Additional Facility Joinder Agreement dated February 7, 2018 and entered into between, among others, Sable International Finance Limited, Coral-US Co-Borrower LLC and The Bank of Nova Scotia

    

“Additional Term B-4 Facility Availability Period” means, in relation to the Additional Term B-4 Facility, the period from and including the Additional Term B-4 Facility Effective Date through to (and including) the date that is forty-five (45) Business Days following the Additional Term B-4 Facility Effective Date or such other date agreed between the Original Co-Borrower and the Additional Term B-4 Facility Lenders.

“Additional Term B-4 Facility” means the $1,875,000,000 term loan facility made available under this Joinder Agreement, as the same may be increased under paragraph 22 below.

“Additional Term B-4 Facility Effective Date” means the date on which the Administrative Agent provides the notice specified in paragraph 3 below.

“Additional Term B-4 Facility Fee Letter” means the fee letter dated as of January 31, 2018, among the Mandated Lead Arrangers (as defined therein) and the Underwriters (as defined therein) and acknowledged and agreed by Sable Holding Limited.

“Additional Term B-4 Facility Funding Date” means each date on which an Additional Term B-4 Loan is advanced.

“Additional Term B-4 Loan” means each Loan made by the Additional Term B-4 Facility Lenders under the Additional Term B-4 Facility on the relevant Additional Term B-4 Facility Funding Date.

“Additional Term B-4 Repricing Transaction” means: (a) any prepayment, repayment, refinancing, substitution or replacement of all or a portion of any Additional Term B-4 Loan with the proceeds of, or any conversion of that Additional Term B-4 Loan into, any new or replacement tranche of secured long-term term loans the primary purpose of which is to reduce the All-In Yield applicable to such Additional Term B-4 Loan; or (b) any amendment, amendment and restatement or other modification to this Joinder Agreement, the primary purpose of which is to reduce the All-In Yield applicable to any Additional Term B-4 Loan; provided that any refinancing or repricing of any Additional Term B-4 Loan shall not constitute an Additional Term B-4 Repricing Transaction if such refinancing is in connection with a transaction that would result in a Change of Control.

“Credit Agreement” means the credit agreement originally dated as of May 16, 2016, as amended and restated on May 26, 2017, and as may be further amended, restated, extended, supplemented or otherwise modified in writing from time to time, between, among others, Sable International Finance

Limited, an exempted company incorporated under the laws of the Cayman Islands, and Coral-US Co-Borrower LLC, a limited liability company organized under the laws of Delaware, as Initial Borrowers, the other Borrowers and Guarantors party thereto from time to time, The Bank of Nova Scotia as Administrative Agent, each Lender from time to time party thereto, The Bank of Nova Scotia as L/C Issuer and Swing Line Lender, and FirstCaribbean International Bank (Bahamas) Limited, BNP Paribas Fortis SA/NV and Royal Bank of Canada as Alternative L/C Issuers.

“Liberty Global Reference Agreement” means any or all of (i) the credit agreement dated 1 August 2007 between, among others, Telenet NV as company and The Bank of Nova Scotia as facility agent; (ii) the credit agreement dated 24 July 2014 between (among others) Unitymedia Hessen GmbH & Co. KG as borrower and The Bank of Nova Scotia as facility agent; (iii) the credit agreement dated 27 January 2014 between (among others) Ziggo B.V. as borrower and The Bank of Nova Scotia as facility agent; (iv) the credit agreement dated 28 September 2006 between (among others) All3Media Finance Limited as borrower and The Royal Bank of Scotland plc as facility agent; (v) the credit agreement dated 5 March 2015 between (among others) Ziggo Secured Finance B.V. as SPV borrower and The Bank of Nova Scotia as facility agent; (vi) the indenture dated 23 December 2015 in respect of the €420,000,000 4.625% senior secured notes due 2026 issued by Unitymedia Hessen GMBH & Co KG and Unitymedia NRW GmbH; (vii) the credit agreement dated 7 June 2013 between, among others, Virgin Media Investment Holdings Limited and The Bank of Nova Scotia as facility agent; (viii) the Credit Agreement dated 6 October 2016 in respect of the advance of certain proceeds of the £350,000,000 5.5% receivables financing notes due 2024 issued by Virgin Media Receivables Financing Notes I Designated Activity Company; (ix) the indenture dated 23 September 2016 in respect of the $2,000,000,000 5.5% senior secured notes due 2027 and the €775,000,000 4.25% senior secured notes due 2027 issued by Ziggo Secured Finance B.V.; (x) the indenture dated 1 February 2017 in respect of the £675,000,000 5% senior secured notes due 2027 issued by Virgin Media Secured Finance PLC; (xi) the indenture dated 21 June 2017 in respect of the €635,000,000 3⅞% senior notes due 2029 issued by UPC Holding B.V.; (xii) the credit agreement dated 16 December 2016 between (among others) UPC Broadband Holding B.V. as borrower and The Bank of Nova Scotia as facility agent, (xiii) the indenture dated 16 August 2017 in respect of the $700,000,000 6.875% senior notes due in 2027 issued by C&W Senior Financing Designated Activity Company and (xiv) the indenture dated 18 October 2017 in respect of the $550,000,000 million 5.500% senior notes due 2028 issued by UPC Holding B.V., in each case, as amended from time to time up to the date of this Joinder Agreement.

2    “Parties” means the Original Co-Borrower, the Guarantors, the Administrative Agent, the Security Trustee and the Additional Term B-4 Facility Lenders.

All other terms not defined above, which are defined in the Credit Agreement, shall have the same meaning in this Joinder Agreement, unless specified otherwise.

and this Joinder Agreement shall constitute the irrevocable and unconditional written consent of each Additional Term B-4 Facility Lender (in the capacity of a Lender, and if it is a Hedge Bank, in the capacity of a Hedge Bank) and the agreement of each Additional Term B-4 Facility Lender to procure, unless it is prohibited from doing so, that each of its Affiliates and related funds that is a Lender under the Revolving Credit Commitments or an Additional Revolving Facility or a Hedge Bank provides irrevocable and unconditional written consent in that capacity in respect of such amendments, waivers, consent or other modifications to the Loan Documents for the purposes of Section 10.01 (Amendments, Etc.) of the Credit Agreement, Clause 28 (Amendments) of the Existing Intercreditor Agreement or Clause 28 (Consents, Amendments and Override) of the New Intercreditor Agreement (as applicable), and any clause in any other Loan Document relating to amendments of that Loan Document, without any further action required on the part of any party thereto.

that other consenting Lenders under the Credit Agreement or Hedge Banks under the applicable Intercreditor Agreement may be paid a fee in consideration of such Lenders’ or Hedge Banks’ consent to any or all of the foregoing amendments, waivers, consents or other modifications.

Credit Agreement and has not relied on any information provided to it by a Lender, the Administrative Agent or the Security Trustee in connection with any Loan Document; and

For the purposes of this paragraph 31:

“Bail-In Action” means the exercise of any Write-down and Conversion Powers.

“Bail-In Legislation” means:

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“EU Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers.

“Write-down and Conversion Powers” means:

By: /s/ Authorized Signatory

Name: Authorized Signatory

Title:

By: /s/ Authorized Signatory

Name: Authorized Signatory

Title:

By: /s/ Authorized Signatory

Name: Authorized Signatory

Title:

By: /s/ Authorized Signatory

Name: Authorized Signatory

Title:

Notary Public

By: /s/ Authorized Signatory

Name: Authorized Signatory

Title:

By: /s/ Authorized Signatory

Name: Authorized Signatory

Title:

By: /s/ Authorized Signatory

Name: Authorized Signatory

Title:

By: /s/ Authorized Signatory

Name: Authorized Signatory

Title:

By: /s/ Authorized Signatory

Name: Authorized Signatory

Title:

Notary Public

By: /s/ Authorized Signatory

Name: Authorized Signatory

Title:

By: /s/ Authorized Signatory

Name: Authorized Signatory

Title:

The Bank of Nova Scotia

All references to Annexes, Sections, Clauses, Paragraphs, Schedules and definitions contained in this Schedule 5 are to Annexes, Sections, Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalized terms used in this Schedule but not defined herein shall have the meanings given to such terms in the Credit Agreement.

“calculated as of the most recently ended Test Period on a pro forma basis after giving effect to the incurrence of such Additional Facility, including the application of proceeds thereof and, if applicable, any permitted acquisition or Permitted Investment,”

““Affiliated Lender” means a Lender that is Liberty Latin America or an Affiliate thereof (other than (i) the Company, any Permitted Affiliate Parent, any Subsidiary of the Company, any Subsidiary of any Permitted Affiliate Parent, or any Affiliate Subsidiary, or (ii) any trust, fund, partnership, person or other entity that issues any notes, bonds or other securities for the purpose of on-lending the proceeds of such issuance under a Facility to a Borrower under this Agreement).”

“For the avoidance of doubt, the foregoing definition shall not require, and the Loan Documents shall not contain any requirements as to, the creation, perfection or maintenance of pledges of, or security interests in, or taking other actions under the Collateral Documents with respect to, any Excluded Assets.”

“(i) the ICE Benchmark Administration LIBOR rate, or if the ICE Benchmark Administration is no longer making a LIBOR rate available, such other rate per annum as is widely recognized as the successor thereto in the prevailing market for syndicated loan financings of a similar size to, and in the same currencies as, the Facilities (or if no such widely recognized, prevailing comparable successor market exists at such time, an alternative index rate as the Administrative Agent may determine (acting in its sole discretion and, for the avoidance of doubt, without any requirement to consult with or seek any consent or instruction from the Lenders or any other Finance Party) with the consent of the Borrower (in each case acting reasonably)) (“LIBOR”), as published by Bloomberg (or such other commercially available source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, on the Quotation Day, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, or”

“on the Quotation Day”,

“as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter (or less than one month with respect to Revolving Credit Loans) or such other period, as selected by the relevant Borrower in its Committed Loan Notice and agreed by the Administrative Agent (without requiring any further consent or instructions from the Lenders); provided that, any Interest Period that would otherwise end during the month preceding or extend beyond a scheduled repayment date relating to the relevant Term Loan shall be of such duration that it shall end on that repayment date if necessary to ensure that there are Term Loans under the relevant Facility with Interest Periods ending on the relevant repayment date in a sufficient aggregate amount to make the repayment due on that repayment date; provided further that”

““Liberty Latin America” means Liberty Latin America Ltd., and any and all successors thereto.”

““New Intermediate Holdco” means, following the Group Refinancing Effective Date, to the extent that (1) the Transferred Entities (as defined in the definition of Group Refinancing Transactions) have been contributed or otherwise transferred to the New Senior Debt Obligor or (2) Cable & Wireless Limited or C&W Communications has been designated the New Senior Debt Obligor, the direct Subsidiary of such New Senior Debt Obligor, and in each case, any and all successors thereto; provided that, where the Transferred Entities have been contributed or otherwise transferred to a direct or indirect Subsidiary of the New Senior Debt Obligor, the direct Holding Company of Sable Holding, and in each case, any and all successors thereto; provided further that, the New Intermediate Holdco shall be an entity organized under the laws of an Approved Key Jurisdiction.”

““Quotation Day” means, in relation to any period for which interest is to be determined two Business Days before the first day of that period, or one Business Day in respect of the interest period relating to the first Credit Extension under this Agreement, unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Administrative Agent in accordance with 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 Day will be the last of those days).”

““Relevant Interbank Market” means the London interbank market or such other interbank market as may be applicable to any Facility to be drawn in an Available Currency.”

““Restricted Group” means the Company, any Permitted Affiliate Parent and any Subsidiary of the Company or of a Permitted Affiliate Parent (including any Borrower), together with any Affiliate Subsidiaries from time to time, but in each case excluding any Unrestricted Subsidiary; provided that, for the avoidance of doubt, the New Senior Debt Obligor shall not be a member of the Restricted Group.”

“Section 1.11    Permitted Affiliate Parent; Affiliate Subsidiary

(x) in the case of a Permitted Affiliate Parent, such representations shall be given by, or such covenant or other obligation shall be construed as applying to such Permitted Affiliate Parent, and (y) in the case of an Affiliate Subsidiary, such representations shall be deemed to be given by, or such covenant or other obligation shall be construed as applying to such Affiliate Subsidiary.

“Following the refinancing of the Existing Senior Notes and the occurrence of the Group Refinancing Effective Date:”

“(D)    relates to the implementation of any alternative basis for the calculation of interest that is binding on all Parties in accordance with this Agreement; or”

“(E)    relates to the increase in the principal amount of a Commitment of a Lender in relation to any Facility and such increased Commitment has been requested by the Company to fund any original issue discount required to be paid to that Lender in relation to that Facility under any Fee Letter.”

“Notwithstanding anything to the contrary in the Loan Documents, a Finance Party may waive, relinquish or otherwise irrevocably give up all or any of its rights under any Loan Document with the consent of any Loan Party.”

“[Reserved].”    

“, such Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary”.

“on a Consolidated basis as of such date and the Reserved Indebtedness Amount (to the extent applicable) as of such date”.

“on a Consolidated basis as of such date and the Reserved Indebtedness Amount (to the extent applicable) as of such date”.

““C&W Parent” means C&W Communications; provided, however, that (1) upon consummation of the Group Refinancing Transactions, “C&W Parent” will mean Cable & Wireless Limited (provided that, if Cable & Wireless Limited or C&W Communications was designated as the New Senior Debt Obligor, “C&W Parent” will mean the direct Holding Company of Cable & Wireless Limited or C&W Communications, as applicable), (2) following the Permitted Affiliate Group Designation Date, “C&W Parent” will mean the Common Holding Company and its successors, (3) upon consummation of the Post- Closing Reorganization, “C&W Parent” will mean New Holdco and its successors, and (4) upon consummation of a Spin-Off in which C&W Communications or (if C&W Communications was designated as the New Senior Debt Obligor) the direct Holding Company of C&W Communications, as applicable, is no longer a Parent of the Company and any Permitted Affiliate Parent, “C&W Parent” will mean a Parent of the Company (or if a Permitted Affiliate Designation Date has occurred, the Common Holding Company) designated by the Company and any successor of such Parent or Common Holding Company, as applicable.”

““CWC Group Assumption” means the assumption by the Fold-In Senior Issuer of all the obligations of the Existing SPV Issuer or other SPV Issuers of the New Senior Notes (including, without limitation, the Existing SPV Notes) and the indentures governing such New Senior Notes, which may be implemented at the sole option and sole discretion of the Original Borrower or the New Senior Debt Obligor, as applicable.”

““Existing SPV Covenant Agreement” means the covenant agreement dated as of August 16, 2017, between, among others, the Existing SPV Issuer, the Loan Parties and The Bank of New York Mellon, London Branch as trustee, as may be amended, restated, supplemented or otherwise modified from time to time.”

““Existing SPV Indenture” means the indenture dated as of August 16, 2017, pursuant to which the Existing SPV Issuer issued 6.875% Senior Notes due 2027 (the “Existing SPV Notes”), as may be amended, restated, supplemented or otherwise modified from time to time.”

““Existing SPV Issuer” means, prior to the completion of the CWC Group Assumption (if it takes place) C&W Senior Financing Designated Activity Company, and any and all successors thereto.”

““Existing SPV Proceeds Loan” means the facilities granted by the Existing SPV Issuer under the Existing SPV Proceeds Loan Agreement to the borrower thereunder.”

““Existing SPV Proceeds Loan Agreement” means the Proceeds Loan Agreement dated as of August 16, 2017 between, among others, the Existing SPV Issuer as lender and the Original Borrower as initial proceeds loan borrower, as may be amended, restated, supplemented, or otherwise modified from time to time.”

““Fold-In Senior Issuer” means (i) following the CWC Group Assumption, if the SPV Proceeds Loan Borrower Change does not take place, the Original Borrower and (ii) following the CWC Group Assumption, if the SPV Proceeds Loan Borrower Change takes place, the New Senior Debt Obligor, as applicable.

““Group Refinancing Transactions” means a series of transactions that the Company may, in its sole discretion, effect in respect of the CWC Group, including:

At the Company’s sole discretion, in addition or as an alternative to the transactions contemplated by (2) above, the Company may elect to refinance all or part of the Existing Senior Notes with proceeds of other Indebtedness (including, without limitation, senior secured Indebtedness) incurred by one or more entities in compliance with the applicable covenants and exceptions in this Agreement, the Existing SPV Indenture and the Existing SPV Covenant Agreement.”

“; and (iii) any Restricted Payment.”

““New Intermediate Holdco” has the meaning assigned to such term in Section 1.01 of this Agreement.”

““New Senior Debt Obligor” means the CWC Group entity designated by the Company as the primary issuer or borrower under the New Senior Notes and/or New Senior Notes Proceeds Loan (as defined in the definition of Group Refinancing Transactions) pursuant to the Group Refinancing Transactions.”

““New Senior Notes” means, collectively any senior notes (including, without limitation, the Existing SPV Notes) issued by, at the Company’s sole discretion, the Original Borrower and/or any SPV Issuer (and in each case, subsequently assumed or otherwise acquired by the New Senior Debt Obligor) or the New Senior Debt Obligor, as applicable, in connection with the Group Refinancing Transactions.”

““Reserved Indebtedness Amount” has the meaning has the meaning given to that term in Section 4.09.”

““SPV Proceeds Loan Borrower Change” means the assumption by the New Senior Debt Obligor of all obligations of the Original Borrower under the Existing SPV Proceeds Loan, the Existing SPV Proceeds Loan Agreement, the Existing SPV Covenant Agreement and any New Senior Notes Proceeds Loans, which may be implemented at the sole option and sole discretion of the Company.”

“(1) Liberty Latin America and any and all successors thereto or”.

“(7)    in the event that the Company, a Permitted Affiliate Parent or a Restricted Subsidiary enters into or increases commitments under a revolving credit facility, enters into any commitment to Incur or issue Indebtedness or commits to Incur any Lien pursuant to clause (29) of the definition of “Permitted Liens”, the Incurrence or issuance thereof for all purposes under this Section 4.09, including without limitation for purposes of calculating the Consolidated Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio or usage of clauses (1) through (25) under Section 4.09(b) (if any) for borrowings and re-borrowings thereunder (and including issuance and creation of letters of credit and bankers’ acceptances thereunder) will, at the Company’s option, (except as otherwise provided in the definition of “Additional Facility Available Amount” in Section 1.01 of this Agreement) either (a) be determined on the date of such revolving credit facility or such entry into or increase in commitments (assuming that the full amount thereof has been borrowed as of such date) or other Indebtedness, and, if such Consolidated Net Leverage Ratio test, such Consolidated Senior Secured Net Leverage Ratio test or other provision of this Section 4.09 is satisfied with respect thereto at such time, any borrowing or re-borrowing thereunder (and the issuance and creation of letters of credit and bankers’ acceptances thereunder) will be permitted under this covenant irrespective of the Consolidated Net Leverage Ratio, the Consolidated Senior Secured Leverage Ratio test or other provision of this this Section 4.09 at the time of any borrowing or re-borrowing (or issuance or creation of letters of credit or bankers’ acceptances thereunder) (the committed amount permitted to be borrowed or re-borrowed (and the issuance and creation of letters of credit and bankers’ acceptances) on a date pursuant to the operation of this sub-clause (a) shall be the “Reserved Indebtedness Amount” as of such date for purposes of the Consolidated Net Leverage Ratio and the Consolidated Senior Secured Net Leverage Ratio and, to the extent of the usage of clauses (1) through (25) under Section 4.09(b) (if any), shall be deemed to be Incurred and outstanding under such clauses) or (b) be determined on the date such amount is borrowed pursuant to any such facility or increased commitment, and in the case of sub-clause (a) of this Section 4.09(d)(7), the Company may revoke any such determination at any time and from time to time.”

“(i) the transfer of shares of Sable Holding Limited from Cable & Wireless Limited pursuant to the Group Refinancing Transactions, and the related re-taking or reaffirmation of the relevant Collateral Documents by New Intermediate Holdco or the New Senior Debt Obligor, as applicable (including by way of a re-affirmation of the Sable Holding Share Security Documents or by way of entry into additional Collateral Documents),”;

“(ii) other than pursuant to subclause (7)(i) above, the release of the Liens on any properties or assets constituting Collateral owned by Cable & Wireless Limited (to the extent it does not become the New Intermediate Holdco),”