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:
58
(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