Sale and Purchase Agreement, dated as of September 22, 2021, by and among Liberty Global, plc, UPC Poland Holding B.V., P4 sp. z o.o. and Iliad S.A

means the audited standalone financial statements for the Target Company prepared in accordance with Polish GAAP for the accounting reference period ended on the Accounts Date, comprising the balance sheet, profit and loss account, statement of changes in equity, statement of cash flow and the notes relating to them;

means 31 December 2019;

has the meaning as set out in Part D of Schedule 4 (Post-Completion financial adjustments);

has the meaning as set out in sub-clause 19.2(B);

has the meaning as set out in sub-clause 19.2(B);

has the meaning as set out in Part D of Schedule 4 (Post-Completion financial adjustments);

means, in relation to any Party, (i) any Person Controlled directly or indirectly by such Party, or (ii) any Person by which such Party is Controlled directly or indirectly, or (iii) any Person which is under the common Control with such Party, in each case from time to time and "Affiliates" shall be construed accordingly;

means PLN 7,025 million;

means the TSA, the Reverse TSA A, the Reverse TSA B, the Data Processing Agreement, the Reverse Data Processing Agreement, the Brand License Agreement and any other agreements entered into pursuant to or in connection with this Agreement and so designated by the Parties, and "Ancillary Document" shall mean any one of them;

means the European Commission and/or Prezes Urzędu Konkurencji i Konsumentów (UOKiK) as applicable;

means the Antitrust Clearance having been duly obtained and being in full force and effect;

means all applicable anti-money laundering-related and counter-terrorist financing-related laws, regulations, rules and guidance;

means any law, statute, subordinate legislation, constitutional provision, treaty, order, code, ordinance, temporary restraining order, preliminary or permanent injunction, judgment, decree, decision, directive, licence, permit, regulation of any Governmental Authority having jurisdiction over the matter or person in question, or other binding legislative or administrative action of a Governmental Authority, or any official interpretation of any of the foregoing by any Governmental Authority, or a final, binding, or executive decree, injunction, judgment, writ, grant, directive or order of a Governmental Authority that legally affects and has the authority to legally affect the matter or person in question and "Applicable Laws" shall be construed accordingly;

means a legal permission of whatsoever kind (including licences, consents or approvals) required from a third party (other than any Affiliate of a member of the Seller’s Retained Group) to allow the Target Company to receive the benefit of any services (or part thereof) provided under the TSA, and/or to permit the use of or access to the Service Provider Materials and/or the Service Provider Systems (as defined in the TSA) by the Target Company, in each case under and in accordance with the TSA (within the limits of any applicable Service Boundary, as defined in the TSA);

has the meaning as set out in Part D of Schedule 4 (Post-Completion financial adjustments);

has the meaning as set out in sub-clause 3.3;

has the meaning as set out in sub-clause 4.5;

means completion of the sale and purchase of the Shares by the performance by the Parties of their respective obligations under Clause 8;

has the meaning as set out in sub-clause 4.1;

means the date on which Completion takes place in accordance with the provisions of Clause 8;

has the meaning as set out in sub-clause 9.3;

has the meaning set out in Part C of Schedule 4 (Post-Completion Financial Adjustments);

means the confidentiality agreement between the Purchaser and the Seller dated 30 March 2021;

means the agreements set out in Attachment 2 (Continuing Intra-Group Agreements);

shall have the meaning ascribed to it under (and shall be interpreted in accordance with the terms of) sections I. and II. of Article L. 233-3 of the French Commercial Code and Controlled, Controlling or Controller shall be construed accordingly;

means:

(a)any and all measures taken by any Governmental Authority in connection with or in response to COVID-19 or any consequence of COVID-19, including but not limited to the issuance of quarantine and confinement orders, embargoes and travel restrictions or general COVID-19 related guidelines;

(b)any and all consequences of COVID-19 or any of the measures referred to in limb (a) of this definition, whether occurring prior to or after the date of this Agreement and including but not limited to:

a.changes in economic or financial conditions or circumstances; or

b.adverse impacts on the health and wellbeing of employees or other persons having a connection to the Target Company or any of the Parties,

c.provided that, for the avoidance of doubt, no measure or consequence shall be excluded from falling within either or both limbs of this definition by virtue of being indirect or consequential;

has the meaning as set out in sub-clause 5.3;

means any law, subordinate legislation, statue, by-law, regulation, treaty, judgement, decision, rule, notice, order, or code of practice or published practice, in each case having the force of law, concerning the protection, privacy and/or processing of Personal Data (including GDPR);

means the Warranties set out in paragraph 12 of Schedule 1 (Seller’s Warranties);

means the electronic data room hosted by Datasite under the project name Amber comprising the documents and other information relating to the Target Company in respect of which a USB copy of which will be provided to the Purchaser on Completion Date;

has the meaning as set out in Part D of Schedule 4 (Post-Completion financial adjustments);

has the meaning as set out in Sub-Clause 12.14;

has the meaning as set out in Part D of Schedule 4 (Post-Completion financial adjustments);

means any right in rem or in personam including any mortgage, charge (fixed or floating), pledge, lien, option, right to acquire, right of pre-emption, assignment by way of security or trust arrangement for the purpose of providing security or other security interest of any kind (including any retention arrangement), or any agreement to create any of the foregoing (but excluding, for the avoidance of doubt, any licence with respect to Intellectual Property);

means any and all laws (including statutes, secondary and subordinate legislation, regulations, directives, guidance having the force of law, common law, judgments and court orders), lawful interpretations of any laws by any Governmental Authority and international and EU treaties concerning the protection of the Environment, human health or welfare, the conditions of the workplace or the generation, transportation, storage, treatment or disposal of any Dangerous Substance;

means an amount equal to:

has the meaning as set out in Part D of Schedule 4 (Post-Completion financial adjustments);

has the meaning as set out in Part D of Schedule 4 (Post-Completion financial adjustments);

has the meaning as set out in Part D of Schedule 4 (Post-Completion financial adjustments);

has the meaning as set out in Part D of Schedule 4 (Post-Completion financial adjustments);

has the meaning as set out in Part D of Schedule 4 (Post-Completion financial adjustments);

means Council Regulation (EC) No. 139/2004;

means that the relevant fact, matter, circumstance or other information is disclosed in such a reasonably apparent manner and with sufficient detail to enable the Purchaser to make a reasonably accurate assessment of the nature, the scope and the quantum (provided it is known by the Seller) of the fact, matter, circumstance or other information disclosed;

has the meaning as set out in sub-clause 3.1;

means any debt facilities, arrangements, instruments, trust deeds, note purchase agreements, indentures, commercial paper facilities or overdraft facilities with banks, other financial institutions or investors providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such institutions or to special purpose entities formed to borrow from such institutions against such receivables), letters of credit, notes, bonds, debentures or other financial indebtedness;

has the meaning as set out in paragraph 6 of Part C of Schedule 4 (Post-Completion financial adjustments);

has the meaning as set out in sub-clause 4.1(B);

has the meaning as set out in sub-clause 4.1(B);

means the Warranties at paragraphs 1.1 to 1.9 (Ownership of the Shares), at paragraphs 2 (Capacity of the Seller), 10.1 (Insolvency) and 16.7 of Schedule 1 (Seller’s Warranties).

means rights in patents (including extensions, partial or not, divisional, renewals, issuance, re-examinations), inventions, discovery, trademarks, designs, copyright (including logo, drawing, etc.), company name, trade name, database rights, domain names, software (including object code and source code), know-how, Trade Secret and confidential information (whether or not any of these is registered, and including applications and rights to apply for registration of any such thing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world;

has the meaning as set out in Part D of Schedule 4 (Post-Completion financial adjustments);

has the meaning as set out in Part D of Schedule 4 (Post-Completion financial adjustments);

has the meaning as set out in Part D of Schedule 4 (Post-Completion financial adjustments);

has the meaning given in Schedule 10;

has the meaning as set out in sub-clause 14.1(A);

means the HFM unaudited monthly balance sheets and profits and loss account of the Target Company prepared in accordance with US GAAP for the period started on 1 January 2020 and ended on 31 March 2021;

means an Authorisation required by any of the Third Party Suppliers listed in Schedule 9;

means:

(a)any contract to which the Target Company is a party and that has generated or is expected to generate annual revenues to, or payment by, such Target Company in excess of PLN 10,000,000, in the 12 month financial period ended 31 December 2020 and in the 12 month financial period ended 31 December 2021; and

(b)any material contract between the Target Company and any of the top 10 business customers of the Target Company by total spent in the 12 month financial period ended 31 December 2020 and in the 12 month financial period ended 31 December 2021,

in each case other than any Financing Facilities and contracts (other than Shared Contracts) between the Target Company and the Seller’s Retained Group;

means (i) in respect of the Seller, those obligations set out in sub-clauses 8.2(A), 8.2(B)(i) and 8.2(B)(v), and (ii) in respect of the Purchaser, those obligations set out in sub-clauses 8.3(A), 8.3(B) and 8.3(C);

means the properties listed in Schedule 11 to this Agreement;

has the meaning as set out in sub-clause 11.26.

means the Warranties set out in paragraph 15 of Schedule 1 (Seller’s Warranties);

has the meaning as set out in sub-clause 4.1(C);

has the meaning as set out in sub-clause 8.5(A);

means a service from any member of the Seller’s Retained Group to the Target Company which:

a.was provided by a member of the Seller’s Retained Group to the Target Company during the Reference Period;

b.is necessary to enable the Target Company to operate its business in all material respects in the way that it was operated during the Reference Period;  

c.is not included in Schedule 1 (Services) to the TSA;

d.is not an Excluded Service as defined in the TSA;

e.is not a service under the Brand License Agreement, any other Ancillary Document or any Continuing Intra-Group Agreement;

f.is not a service which has been permanently ceased in the ordinary course of business prior to the Completion Date or a one-off service concluded prior to Completion; and

g.is not a service which relates exclusively to the fact of the Target Company being an Affiliate of the Seller prior to Completion and is not comprised within any of the resources, contracts or assets that are to be transferred to the Target Company in connection with Separation;

means services providing television content to paying customers independently of delivery technology (e.g. DTH, cable, IPTV, OTT);

has the meaning as set out in Sub-Clause 12.17;

means the following two schemes:

–Mandatory retirement indemnity plan (Odprawa Emerytalna – “OE”); and

–Mandatory auto-enrolment defined contribution plan (Pracownicze Plany Kapitałowe - “PPK”)

has the meaning as set out in sub-paragraph 8.1 of Schedule 1 (Seller’s Warranties);

means the Long Stop Date as postponed in accordance with sub-clause 4.12;

has the meaning as set out in Sub-Clause 12.8;

has the meaning as set out in Sub-Clause 12.8;

has the meaning as set out in Schedule 2 (Purchaser’s Warranties);

means the Purchaser and its Affiliates from time to time, and for the avoidance of doubt includes the Target Company following Completion, and "member of the Purchaser's Group" shall be construed accordingly;

has the meaning as set out in paragraph 1(A) of Part C of Schedule 4 (Post-Completion financial adjustments);

"Rejecting Party"

has the meaning as set out in paragraph 3 of Part C of Schedule 4 (Post-Completion financial adjustments);

means any loss, relief, allowance or credit in respect of any Tax and any deduction in computing income, profits or gains for the purposes of any Tax or any right to repayment of Tax (including any repayment supplement, fee or interest in respect of Tax and excluding for the avoidance of doubt the creation of any reportable tax loss carry forward);

has the meaning as set out in sub-clause 9.3;

has the meaning as set out in sub-clause 19.1(B);

means any country or territory that is the target of any comprehensive country- or territory-wide Sanctions (being, as at the date of this Agreement, Cuba, Iran, North Korea, Syria and the territory of Crimea);

means the economic, financial and trade embargoes and sanctions laws, regulations and restrictive measures and export controls administered, enacted or enforced from time to time by the Office of Foreign Assets Control of the U.S. Department of the Treasury; the United States Department of State; any other U.S. government entity or body; the United Nations Security Council; any United Nations Security Council Sanctions Committee; the European Union and any member state of the European Union; the United Kingdom and/or any other applicable Governmental Authority;

means the United Nations Security Council, the United States, the European Union, the United Kingdom and any Governmental Authority of any of the aforementioned (including, but not limited to, the Office of Foreign Assets Control of the U.S. Department of the Treasury and the United Kingdom's HM Treasury);

means the "Specially Designated Nationals and Blocked Persons" list and the "Sectoral Sanctions Identifications" list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the "Consolidated List of Persons, Groups and Entities subject to EU Financial Sanctions" maintained by the European Commission, and any similar list maintained by, or public announcement of a Sanctions designation made by, any Sanctions Authority, in each case as updated from time to time;

has the meaning as set out in sub-clause 11.23;

means the bank account to be notified in writing by the Seller to the Purchaser no later than 5 Business Days before the Completion Date or such other bank account as may be notified by the Seller to the Purchaser in writing from time to time (by no later than 3 Business Days before the due date for any relevant payment) in relation to any specific payment or payments generally;

means (i) the intercreditor agreement originally dated 16 January 2004 (as amended and restated) and the senior secured credit facility agreement originally dated 16 January 2004 as amended and/or restated from time to time, including most recently on April 23, 2020 among, inter alios, UPC Broadband Holding B.V. as borrower and the Bank of Nova Scotia as facility agent and security agent; (ii) an indenture dated 18 October 2017 among, inter alios, UPC Holding B.V. as issuer and the Bank of New York Mellon, London Branch as trustee, providing for the issuance of an initial aggregate principal amount of $550,000,000 of 5.5% senior notes due 2028 as amended and/or supplemented from time to time including by the supplemental indenture dated 21 October 2019 entered into by, inter alios, the Target Company; (iii) an indenture dated 21 June 2017 among, inter alios, UPC Holding B.V. as issuer and the Bank of New York Mellon, London Branch as trustee, providing for the issuance of an initial aggregate principal amount of $635,000,000 of 3.875% senior notes due 2029 as amended and/or supplemented from time to time including by the supplemental indenture dated 21 October 2019 entered into by, inter alios, the Target Company, (iv) the share pledge agreement in respect of the Shares dated 21 October 2019, (v) the agreement for security assignment dated 21 October 2019 and entered into by the Target Company, (vi) the payment services agreement with, i.a., Citibank Europe plc, dated 20 May 2016, (vii) the guarantee facility agreement with Fortis Bank dated 22 September 2004, (viii) the voluntary submissions to enforcement in connection with above agreements, and (ix) the agreement for security assignment in connection with above agreements;

means (i) the buyer payment services agreement dated 20 May 2016 among, inter alios, UPC Broadband Holding B.V., the Target Company and Citibank Europe plc; and (ii) the accounts payment services agreement dated 13 September 2021, among, inter alios, UPC Broadband Holding B.V., the Target Company and ING Bank N.V.;

has the meaning set out in Paragraph 1 of Schedule 3

means the services set out in Attachment 3 provided by the Seller’s Retained Group to the Target Company prior to Completion and which are referenced in the column referenced “Specified Excluded Services” (and not, for the avoidance of doubt the services referenced in the rows which are not highlighted):

has the meaning set out in Paragraph (A) of Background;

has the meaning as set out in sub-clause 13.1;

has the meaning as set out in sub-clause 21.5 ;

has the meaning as set out in Part D of Schedule 4 (Post-Completion financial adjustments);

means (a) any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty, charge, surcharge, fine, interest or additional tax liability imposed under any Applicable Laws payable in connection with any failure to pay or any delay in paying any of the same) imposed or levied by any government or other taxing authority, including but not limited to: corporate income tax (podatek dochodowy od osob prawnych), income tax on revenue from a fixed asset being a building (podatek dochodowy od przychodu ze środka trwałego będącego budynkiem), personal income tax (podatek dochodowy od osób fizycznych), civil law transaction (podatek od czynności cywilnoprawnych), value added tax (podatek od towarów i usług), excise tax (podatek akcyzowy), customs tax (cło), real estate tax (podatek od nieruchomości), retail tax (podatek od sprzedaży detalicznej), fees related to Employee Capital Plan (opłaty na Pracownicze Programy Emerytalne), social security and health contributions (składki na ubezpieczenie społeczne oraz na ubezpieczenie zdrowotne). Fees on revenue derived from fees for access to television programs broadcast or rebroadcast on the digital platform (wpłaty z tyłułu przychodów pochodzących z opłat za dostęp do programów telewizyjnych nadawanych lub reemitowanych na platformie cyfrowej), fees for the supply of an on-demand audiovisual media service (wpłaty z tytułu dostarczenia audiowizualnej usługi medialnej na żądanie) should be also deemed „Tax” for the purpose of this definition (b) any liability for the payment of any amounts of the type described in subsection (a) as a result of being a transferee or successor to any Person or as a secondary liability or as a result of any obligation to indemnify any other Person. “Taxation”, “Taxes” and “Taxable” shall have meanings correlative to the foregoing

means any Governmental Authority or political subdivision thereof that exercises authority over the imposition, determination, collection or administration of Taxes, including Collective Management Organizations (CMO - organizacje zbiorowego zarządzania prawami autorskimi) and the Polish Film Institute (Polski Instytut Sztuki Filmowej);

has the meaning as set out in Sub-Clause 12.13;

has the meaning as set out in Sub-Clause 12.27;

means any report, return, filing, declaration, notice, claim for refund, election, statement or other document or similar filing (including any attachment or amendment thereto) with respect to Taxes, including any information return, or amended return and "Tax Returns " shall be construed accordingly;

has the meaning as set out in Sub-Clause 12.17;

“Tax Warranties”

means the Warranties set out in paragraphs 21.1 to 21.7

of Schedule 1 (Seller’s Warranties), and "Tax Warranty"

shall be construed accordingly;

has the meaning as set out in sub-clause 11.17;

has the meaning as set out in sub-clause 11.7;

means this Agreement and the Ancillary Documents;

means the agreement transferring the Shares (umowa rozporządząjąca) to be executed at Completion in the form attached hereto as Schedule 7;

means the unaudited standalone financial statements for the Target Company prepared in accordance with Polish GAAP for the accounting reference period ended on the Unaudited Accounts Date, comprising the balance sheet, profit and loss account, statement of changes in equity, statement of cash flow and the notes relating to them set out in folders 3.1.1.5, 3.1.1.6 and 3.1.1.7 of the Data Room ;

means 31 December 2020;

means each of the warranties set out in Schedule 1 (Seller’s Warranties) given by the Seller and the warranties set out in Schedule 2 (Purchaser’s Warranties) given by the Purchaser and "Warranty" shall be construed accordingly;

means the Principal Network and the:

(a)    associated passive network infrastructure such as shelters, containers, lock boxes, cable distribution frames, cabinets, power meters; and

(b)    associated machinery and equipment (such as power generators and air conditioning units);

in each case:

(1)    to the extent located in Poland;

(2)    to the extent used by the Target Company in respect of its business of providing electronic communication services (for the avoidance of doubt including telecommunication services), in each case whether owned by any member of that Target Group or leased from (or otherwise made available by) a third party; and

(3)    excluding hardware and software used for provisioning, inventory management of the Network or the monitoring or management of Network performance (including second line monitoring such as network operations centres);

has the meaning as set out in Part D of Schedule 4 (Post-Completion financial adjustments); and