Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Unitymedia Hessen GmbH & Co. KG (the “
Company
”) as original borrower, the Company and the other guarantors named therein as guarantors (the “
SSRCF Guarantors
”), The Bank of Nova Scotia as facility agent (the “
SSRCF Facility Agent
”) and Credit Suisse AG, London Branch as security trustee (the “
SSRCF Security Trustee
”), among others, are parties to a Super Senior Facilities Agreement, originally dated July 25, 2014 and as amended and restated from time to time (the “
Super Senior Facilities Agreement
”).
The Company and the other borrowers named therein as borrowers (the “
SFA Borrowers
”), the Company and the other guarantors named therein as guarantors (the “
SFA Guarantors
” and together with the SSRCF Guarantors, the “
Guarantors
”), The Bank of Nova Scotia as facility agent (the “
SFA Facility Agent
”) and Credit Suisse AG, London Branch as security trustee (the “
SFA Security Trustee
”), among others, are parties to a Senior Facilities Agreement, originally dated July 25, 2014 and as amended and/or restated from time to time (the “
Senior Facilities Agreement
”).
The Company, the other SFA Borrowers and each of the other Guarantors is an indirect wholly-owned subsidiary of Liberty Global plc.
On March 7, 2018, the Company, the SSRCF Guarantors, the SSRCF Facility Agent and the SSRCF Security Trustee entered into an amendment and restatement agreement (the “
SSRCF Amendment and Restatement Agreement
”) to amend and restate the Super Senior Facilities Agreement (the Super Senior Facilities Agreement, as amended and restated by the SSRCF Amendment and Restatement Agreement, the “
Amended Super Senior Facilities Agreement
”).
On March 7, 2018, the Company, the other SFA Borrower, the SFA Guarantors, the SFA Facility Agent and the SFA Security Trustee entered into an amendment and restatement agreement (the “
SFA Amendment and Restatement Agreement
”) to amend and restate the Senior Facilities Agreement (the Senior Facilities Agreement, as amended and restated by the SFA Amendment and Restatement Agreement, the “
Amended Senior Facilities Agreement
”).
On March 7, 2018, (i) the SSRCF Amendment and Restatement Agreement amended and restated in full the Super Senior Facilities Agreement and (ii) the SFA Amendment and Restatement Agreement amended and restated in full the Senior Facilities Agreement. All loans and commitments outstanding under each of the Super Senior Facilities Agreement and the Senior Facilities Agreement continue to be outstanding under each of the Amended Super Senior Facilities Agreement and the Amended Senior Facilities Agreement (as applicable).
The SSRCF Amendment and Restatement Agreement and the Amended Super Senior Facilities Agreement are attached hereto as Exhibit 4.1 and are incorporated herein by reference. The SFA Amendment and Restatement Agreement and the Amended Senior Facilities Agreement are attached hereto as Exhibit 4.2 and are incorporated herein by reference.
The foregoing description of the Amended Super Senior Facilities Agreement and the Amended Senior Facilities Agreement is not complete and is subject to and qualified in its entirety by reference to the full text thereof set forth in Exhibit 4.1 and Exhibit 4.2 (as appropriate).