Mandatory prepayment of all outstandings and cancellation of all commitments under the SFA will be required upon the occurrence of a Change of Control. The definition of Change of Control is based on the definition as applies to the existing senior secured notes but amended, among other things, to incorporate additional triggers in the event that: (i) either of the Borrowers, Virgin Media Finance PLC, Virgin Media Secured Finance PLC or Virgin Media Investments Limited (“Intermediate Holdco”) ceases to be a direct or indirect wholly-owned subsidiary of the Ultimate Parent; (ii) Intermediate Holdco ceases to be a direct wholly-owned subsidiary of VMIH; (iii) any Material Subsidiary (other than Intermediate Holdco and VMIH) ceases to be a direct or indirect wholly-owned subsidiary of Intermediate Holdco; or (ii) a change of control occurs under any of Virgin Media’s existing or future high yield notes or senior secured notes. Mandatory prepayment is also required in respect of net proceeds received from: (i) disposals; and (ii) insurance claims; subject to the Prepayment Threshold, customary and existing exceptions and de-minimis thresholds for disposals and insurance claims, in each case, of £2.5 million per event or series of related events. As per the Existing SFA, the first £200 million of any net proceeds from each Content Transaction shall be retained by the Bank Group and may be applied at the Company’s discretion. The Prepayment Threshold does not apply to net proceeds from a Content Transaction. The covenant requiring that the aggregate amount of all outstandings and commitments at all times exceeds £1 billion has been retained. To facilitate compliance with this covenant, no mandatory prepayment is required to be made if such payment would result in the aggregate amount of all outstandings under Tranche A, Tranche B and any additional term loan facilities to fall below £1 billion (except for any such mandatory prepayment due upon the occurrence of a Change of Control or illegality). |