 2009, as amended on 19 January 2010,
  between Flextech Limited, Fleximedia Limited and Deutsche Bank AG, London
  Branch as Security Trustee.

  
	
  11.

  	
   

  	
  Composite
  Debenture dated 23 December 2009, as amended on 19 January 2010,
  between Virgin Media Investments Limited, Virgin Media Secured Finance PLC
  and Deutsche Bank

  



 


279

















 


	
   

  	
   

  	
  AG, London
  Branch as Security Trustee, as amended by a Deed of Amendment.

  
	
  SCOTTISH
  SECURITY DOCUMENTS

  
	
  12.

  	
   

  	
  Share pledge
  dated 3 March 2006, as amended on 19 January 2010, granted by
  Virgin Media Limited (formerly known as NTL Group Limited) in favour of
  Deutsche Bank AG, London Branch as Security Trustee.

  
	
  13.

  	
   

  	
  Share pledge
  dated 3 March 2006, as amended on 19 January 2010, granted by ntl
  Glasgow in favour of Deutsche Bank AG, London Branch as Security Trustee.

  
	
  14.

  	
   

  	
  Share pledge
  dated 3 March 2006, as amended on 19 January 2010, granted by
  Telewest Limited in favour of Deutsche Bank AG, London Branch as Security
  Trustee.

  
	
  15.

  	
   

  	
  Share pledge
  dated 3 March 2006, as amended on 19 January 2010, granted by
  Telewest Communications (Scotland Holdings) Limited in favour of Deutsche
  Bank AG, London Branch as Security Trustee.

  
	
  16.

  	
   

  	
  Bond and
  floating charge dated 3 March 2006, as amended on 19 January 2010,
  granted by Prospectre Limited in favour of Deutsche Bank AG, London Branch as
  Security Trustee.

  
	
  17.

  	
   

  	
  Bond and
  floating charge dated 3 March 2006, as amended on 19 January 2010,
  granted by ntl Glasgow in favour of Deutsche Bank AG, London Branch as
  Security Trustee.

  
	
  18.

  	
   

  	
  Bond and
  floating charge dated 3 March 2006, as amended on 19 January 2010,
  granted by CableTel Scotland Limited in favour of Deutsche Bank AG, London
  Branch as Security Trustee.

  
	
  19.

  	
   

  	
  Bond and
  floating charge dated 3 March 2006, as amended on 19 January 2010,
  granted by Telewest Communications (Scotland Holdings) Limited in favour of
  Deutsche Bank AG, London Branch as Security Trustee.

  
	
  20.

  	
   

  	
  Bond and
  floating charge dated 3 March 2006, as amended on 19 January 2010,
  granted by Telewest Communications (Scotland) Limited in favour of Deutsche
  Bank AG, London Branch as Security Trustee.

  
	
  21.

  	
   

  	
  Bond and
  floating charge dated 3 March 2006, as amended on 19 January 2010,
  granted by Telewest Communications (Motherwell) Limited in favour of Deutsche
  Bank AG, London Branch as Security Trustee.

  
	
  22.

  	
   

  	
  Bond and
  floating charge dated 3 March 2006, as amended on 19 January 2010,
  granted by Telewest Communications (Dundee & Perth) Limited in
  favour of Deutsche Bank AG, London Branch as Security Trustee.

  
	
  23.

  	
   

  	
  Standard
  Security dated 3 March 2006, granted by CableTel (UK) Limited in favour
  of Deutsche Bank AG, London Branch as Security Trustee in respect of land in
  Renfrew.

  
	
  24.

  	
   

  	
  Variation of
  Standard Security dated 19 January 2010 and made between CableTel (UK)
  Limited and Deutsche Bank AG, London Branch.

  
	
  JERSEY
  SECURITY DOCUMENTS

  
	
  25.

  	
   

  	
  Security
  agreement dated 3 March 2006, granted by Birmingham Cable Limited in
  favour of Deutsche Bank AG, London Branch as Security Trustee.

  



 


280

















 


	
  26.

  	
   

  	
  Supplemental
  Agreement dated 19 January 2010 and made between Birmingham Cable
  Limited and Deutsche Bank AG, London Branch in relation to the 3
  March 2006 Jersey Security Agreement.

  
	
  NEW
  YORK SECURITY DOCUMENTS

  
	
  27.

  	
   

  	
  US pledge
  agreement dated 3 March 2006, as amended and restated on 19
  January 2010, granted by Virgin Media Dover LLC in favour of Deutsche
  Bank AG, London Branch as Security Trustee.

  
	
  LUXEMBOURG
  SECURITY DOCUMENTS

  
	
  28.

  	
   

  	
  Share pledge
  agreement dated 23 December 2009 (effective 1 January 2010), as
  amended on 19 January 2010, between Virgin Media Investments Limited,
  Deutsche Bank AG, London Branch and Future Entertainment S.à r.l.

  
	
  29.

  	
   

  	
  Assignment of
  Contracts in relation to customer contracts dated 9 June 2009, as
  amended on 19 January 2010, between Future Entertainment S.à r.l. and Deutsche Bank AG,
  London Branch as Security Trustee.

  



 


1B.           Existing Encumbrances not required to
be discharged.


 


	
  CHARGOR

  	
   

  	
  DATE

  	
   

  	
  BENEFICIARY

  	
   

  	
  SUMMARY

  
	
  Cable
  London Limited

  	
   

  	
  27 July 1990

  	
   

  	
  Barclays
  Bank PLC

  	
   

  	
  Legal
  Charge granted over Television House, Clarendon Road, Turnpike Lane

  
	
  Cable
  London Limited

  	
   

  	
  22
  October 1992

  	
   

  	
  Barclays
  Bank PLC

  	
   

  	
  Legal
  Charge granted over land at rear of 60/70 Clarendon Road, Haringey, London
  (known as Car Park No 2)

  
	
  Cable
  London Limited

  	
   

  	
  03
  January 1995

  	
   

  	
  Barclays
  Bank PLC

  	
   

  	
  Legal
  Charged granted over Car Park No 1 and No 2, 60/70 Clarendon Road, Haringey,
  London

  
	
  CableTel
  Herts and Beds Limited

  	
   

  	
  23
  May 1997

  	
   

  	
  Dhamecha
  Foods Limited

  	
   

  	
  Rent
  Deposit Deed

  
	
  CableTel
  Herts and Beds Limited

  	
   

  	
  23
  May 1997

  	
   

  	
  Dhamecha
  Foods Limited

  	
   

  	
  Rent
  Deposit Charge

  



 


281

















 


	
  CHARGOR

  	
   

  	
  DATE

  	
   

  	
  BENEFICIARY

  	
   

  	
  SUMMARY

  
	
  CableTel
  Herts and Beds Limited

  	
   

  	
  06
  August 1997

  	
   

  	
  National
  Westminster Bank plc

  	
   

  	
  Charge
  over credit balances

  
	
  CableTel
  Surrey and Hampshire Limited

  	
   

  	
  28
  July 1995

  	
   

  	
  British
  Aerospace Pension Funds Trustees Limited

  	
   

  	
  Deed of
  Rental Deposit

  
	
  CableTel
  Surrey and Hampshire Limited

  	
   

  	
  06
  August 1997

  	
   

  	
  National
  Westminster Bank plc

  	
   

  	
  Charge
  over credit balances

  
	
  Ed Stone
  Limited

  	
   

  	
  12
  December 2002

  	
   

  	
  Abbey
  National Treasury Services PLC

  	
   

  	
  Charge
  over cash deposit

  
	
  Eurobell
  (Holdings) Limited

  	
   

  	
  01
  November 1999

  	
   

  	
  Lloyds TSB
  Bank plc

  	
   

  	
  Deposit
  Agreement

  
	
  Eurobell
  (South West) Limited

  	
   

  	
  29
  May 1997

  	
   

  	
  Lloyds
  Bank plc

  	
   

  	
  Deposit
  Agreement

  
	
  Eurobell
  (Sussex) Limited

  	
   

  	
  29
  May 1997

  	
   

  	
  Lloyds
  Bank plc

  	
   

  	
  Deposit
  Agreement

  
	
  Eurobell
  (West Kent) Limited

  	
   

  	
  29
  May 1997

  	
   

  	
  Lloyds
  Bank plc

  	
   

  	
  Deposit
  Agreement

  
	
  Lanbase
  European Holdings Limited

  	
   

  	
  14
  June 1991

  	
   

  	
  Airspace
  Investments Limited

  	
   

  	
  Rent
  Deposit Deed

  
	
  Lanbase
  Limited

  	
   

  	
  01
  October 1991

  	
   

  	
  Airspace
  Investments Limited

  	
   

  	
  Rent
  Deposit Deed

  
	
  NTL
  (Peterborough) Limited

  	
   

  	
  10
  August 1990

  	
   

  	
  Midas
  International Properties PLC

  	
   

  	
  Counterpart
  Rent Deposit Deed

  
	
  NTL (South
  East) Limited

  	
   

  	
  15
  June 1994

  	
   

  	
  The
  Prudential Assurance Company Limited

  	
   

  	
  Rent
  Deposit Deed

  
	
  NTL (South
  East) Limited

  	
   

  	
  22
  March 1996

  	
   

  	
  Natwest
  Specialist Finance Limited

  	
   

  	
  Lessor
  South East Debenture

  
	
  NTL
  (Southampton and Eastleigh) Limited

  	
   

  	
  30
  July 1992

  	
   

  	
  National
  Westminster Bank plc

  	
   

  	
  Charge
  over credit balance

  
	
  NTL
  Kirklees

  	
   

  	
  31
  January 1997

  	
   

  	
  National
  Bank Westminster plc

  	
   

  	
  Charge
  over credit balances

  
	
  NTL
  Kirklees

  	
   

  	
  06
  August 1997

  	
   

  	
  National
  Bank Westminster plc

  	
   

  	
  Charge
  over credit balances

  
	
  NTL
  Midlands Limited

  	
   

  	
  27
  September 1994

  	
   

  	
  National Westminster
  Bank plc

  	
   

  	
  Legal
  Mortgage

  



 


282

















 


	
  CHARGOR

  	
   

  	
  DATE

  	
   

  	
  BENEFICIARY

  	
   

  	
  SUMMARY

  
	
  NTL
  National Networks Limited

  	
   

  	
  30
  August 2006

  	
   

  	
  Royal Bank
  of London Trust Company (Jersey) Limited

  	
   

  	
  Rent
  Deposit Deed

  
	
  NTL National
  Networks Limited

  	
   

  	
  24
  May 2006

  	
   

  	
  Rosedale
  Property Holdings Limited

  	
   

  	
  Rent
  Deposit Deed

  
	
  NTL South
  Central Limited

  	
   

  	
  09
  August 1993

  	
   

  	
  Higgs &
  Hill Properties Limited

  	
   

  	
  Rent
  Deposit Deed

  
	
  NTL South
  Central Limited

  	
   

  	
  14
  December 1993

  	
   

  	
  Uberior
  Nominees (Gulliver D.P.U.T.) Limited

  	
   

  	
  Deed of
  Deposit

  
	
  NTL South
  Central Limited

  	
   

  	
  11
  June 1996

  	
   

  	
  Elmrose
  Properties Limited

  	
   

  	
  Charge
  pursuant to underlease

  
	
  NTL South
  Central Limited

  	
   

  	
  17
  December 2001

  	
   

  	
  Barclays
  Nominees (George Yard) Limited

  	
   

  	
  Deed of
  Deposit

  
	
  NTL South
  Wales Limited

  	
   

  	
  31
  January 1997

  	
   

  	
  National
  Westminster Bank plc

  	
   

  	
  Charge
  over credit balances

  
	
  NTL South
  Wales Limited

  	
   

  	
  04
  June 1997

  	
   

  	
  National
  Westminster Bank plc

  	
   

  	
  Charge
  over credit balances

  
	
  NTL South
  Wales Limited

  	
   

  	
  06
  August 1997

  	
   

  	
  National
  Westminster Bank plc

  	
   

  	
  Charge
  over credit balances

  
	
  NTL UK
  Telephone and Cable TV Holdings Company Limited

  	
   

  	
  18
  June 1991

  	
   

  	
  Cervino Co
  Limited

  	
   

  	
  Tenancy
  Agreement

  
	
  Sheffield
  Cable Communications Limited

  	
   

  	
  24
  December 1996

  	
   

  	
  Barclays
  Bank PLC

  	
   

  	
  Legal
  Charge granted over 1 Chippingham Street, Sheffield

  
	
  Sheffield
  Cable Communications Limited

  	
   

  	
  12
  November 1999

  	
   

  	
  Barclays
  Bank PLC

  	
   

  	
  Legal
  Charge of leasehold property known as 1.62 acres of land at Sheffield
  Technology Park

  
	
  Telewest
  Communications (South East) Limited

  	
   

  	
  21
  January 1994

  	
   

  	
  Electricity
  Supply Nominees Limited

  	
   

  	
  Mortgage
  of deposited moneys

  
	
  Telewest
  Communications (South East) Limited

  	
   

  	
  26
  June 1995

  	
   

  	
  Electricity
  Supply Nominees Limited

  	
   

  	
  Deed of
  Variation and Further Charge

  
	
  Telewest 

  	
   

  	
  15
  October 2004

  	
   

  	
  Barclays
  Bank plc

  	
   

  	
  Deed of
  charge over 

  



 


283

















 


	
  CHARGOR

  	
   

  	
  DATE

  	
   

  	
  BENEFICIARY

  	
   

  	
  SUMMARY

  
	
  Communications
  Networks Limited

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  credit
  balances

  
	
  Theseus
  No. 1 Limited

  	
   

  	
  21
  December 2004

  	
   

  	
  Barclays
  Bank plc

  	
   

  	
  Pledge and
  Security Agreement

  
	
  Theseus No. 1
  Limited

  	
   

  	
  21
  December 2004

  	
   

  	
  Barclays
  Bank plc

  	
   

  	
  Pledge and
  Security Agreement

  
	
  Theseus
  No. 1 Limited

  	
   

  	
  21
  December 2004

  	
   

  	
  Barclays
  Bank plc

  	
   

  	
  Pledge and
  Security Agreement

  
	
  Theseus
  No. 1 Limited

  	
   

  	
  21
  December 2004

  	
   

  	
  Barclays
  Bank plc

  	
   

  	
  Pledge and
  Security Agreement

  
	
  Theseus
  No. 1 Limited

  	
   

  	
  21
  December 2004

  	
   

  	
  Barclays
  Bank plc

  	
   

  	
  Pledge and
  Security Agreement

  
	
  Theseus
  No. 1 Limited

  	
   

  	
  21
  December 2004

  	
   

  	
  Barclays
  Bank plc

  	
   

  	
  Pledge and
  Security Agreement

  
	
  Theseus
  No. 1 Limited

  	
   

  	
  21
  December 2004

  	
   

  	
  Barclays
  Bank plc

  	
   

  	
  Pledge and
  Security Agreement

  
	
  Theseus
  No. 2 Limited

  	
   

  	
  21
  December 2004

  	
   

  	
  Barclays
  Bank plc

  	
   

  	
  Pledge and
  Security Agreement

  
	
  Theseus
  No. 2 Limited

  	
   

  	
  21
  December 2004

  	
   

  	
  Barclays
  Bank plc

  	
   

  	
  Pledge and
  Security Agreement

  
	
  Theseus
  No. 2 Limited

  	
   

  	
  21
  December 2004

  	
   

  	
  Barclays
  Bank plc

  	
   

  	
  Pledge and
  Security Agreement

  
	
  Theseus
  No. 2 Limited

  	
   

  	
  21
  December 2004

  	
   

  	
  Barclays
  Bank plc

  	
   

  	
  Pledge and
  Security Agreement

  
	
  Theseus
  No. 2 Limited

  	
   

  	
  21
  December 2004

  	
   

  	
  Barclays
  Bank plc

  	
   

  	
  Pledge and
  Security Agreement

  
	
  Theseus
  No. 2 Limited

  	
   

  	
  21 December 2004

  	
   

  	
  Barclays
  Bank plc

  	
   

  	
  Pledge and
  Security Agreement

  
	
  Theseus
  No. 2 Limited

  	
   

  	
  21
  December 2004

  	
   

  	
  Barclays
  Bank plc

  	
   

  	
  Pledge and
  Security Agreement

  
	
  The
  Yorkshire Cable Group Limited

  	
   

  	
  18
  May 1999

  	
   

  	
  Robert
  Fleming Leasing (Number 4) Limited

  	
   

  	
  Collateral
  Account Security Assignment

  
	
  The
  Yorkshire Cable Group Limited

  	
   

  	
  16
  March 2001

  	
   

  	
  Robert
  Fleming Leasing (Number 4) Limited

  	
   

  	
  Collateral
  Account Security Assignment

  



 


284

















 


	
  CHARGOR

  	
   

  	
  DATE

  	
   

  	
  BENEFICIARY

  	
   

  	
  SUMMARY

  
	
  TVS Television
  Limited

  	
   

  	
  12
  August 1983

  	
   

  	
  Barclays
  Bank PLC

  	
   

  	
  Guarantee &
  Debenture

  
	
  Virgin
  Media Limited

  	
   

  	
  21
  February 2002

  	
   

  	
  Leeds City
  Council

  	
   

  	
  Rent
  Deposit Deed

  
	
  Virgin
  Media Limited

  	
   

  	
  05
  June 2002

  	
   

  	
  Express
  Property Investments Limited

  	
   

  	
  Rent
  Deposit Deed

  
	
  Virgin Media
  Limited

  	
   

  	
  04
  June 2009

  	
   

  	
  Peel Media
  Limited

  	
   

  	
  Deposit
  Deed

  
	
  Virgin
  Mobile Telecoms Limited

  	
   

  	
  28
  October 1999

  	
   

  	
  The Royal
  Bank of Scotland plc

  	
   

  	
  Charge of
  Deposit

  
	
  Virgin
  Mobile Telecoms Limited

  	
   

  	
  29
  February 2000

  	
   

  	
  The Royal
  Bank of Scotland plc

  	
   

  	
  Charge of
  Deposit

  
	
  Windsor
  Television Limited

  	
   

  	
  09
  July 1999

  	
   

  	
  Langley
  Quay Investments Limited

  	
   

  	
  Deed as to
  deposit of monies

  
	
  X-Tant
  Limited

  	
   

  	
  01
  July 1999

  	
   

  	
  AC
  Skelton & Sons Limited

  	
   

  	
  Rental
  Deposit Agreement

  
	
  X-Tant
  Limited

  	
   

  	
  20
  September 1999

  	
   

  	
  Hanger
  Estates Limited

  	
   

  	
  Rental
  Deposit Deed

  
	
  X-Tant
  Limited

  	
   

  	
  21
  September 2000

  	
   

  	
  AC
  Skelton & Sons Limited

  	
   

  	
  Rental
  Deposit Agreement

  
	
  X-Tant
  Limited

  	
   

  	
  04
  October 2000

  	
   

  	
  Berry
  Trade Limited

  	
   

  	
  Licence
  for Assignment

  
	
  X-Tant
  Limited

  	
   

  	
  26
  June 2002

  	
   

  	
  Leeds City
  Council

  	
   

  	
  Rent
  Deposit Agreement

  
	
  Yorkshire
  Cable Communications Limited

  	
   

  	
  16
  June 1992

  	
   

  	
  Barclays
  Bank PLC

  	
   

  	
  Legal
  Charge granted over Units 8, 9, 10 and adjoining land, Mayfair Business Park,
  Stricker Lane, Bradford, West Yorkshire

  
	
  Yorkshire
  Cable Communications Limited

  	
   

  	
  24
  December 1996

  	
   

  	
  Barclays
  Bank PLC

  	
   

  	
  Legal
  Charge granted over Units 4 and 5, Mayfair Business Park, Broad Lane,
  Bradford

  
	
  Yorkshire
  Cable Communications Limited

  	
   

  	
  24
  December 1996

  	
   

  	
  Barclays
  Bank PLC

  	
   

  	
  Legal
  Charge granted over Units 8, 9, 10 and adjoining land, Mayfair Business Park,
  Stricker Lane, Bradford, West Yorkshire

  
	
  Yorkshire
  Cable 

  	
   

  	
  24
  December 1996

  	
   

  	
  Barclays
  Bank PLC

  	
   

  	
  Legal
  Charged granted 

  



 


285

















 


	
  CHARGOR

  	
   

  	
  DATE

  	
   

  	
  BENEFICIARY

  	
   

  	
  SUMMARY

  
	
  Communications
  Limited

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  over Units
  6 and 7, Mayfair Business Park, Broad Lane, Bradford

  
	
  Yorkshire
  Cable Properties Limited

  	
   

  	
  24
  December 1996

  	
   

  	
  Barclays
  Bank PLC

  	
   

  	
  Legal
  Charge granted over Units 8, 9, 10 and adjoining land, Mayfair Business Park,
  Stricker Lane, Bradford, West Yorkshire

  



 


286
















 


SCHEDULE
10


 


PART 2 - EXISTING LOANS


 


	
  Company name (Creditor)

  	
   

  	
  Balance (Debtor)

  	
   

  	
  Balances in

  GBP as at 31

  December 2009

  (US GAAP)

  
	
  Flextech
  (1992) Limited

  	
   

  	
  Actions
  Stations (Lakeside) Limited

  	
   

  	
  5,879,915.00

  
	
  Virgin
  Media Wholesale Limited

  	
   

  	
  Cable
  Adnet Limited

  	
   

  	
  3,755,436.16

  
	
  Telewest
  Communications (London South) Limited

  	
   

  	
  Crystalvision
  Productions Limited

  	
   

  	
  20,167.00

  
	
  Flextech
  (1992) Limited

  	
   

  	
  Flextech
  Home Shopping Limited

  	
   

  	
  8,952,702.00

  
	
  Flextech
  Digital Broadcasting Limited

  	
   

  	
  Flextech
  Interactive Limited

  	
   

  	
  2,930.00

  
	
  General
  Cable Limited

  	
   

  	
  General
  Cable Programming Limited

  	
   

  	
  160,000.50

  
	
  Telewest
  Communications Networks Limited

  	
   

  	
  General
  Cable Programming Limited

  	
   

  	
  23,422.77

  
	
  Virgin
  Media Business Limited

  	
   

  	
  Imminus
  (Ireland) Limited

  	
   

  	
  77,007.68

  
	
  Eurobell
  (Holdings) Limited

  	
   

  	
  Matchco
  Limited

  	
   

  	
  2,239,000.00

  
	
  Telewest
  Communications (Scotland) Venture

  	
   

  	
  Perth
  Cable Television Limited

  	
   

  	
  79,237.00

  
	
  Telewest
  Communications (North West) Limited

  	
   

  	
  Telewest
  Communications (Fylde & Wyre) Limited

  	
   

  	
  23,234,484.84

  
	
  Telewest
  Communications (North West) Limited

  	
   

  	
  Telewest
  Communications (Southport) Limited

  	
   

  	
  9,315,198.72

  
	
  Yorkshire
  Cable Communications Limited

  	
   

  	
  Yorkshire
  Cable Telecom Limited

  	
   

  	
  7,322.00

  
	
  Flextech
  Broadband Limited

  	
   

  	
  Telewest
  Communications Holdco Limited

  	
   

  	
  1,535,057.65

  
	
  ntl
  Rectangle Limited

  	
   

  	
  Virgin
  Media Communications Ltd

  	
   

  	
  1,000.00

  
	
  ntl
  (CWC) Limited

  	
   

  	
  ntl
  (South Hertfordshire) Limited

  	
   

  	
  30,489,638.06

  
	
  Telewest
  Communications Networks Limited

  	
   

  	
  Virgin
  Media Inc

  	
   

  	
  24,397,139.17

  
	
  Telewest
  Communications (Scotland) Venture

  	
   

  	
  Telewest
  Communications (Cumbernauld) Limited

  	
   

  	
  32,275,218.78

  
	
  Telewest
  Communications (Scotland) Venture

  	
   

  	
  Telewest
  Communications (Dumbarton) Limited

  	
   

  	
  41,283,087.67

  
	
  Telewest
  Communications (Scotland) Venture

  	
   

  	
  Telewest
  Communications (Falkirk) Limited

  	
   

  	
  60,059,534.80

  
	
  Telewest
  Communications (Scotland) Venture

  	
   

  	
  Telewest
  Communications (Glenrothes) Limited

  	
   

  	
  38,726,689.91

  
	
  Yorkshire
  Cable Communications Limited

  	
   

  	
  Barnsley
  Cable Communications Limited

  	
   

  	
  44,031,802.57

  
	
  Yorkshire
  Cable Communications Limited

  	
   

  	
  Doncaster
  Cable Communications Limited

  	
   

  	
  76,752,713.70

  
	
  Yorkshire
  Cable Communications Limited

  	
   

  	
  Halifax
  Cable Communications Limited

  	
   

  	
  34,786,117.03

  
	
  Yorkshire
  Cable Communications Limited

  	
   

  	
  Wakefield
  Cable Communications Limited

  	
   

  	
  51,371,124.05

  
	
  Virgin
  Media Wholesale Limited

  	
   

  	
  NTL
  Funding Ltd

  	
   

  	
  79,652,918.01

  
	
  Virgin
  Media Wholesale Limited

  	
   

  	
  Virgin
  Media Holdings Inc

  	
   

  	
  43,141,567.30

  
	
  United
  Artists Investments Limited

  	
   

  	
  Living
  TV Limited

  	
   

  	
  8,271,047.00

  



 


287

















 


	
  Flextech
  IVS Limited

  	
   

  	
  Living
  TV Limited

  	
   

  	
  11,579,466.00

  
	
  Flextech
  Communications Limited

  	
   

  	
  Trouble
  TV Limited

  	
   

  	
  563,574.00

  
	
  Flextech
  Communications Limited

  	
   

  	
  Trouble
  TV Limited

  	
   

  	
  3,006,419.90

  
	
  Flextech
  Limited

  	
   

  	
  Trouble
  TV Limited

  	
   

  	
  150,574.00

  
	
  Flextech
  Limited

  	
   

  	
  Bravo
  TV Limited

  	
   

  	
  1,365,493.00

  
	
  Flextech
  Broadband Limited

  	
   

  	
  Virgin
  Media Television Limited

  	
   

  	
  40,000,000.85

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
   

  	
   

  	
  677,187,007.12

  



 


288

















 


SCHEDULE
10


 


PART 3 - EXISTING
FINANCIAL INDEBTEDNESS


 


1.              Existing Senior Credit Facilities
Agreement;


 


2.              Existing High Yield Notes;


 


3.              Existing Senior Secured Notes; and


 


4.              Convertible Senior Notes.


 


289

















 


MORTGAGES
AND FINANCE LEASES


 


	
   

  	
   

  	
  Closing
  balance in

  GBP

  (US GAAP)

  	
   

  
	
  Existing
  Financial Indebtedness:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Property
  mortgages

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Yorkshire
  Cable Communications Limited with Barclays Bank PLC

  	
   

  	
  £

  	
  223,894

  	
   

  
	
  Cable
  London Limited with Barclays Bank PLC

  	
   

  	
  £

  	
  204,702

  	
   

  
	
  NTL
  Midlands Limited with NatWest Bank PLC

  	
   

  	
  £

  	
  763,145

  	
   

  
	
  Total

  	
   

  	
  £

  	
  1,191,741

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Finance
  lease creditors (details set out in Part 7 of this schedule)

  	
   

  	
  £

  	
  166,578,308

  	
   

  



 


290

















 


SCHEDULE
10


 


PART 4 - EXISTING
PERFORMANCE BONDS


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Start

  	
   

  	
  Expiry

  	
   

  	
  Cash

  
	
  Company Name

  	
   

  	
  Surety

  	
   

  	
  Value - GBP

  	
   

  	
  Date

  	
   

  	
  Date

  	
   

  	
  Cover

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL Glasgow

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  214,750.00

  	
   

  	
  25/03/1998

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL Glasgow

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  146,671.00

  	
   

  	
  25/03/1998

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL Glasgow

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  113,000.00

  	
   

  	
  25/03/1998

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL Glasgow

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  124,424.00

  	
   

  	
  25/03/1998

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL Glasgow

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  146,778.00

  	
   

  	
  25/03/1998

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CableTel Herts and Beds Limited

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  165,000.00

  	
   

  	
  25/03/1998

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CableTel Herts and Beds Limited

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  151,054.00

  	
   

  	
  25/03/1998

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CableTel Herts and Beds Limited

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  160,710.00

  	
   

  	
  25/03/1998

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CableTel Herts and Beds Limited

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  183,922.00

  	
   

  	
  25/03/1998

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CableTel Northern Ireland Limited

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  239,963.00

  	
   

  	
  25/03/1998

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL South Wales Limited

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  179,737.00

  	
   

  	
  07/04/1998

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL South Wales Limited

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  136,500.00

  	
   

  	
  25/03/1998

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL South Wales Limited

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  183,500.00

  	
   

  	
  25/03/1998

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL South Wales Limited

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  142,917.00

  	
   

  	
  25/03/1998

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CableTel Surrey and Hampshire Ltd

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  190,000.00

  	
   

  	
  25/03/1998

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL (CWC) Corporation Limited

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  100,000.00

  	
   

  	
  30/10/1998

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL (South London) Limited

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  83,000.00

  	
   

  	
  28/10/1998

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL (South London) Limited

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  62,000.00

  	
   

  	
  28/10/1998

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL (South London) Limited

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  117,400.00

  	
   

  	
  28/10/1998

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL (South London) Limited

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  112,000.00

  	
   

  	
  28/10/1998

  	
   

  	
  Open Ended

  	
   

  	
  Y

  



 


291

















 


	
  NTL (West London) Limited

  	
   

  	
  NatWest

  	
   

  	
  £

  	
  49,333.00

  	
   

  	
  28/10/1998

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Birmingham Cable Limited

  	
   

  	
  RBS

  	
   

  	
  £

  	
  75,000.00

  	
   

  	
  11/12/2000

  	
   

  	
  00/01/1900

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL South Central Limited

  	
   

  	
  HSBC

  	
   

  	
  £

  	
  100,000.00

  	
   

  	
  20/03/1992

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL South Central Limited

  	
   

  	
  HSBC

  	
   

  	
  £

  	
  100,000.00

  	
   

  	
  20/03/1992

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL South Central Limited

  	
   

  	
  HSBC

  	
   

  	
  £

  	
  1,000,000.00

  	
   

  	
  20/10/1997

  	
   

  	
  Open Ended

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NTL South Central Limited

  	
   

  	
  HSBC

  	
   

  	
  £

  	
  3,525,000.00

  	
   

  	
  28/01/1997

  	
   

  	
  Open Ended

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Virgin Media Limited

  	
   

  	
  HSBC

  	
   

  	
  £

  	
  5,485,735.00

  	
   

  	
  03/03/2010

  	
   

  	
  03/03/2011

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Virgin Media Limited

  	
   

  	
  HSBC

  	
   

  	
  £

  	
  1,151,127.00

  	
   

  	
  03/03/2010

  	
   

  	
  03/03/2011

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Virgin Media Limited

  	
   

  	
  HSBC

  	
   

  	
  £

  	
  2,219,266.00

  	
   

  	
  03/03/2010

  	
   

  	
  03/03/2011

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Virgin Media Limited

  	
   

  	
  HSBC

  	
   

  	
  £

  	
  5,500,000.00

  	
   

  	
  31/05/2007

  	
   

  	
  30/07/2010

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eurobell South West

  	
   

  	
  Lloyds Bank

  	
   

  	
  £

  	
  127,000.00

  	
   

  	
  00/01/1900

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eurobell Sussex

  	
   

  	
  Lloyds Bank

  	
   

  	
  £

  	
  160,000.00

  	
   

  	
  00/01/1900

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eurobell West Kent

  	
   

  	
  Lloyds Bank

  	
   

  	
  £

  	
  118,000.00

  	
   

  	
  00/01/1900

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Virgin Media Wholesale Limited

  	
   

  	
  Barclays

  	
   

  	
  £

  	
  35,000.00

  	
   

  	
  05/07/2002

  	
   

  	
  Open Ended

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Virgin Media Wholesale Limited

  	
   

  	
  Barclays

  	
   

  	
  £

  	
  6,000.00

  	
   

  	
  13/11/2000

  	
   

  	
  Open Ended

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telewest Communications Networks Ltd

  	
   

  	
  Barclays

  	
   

  	
  £

  	
  700,000.00

  	
   

  	
  29/09/2004

  	
   

  	
  Open Ended

  	
   

  	
  Y

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Virgin Media Limited

  	
   

  	
  Deutsche

  	
   

  	
  £

  	
  950,000.00

  	
   

  	
  30/06/2009

  	
   

  	
  30/06/2010

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Virgin Media Limited

  	
   

  	
  Deutsche

  	
   

  	
  £

  	
  943,026.00

  	
   

  	
  24/10/2008

  	
   

  	
  01/02/2011

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Virgin Media Limited

  	
   

  	
  Deutsche

  	
   

  	
  £

  	
  4,084,500.00

  	
   

  	
  31/03/2009

  	
   

  	
  31/03/2010

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Virgin Media Wholesale Limited

  	
   

  	
  Deutsche Bank

  	
   

  	
  £

  	
  112,500.00

  	
   

  	
  31/03/2009

  	
   

  	
  31/03/2010

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  £

  	
  29,394,813.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


292

















 


SCHEDULE
10


 


PART 5 - EXISTING UKTV
GROUP LOAN STOCK


 


1.               The
variable rate unsecured loan stock in a principal amount of £18,251,000 issued
to Flextech Digital Broadcasting Limited by UK Channel Management Limited.


 


2.               The
£20 million Non-Cumulative and £9,011,000 million Cumulative, non-voting
preference shares issued by UK Gold Holdings Limited.


 


3.               The
Redeemable Unsecured Loan Stock in a principal amount of £21,460,000 issued by
UK Gold Holdings Limited.


 


4.               The
variable rate unsecured loan stock in a principal amount of £36,823,000 issued
by UKTV New Ventures Limited.


 


5.               The
variable rate Secondary Credit Facility in a principal amount of £18,285,000
from UKTV Interactive Limited.


 


293

















 


SCHEDULE
10


 


PART 6 - EXISTING HEDGE
COUNTERPARTIES


 


Bank of Ireland


 


BNP Paribas


 


BNP Paribas Fortis


 


Commerzbank


 


Crédit Agricole


 


Credit Suisse


 


Deutsche Bank


 


Goldman Sachs


 


HSBC Bank


 


Lloyds Banking
Group


 


Natixis Banques Populaires


 


Rabobank


 


Royal Bank of
Scotland


 


Societe Generale


 


WestLB


 


UBS


 


294

















 


SCHEDULE
10


 


PART 7 - EXISTING VENDOR
FINANCING ARRANGEMENTS


 


	
  LESSOR

  	
   

  	
  Type of Vendor Financing

  	
   

  	
  Closing Balance in GBP

  (US GAAP)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BT

  	
   

  	
  Network

  	
   

  	
  £

  	
  36,522,091

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cisco
  Capital

  	
   

  	
  IT

  	
   

  	
  £

  	
  55,625,405

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EMC

  	
   

  	
  IT

  	
   

  	
  £

  	
  1,086,075

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HSBC
  Bank

  	
   

  	
  Switch

  	
   

  	
  £

  	
  328,006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HSBC
  Bank

  	
   

  	
  Set Top
  Boxes

  	
   

  	
  £

  	
  37,264,424

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBM
  Financial Services

  	
   

  	
  IT

  	
   

  	
  £

  	
  4,298,719

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ING

  	
   

  	
  Vehicles

  	
   

  	
  £

  	
  2,598,672

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lloyds

  	
   

  	
  Vehicles

  	
   

  	
  £

  	
  10,476,318

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RBS

  	
   

  	
  Switch

  	
   

  	
  £

  	
  18,378,597

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
  £

  	
  166,578,308

  



 


295
















 


SCHEDULE
11


 


FORM OF
L/C BANK ACCESSION CERTIFICATE


 


To:                                  [·]


 


cc:                                     [Virgin
Media Investment Holdings Limited]


 


From:                      [L/C Bank]


 


Date:


 


Dear Sirs


 


1.                                           We refer to the facilities agreement
dated 16 March 2010 (as from time to time amended, varied, novated or
supplemented, the “Facilities Agreement”)
and made between, inter alia, Virgin Media Inc. as
Ultimate Parent, Virgin Media Finance PLC as Parent, Virgin Media Investment
Holdings Limited, Virgin Media Limited, Virgin Media Wholesale Limited, VMIH
Sub Limited and Virgin Media SFA Finance Limited as Original Borrowers, BNP
Paribas London Branch and Deutsche Bank AG, London Branch as Global
Coordinators and Physical Bookrunners, BNP Paribas London Branch, Deutsche Bank
AG, London Branch, Crédit Agricole Corporate and Investment Bank, GE Corporate
Finance Bank SAS, Goldman Sachs International, J.P. Morgan PLC, Lloyds TSB
Corporate Markets, Merrill Lynch International, The Royal Bank of Scotland plc
and UBS Limited as Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG,
London Branch as Facility Agent, Deutsche Bank AG, London Branch as Security
Trustee and the financial and other institutions named in it as Lenders. Terms
defined in the Facilities Agreement shall have the same meanings in this L/C
Bank Accession Certificate.


 


2.                                           This L/C Bank Accession Certificate is
delivered pursuant to Clause 5.11 (Appointment and Change of
L/C Bank) of the Facilities Agreement.


 


3.                                           [Name of L/C Bank]
undertakes, upon its becoming an L/C Bank, to perform all the obligations
expressed to be undertaken under the Facilities Agreement and the Relevant
Finance Documents by an L/C Bank and agrees that it shall be bound by the
Facilities Agreement and the other Relevant Finance Documents in all respects
as if it had been an original party to it as an L/C Bank.


 


4.                                           [Name of L/C Bank]’s
administrative details are as follows:


 


Address:


 


Fax No:


 


Contact:


 


[and the address of the office having the beneficial ownership of our
participation in the Facilities Agreement (if different from the above) is:


 


Address:


 


Fax No:


 


Contact:
              ]


 


296

















 


5.                                           This
L/C Bank Accession Certificate, including all non-contractual obligations
arising out of or in connection with it, shall be governed by, and construed in
accordance with, English Law.


 


For and on behalf of


[Name of L/C
Bank]


 


297

















 


SCHEDULE
12


 


FORM OF
DOCUMENTARY CREDIT


 


[L/C
Bank’s Letterhead]


 


To:                                  [Beneficiary]


(the “Beneficiary”)


 


Non-transferable Irrevocable
Documentary Credit No. [·]


 


At the request of [insert name of Borrower], [L/C Bank]
(the “L/C Bank”) issues this irrevocable
non-transferable documentary credit (“Documentary Credit”)
in your favour on the following terms and conditions:


 


1.                                           Definitions


 


In this Documentary Credit:


 


“Business Day” means a day (other than a
Saturday or a Sunday) on which banks are open for general business in [London].(34)


 


“Demand” means a demand for payment
under this Documentary Credit in the form of the schedule to this Documentary
Credit.


 


“Expiry Date” means [·].


 


“Total L/C Amount” means [·].


 


2.                                           L/C Bank’s Agreement


 


(a)                           The
Beneficiary may request a drawing or drawings under this Documentary Credit by
giving to the L/C Bank a duly completed Demand. 
A Demand must be received by the L/C Bank on or before [·] p.m.
([London] time) on the Expiry Date.


 


(b)                          Subject
to the terms of this Documentary Credit, the L/C Bank unconditionally and
irrevocably undertakes to the Beneficiary that, within [10] Business Days of
receipt by it of a Demand, it will pay to the Beneficiary the amount demanded
in that Demand.


 


(c)                           The
L/C Bank will not be obliged to make a payment under this Documentary Credit if
as a result the aggregate of all payments made by it under this Documentary
Credit would exceed the Total L/C Amount.


 






(34)                                This
may need to be amended depending on the currency of payment under the
Documentary Credit.


 


298

















 


3.                                           Expiry


 


(a)                           The
L/C Bank will be released from its obligations under this Documentary Credit on
the date (if any) notified by the Beneficiary to the L/C Bank as the date upon
which the obligations of the L/C Bank under this Documentary Credit are
released.


 


(b)                          Unless
previously released under paragraph (a) above, at [·] p.m.
([London] time) on the Expiry Date the obligations of the L/C Bank under this
Documentary Credit will cease with no further liability on the part of the L/C
Bank except for any Demand validly presented under the Documentary Credit
before that time that remains unpaid.


 


(c)                           When
the L/C Bank is no longer under any further Obligations under this Documentary
Credit, the Beneficiary must promptly return the original of this Documentary
Credit to the L/C Bank.


 


4.                                           Payments


 


All payments under this Documentary Credit shall be made in [·] and for value on
the due date to the account of the Beneficiary specified in the Demand.


 


5.                                           Delivery of Demand


 


Each Demand shall be in writing, and, unless otherwise stated, may be
made by letter, fax or telex and must be received in legible form by the L/C
Bank at its address and by the particular department or officer (if any) as
follows:


 


[·]


 


6.                                           Assignment


 


The Beneficiary’s rights under this Documentary Credit may not be
assigned or transferred.


 


7.                                           UCP


 


Except to the extent it is inconsistent with the express terms of this
Documentary Credit, this Documentary Credit is subject to the Uniform Customs
and Practice for Documentary Credits (1993 Revision), International Chamber of
Commerce Publication No. 500.


 


8.                                           Governing Law


 


This Documentary Credit, including all non-contractual obligations
arising out of or in connection with it, shall be governed by, and construed in
accordance with, English Law.


 


9.                                           Jurisdiction


 


The courts of England have exclusive jurisdiction to settle any
disputes, including those that are non-contractual, arising out of or in
connection with this Documentary Credit.


 


Yours faithfully,


 


 


[L/C Bank]


 


By:


 


299

















 


FORM OF DEMAND


 


To:                                  [L/C
Bank]


 


 


Dear Sirs,


 


Non-transferable
Irrevocable Documentary Credit No. [·] issued in favour of [name of beneficiary] (the “Documentary Credit”)


 


We refer to the Documentary
Credit.  Terms defined in the Documentary
Credit have the same meaning when used in this Demand.


 


1.                                           We certify that the sum of [·] is due [and has remained unpaid for
at least [·] Business Days] [under [set out underlying contract or
agreement]].  We therefore demand payment
of the sum of [·].


 


2.                                           Payment should be made to the following
account:


 


Name:


 


Account Number:


 


Bank:


 


3.                                           The date of this Demand is not later
than the Expiry Date.


 


Yours faithfully,


 


	
  (Authorised Signatory)

  	
   

  	
  (Authorised Signatory)

  



 


For


[Beneficiary]


 


300

















 


SCHEDULE
13


 


FORM OF
INCREASE CONFIRMATION


 


To:                                  Deutsche Bank AG,
London Branch as Facility Agent, Deutsche Bank AG, London Branch as Security
Trustee, Deutsche Bank AG, London Branch as L/C Bank and Virgin Media
Investment Holdings Limited as the Company, for and on behalf of each Obligor


 


From:                      [the Increase Lender] (the “Increase Lender”)


 


Dated:


 


Senior Facilities Agreement
dated 16 March 2010 (as from time to time amended, varied, novated or
supplemented, the “Facilities Agreement”)


 


1.                                           We refer to the Facilities Agreement,
the Group Intercreditor Agreement, the HYD Intercreditor Agreement and the
Security Trust Agreement (as each of those terms are defined in the Facilities
Agreement).  This agreement (the “Agreement”) shall take effect as an Increase Confirmation
for the purpose of the Facilities Agreement. Terms defined in the Facilities
Agreement have the same meaning in this Agreement unless given a different
meaning in this Agreement.


 


2.                                           We refer to Clause 2.2 (Increase) of the Facilities Agreement.


 


3.                                           The Increase Lender agrees to assume
and will assume all of the obligations corresponding to the Commitment
specified in the Schedule (the “Relevant Commitment”)
as if it was an Original Lender under the Facilities Agreement.


 


4.                                           The proposed date on which the increase
in relation to the Increase Lender and the Relevant Commitment is to take
effect (the “Increase Date”) is [·].


 


5.                                           On the Increase Date, the Increase
Lender becomes party to the relevant Relevant Finance Documents.


 


6.                                           The Facility Office and address, fax
number and attention details for notices to the Increase Lender for the
purposes of Clause 41 (Notices and Delivery of
Information) are set out in the Schedule.


 


7.                                           The Increase Lender expressly
acknowledges the limitations on the Lenders’ obligations referred to in Clause
2.2 (Increase).


 


8.                                           The Increase Lender confirms, for the
benefit of the Facility Agent and each Obligor, that it is:


 


(a)                           [a UK
Bank Lender.]


 


(b)                          [a UK
Non-Bank Lender and falls within paragraph [(a)] / [(b)] of the definition
thereof.]


 


(c)                           [a UK
Treaty Lender.]


 


301

















 


9.                                           Any Increase Lender that is a UK Bank
Lender or a UK Non-Bank Lender shall deliver to the Facility Agent, on or
before the date falling five Business Days before the date upon which interest
next falls due for payment after the date hereof, the following documents
evidencing the tax status of such Increase Lender as indicated above:


 


	
  UK Bank Lender

  	
  (i)

  	
  certificate of incorporation; and 

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  copy of banking licence.

  
	
   

  	
   

  	
   

  
	
  UK Non- Bank Lender

  	
  (i)

  	
  certificate of incorporation in the UK; or 

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  other evidence that the relevant ss. 933-937
  Income Tax Act conditions are met.

  



 


If such Increase Lender has previously provided the Company with the
above documents (in connection with any financing made available by such
Increase Lender to the Company) such Increase Lender shall only be required to
confirm in writing that it had previously provided such documents and that
there have been no changes to the form of such documents relevant for these
purposes.


 


10.                                     The Increase Lender hereby agrees with
each other person who is or becomes party to the HYD Intercreditor Agreement in
accordance with the terms thereof that with effect on and from the date hereof,
it will be bound by the HYD Intercreditor Agreement as a Senior Lender and a
Senior Finance Party as if it had been an original party thereto in such
capacity.


 


11.                                     The Increase Lender hereby agrees with
each other person who is or becomes party to the Group Intercreditor Agreement
in accordance with the terms thereof that with effect on and from the date
hereof, it will be bound by the Group Intercreditor Agreement as a Senior
Lender and a Senior Finance Party as if it had been an original party thereto
in such capacity.


 


12.                                     The Increase Lender hereby agrees with
each other person who is or becomes party to the Security Trust Agreement in
accordance with the terms thereof that with effect on and from the date hereof,
it will be bound by the Security Trust Agreement as a Beneficiary as if it had
been an original party thereto in such capacity.


 


13.                                     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.


 


14.                                     This Agreement, including all
non-contractual obligations arising out of or in connection with it, shall be
governed by, and construed in accordance with, English Law.


 


15.                                     This Agreement has been entered into on
the date stated at the beginning of this Agreement.


 


302

















 


THE SCHEDULE


 


Relevant Commitment/rights and obligations to be
assumed by the Increase Lender


 


[insert relevant details]


 


[Facility office address, fax number and attention
details for notices and account details for payments]


 


[Increase Lender]


 


By:


 


This Agreement is accepted as
an Increase Confirmation for the purposes of the Facilities Agreement by the
Facility Agent [and each L/C Bank]*, and the Increase Date is confirmed as
[     ].


 


	
  Facility Agent

  	
                     
  [L/C Bank

  
	
   

  	
   

  
	
  By:

  	
  By:]*

  
	
   

  	
   

  
	
   

  	
   

  
	
  Security Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  



 


 






NOTE:


 


*                                             Only
if increase in the Total Revolving Facility Commitments.


 


303

















 


SCHEDULE
14


 


FORM OF
NOTIFIABLE DEBT PURCHASE TRANSACTION NOTICE


 


To:                                  Deutsche
Bank AG, London Branch as Facility Agent


 


From:                      [The Lender]


 


Dated:


 


Senior
Facilities Agreement dated 16 March 2010  (as from time to time
amended, varied, novated or supplemented, the “Facilities Agreement”)


 


1.                                           We refer to paragraph (d) of
Clause 38 (Debt Purchase Transactions) of the
Facilities Agreement.  Terms defined in
the Facilities Agreement have the same meaning in this notice unless given a
different meaning in this notice.


 


2.                                           We have entered into a Notifiable Debt
Purchase Transaction.


 


3.                                           The Notifiable Debt Purchase
Transaction referred to in paragraph 2 above relates to the amount of our
Commitment(s) as set out below.


 


	
  Commitment

  	
   

  	
  Amount of our Commitment
  to which Notifiable Debt Purchase Transaction relates (Base Currency)

  
	
   

  	
   

  	
   

  
	
  [A Facility Commitment

  	
   

  	
  [insert
  amount (of that Commitment) to which the relevant Debt Purchase Transaction
  applies]

  
	
   

  	
   

  	
   

  
	
  [[BX] Facility Commitment

  	
   

  	
  [insert
  amount (of that Commitment) to which the relevant Debt Purchase Transaction
  applies]

  



 


[Lender]


 


By:


 






* Delete/add as applicable


 


304

















 


SCHEDULE
15


 


FORM OF
RESIGNATION LETTER


 


To:                                  Deutsche
Bank AG, London Branch as Facility Agent


 


From:                      [resigning
Borrower] and the Company


 


Dated:


 


Dear Sirs


 


Senior Facilities Agreement
dated 16 March 2010 (as from time to time amended, varied, novated or
supplemented, the “Facilities Agreement”)


 


1.                                           We refer to the Facilities
Agreement.  This is a Resignation Letter.  Terms defined in the Facilities Agreement
have the same meaning in this Resignation Letter unless given a different
meaning in this Resignation Letter.


 


2.                                           Pursuant to Clause 37.3 (Resignation of a Borrower), we request that the resigning
Borrower be released from its obligations as a [Borrower]/[Guarantor] under the
Facilities Agreement and the Relevant Finance Documents [(other than the Group
Intercreditor Agreement)].


 


3.                                           We confirm that:


 


(a)                           no
Event of Default is continuing or would result from the acceptance of this
request; and


 


(b)                          the
resigning Borrower is under no actual or contingent obligations as a Borrower
under any Relevant Finance Documents; and


 


(c)                           [the
resigning Borrower’s obligations in its capacity as Guarantor continue to be
legal, valid, binding and enforceable and in full force and effect (subject to
the Reservations) and the amount guaranteed by it as a Guarantor is not
decreased, subject to Clause 44.5 (Release of Guarantees and
Security)].


 


4.                                           This Resignation Letter, including all
non-contractual obligations arising out of or in connection with it, shall be
governed by, and construed in accordance with, English Law.


 


	
  [The Company]

  	
   

  	
  [resigning Borrower]

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  By:

  



 


305






 












 


SCHEDULE 16


 


PRO FORMA BANK GROUP FINANCIAL STATEMENTS


 


Bank Group Estimated Consolidated Balance Sheet


£ millions


Unaudited


Proforma


 


	
   

  	
   

  	
  Ultimate Parent

  as at

  End of period (1)

  	
   

  	
  Excluded

  Group

  	
   

  	
  Consolidation

  Adjustment

  	
   

  	
  Proforma

  Bank Group

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current
  Assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash
  and Cash equivalents

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Restricted
  Cash

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accounts
  receivable - trade less allowance for doubtful accounts

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prepaid
  expense and Other current assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  current assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fixed
  Assets, net

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Reorganisation
  value in excess of amounts allocable to identifiable assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Customer
  Lists, net

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Intangible
  assets, net

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Investments
  in and loans to affiliates, net

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other
  assets net of accumulated amortisation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Liabilities and shareholders’ equity (deficit)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current
  liabilities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accounts
  payable

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accrued
  expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interest
  payable

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deferred
  revenue

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current
  portion of long term debt

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  current liabilities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Long
  term debt net of current portion

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other
  long term liabilities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deferred
  income taxes

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Commitments
  and contingent liabilities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minority
  Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shareholders’
  equity (deficit)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Series preferred
  stock

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Common
  Stock

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Additional
  paid in capital

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Treasury
  Stock

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Unearned
  stock-based compensation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accumulated
  other comprehensive income (loss)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accumulated
  (deficit)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  shareholders’ equity (deficit)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total liabilities and shareholders’ equity (deficit)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






(1)  From financial statements delivered under
Clause 22.1(a) (Financial Statements)
of this Agreement


 


306

















 


Bank Group
Estimated Consolidated Statement Of Operations


£ millions


Unaudited


Proforma


 


	
   

  	
   

  	
  Ultimate

  Parent (1)

  	
   

  	
  Excluded

  Group

  	
   

  	
  Consolidation

  Adjustment

  	
   

  	
  Proforma

  Bank Group

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Revenue

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Costs and expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating costs (excluding depreciation)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Selling, general and administrative expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other charges

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Depreciation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Amortization

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating loss

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other income (expense)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interest income and other, net

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interest expense

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Loss on extinguishment of debt

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Share of (losses) from equity investments

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other gains

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Foreign currency transaction gains

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Loss before income taxes

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Income tax (expense) benefit

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net (loss)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






(1)  From financial statements delivered under
Clause 22.1(a) (Financial Statement)
of this Agreement


 


307

















 


Bank Group
Estimated Consolidated Statement Of Cashflows


£ millions


Unaudited


Proforma


 


	
   

  	
   

  	
  Ultimate

  Parent (1)

  	
   

  	
  Excluded

  Group

  	
   

  	
  Consolidation

  Adjustment

  	
   

  	
  Proforma

  Bank Group

  	
   

  
	
  [Operating activities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net cash provided by (used in)
  operating activities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Investing activities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Purchase of fixed assets and intangible assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Principal repayments on loans to equity
  investments

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Disposal of sit-up, net

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net cash (used in) investing activities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Financing activities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Proceeds from employee stock option exercises

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Purchase of stock

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New borrowing net of financing fees

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Principal repayments on long-term debt and
  Capital leases

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Principal drawings (repayments) on loans to group
  companies

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dividends paid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Realized gain on derivatives

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Intercompany funding

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net cash provided by financing activities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Effect of exchange rate changes on cash and cash
  equivalents

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Increase (decrease) in cash and cash equivalents

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash and cash equivalents at beginning of year/
  quarter

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash and cash equivalents at 30 09 09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  per balance sheet cash]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






(1)  From financial statements delivered under
Clause 22.1(a) (Financial Statement)
of this Agreement


 


308

















 


SCHEDULE
17


 


PRO
FORMA BUDGET INFORMATION


 


BUDGET


 


UK Bank Group


(£ in millions)


 


	
   

  	
   

  	
   

  	
   

  	
  [·]

  	
   

  	
  [·]

  	
   

  
	
  INCOME STATEMENT

  	
   

  	
  Note Ref

  	
   

  	
  Q1

  	
   

  	
  Q2

  	
   

  	
  Q3

  	
   

  	
  Q4

  	
   

  	
  [·]

  	
   

  	
  Q1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Revenue

  	
   

  	
  b

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
  COGS

  	
   

  	
  b

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Gross Margin

  	
   

  	
   

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
  Gross Margin %

  	
   

  	
   

  	
   

  	
  0.0

  	
  %

  	
  0.0

  	
  %

  	
  0.0

  	
  %

  	
  0.0

  	
  %

  	
  0.0

  	
  %

  	
  0.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SG&A

  	
   

  	
  b

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Segment Profit

  	
   

  	
  b

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other Charges

  	
   

  	
  b

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Depreciation and Amortisation

  	
   

  	
  c

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EBIT

  	
   

  	
   

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  



 


309

















 


	
   

  	
   

  	
   

  	
   

  	
  [·]

  	
   

  	
  [·]

  	
   

  
	
  CASH FLOW STATEMENT

  	
   

  	
   

  	
   

  	
  Q1

  	
   

  	
  Q2

  	
   

  	
  Q3

  	
   

  	
  Q4

  	
   

  	
  [·]

  	
   

  	
  Q1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Segment Profit

  	
   

  	
  b

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
  Net Cash Interest

  	
   

  	
  b

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Change in Working Capital

  	
   

  	
  c

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Other

  	
   

  	
   

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Net Operating Cash Flows

  	
   

  	
   

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Increase in Intangible Assets

  	
   

  	
  b

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Increase in Fixed Assets

  	
   

  	
  c

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Net Investing Cash Flows

  	
   

  	
   

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Borrowings

  	
   

  	
  b

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
  Repayments

  	
   

  	
  b

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Asset Disposals

  	
   

  	
  c

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Permitted Payments to Parent

  	
   

  	
  b

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Contributions from Parent

  	
   

  	
  b

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Net Financing Cash Flows

  	
   

  	
   

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Cash Flows

  	
   

  	
   

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  



 


310

















 


	
   

  	
   

  	
   

  	
   

  	
  [·]

  	
   

  	
  [·]

  	
   

  
	
  BALANCE SHEET

  	
   

  	
   

  	
   

  	
  Q1

  	
   

  	
  Q2

  	
   

  	
  Q3

  	
   

  	
  Q4

  	
   

  	
  [·]

  	
   

  	
  Q1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash

  	
   

  	
  b

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
  Accounts Receivable

  	
   

  	
  b

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Prepaid & Other

  	
   

  	
  c

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Current Assets

  	
   

  	
   

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fixed Assets, net

  	
   

  	
  b

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
  Contributions to Parent

  	
   

  	
  b

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Other Assets

  	
   

  	
  b

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Assets

  	
   

  	
   

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accounts Payable

  	
   

  	
  c

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
  Accrued Expenses

  	
   

  	
  c

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
  Interest Payable

  	
   

  	
  b

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Current Liabilities

  	
   

  	
   

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Long Term Debt

  	
   

  	
  b

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
  Other

  	
   

  	
   

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Total Liabilities

  	
   

  	
   

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equity

  	
   

  	
   

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Total Shareholders’ Equity

  	
   

  	
   

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Liabilities and
  Shareholders’ Equity

  	
   

  	
   

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  	
  £

  	
  —

  	
   

  



 


311

















 






Notes


 


The above statements provide
limited information concerning certain line items of the UK Bank Group’s budget
(as defined in the Senior Facilities Agreement) according to the following
notes:


 


a = Items will be specific to
the Excluded Group only


 


b = Items will be determined
specifically without allocation


 


c = Items will be allocated
between the Bank Group and Excluded Group based upon appropriate methodologies
as determined by the Board of Directors


 


Accordingly the starting
balance sheet and balance sheets for the budget periods may be incomplete


 


312