**Exhibit 4.18**

 
|        | CIBC World Markets plc  Cottons Centre  Cottons Lane  London SE1 2QL  United Kingdom |
|--------|--------------------------------------------------------------------------------------|
|   |                                                                                 |
|   | Tel. +44(0)20 7234 6000                                                              |
|   | Fax. +44(0)20 7407 4127                                                              |

 

31st October, 2003

 

To:          Tele2Sverige AB

Skeppsbron 18

PO Box 2094, SE-103 13

Stockholm, Sweden

 

Dear Sirs

 

**EUR 1,070,000,000 facility agreement forTele2 Sverige AB (the “Company”) dated 22nd August, 2001, madebetween (among others) the Company and CIBC World Markets plc (as amended andrestated on 28th November, 2001, as further amended 20thDecember, 2002 and as further amended on 3rd March, 2003) (the “FacilityAgreement”)**

 

Terms defined in the Facility Agreement, unless otherwise defined inthis letter, have the same meaning in this letter.

 

2.             We refer to your request to amend certainterms of the Facility Agreement and the Reorganisation Plan (as attached tothis letter as Appendix A) as set out in a letter from you to us dated 10thOctober, 2003.

 

3.             Youhave requested that the Reorganisation Plan be amended as follows:

 

(a)           the existing step 9 of the ReorganisationPlan provides that Tele2 Holding AB will contribute its shares in SECLuxembourg SA to Tele2 Sverige AB in exchange for newly issued shares in Tele2Sverige AB. It is requested that this transaction be amended such that Tele2Holding AB will instead contribute its shares in SEC Luxembourg SA to Tele2Sverige AB by way of an unconditional shareholders’ contribution for noconsideration; and

 

(b)           the Reorganisation Plan shall include twonew reorganization steps as set out in the “UK Group Restructuring Paper” dated23rd September, 2003 attached to this letter as Appendix B. The new steps areas follows:

 

(i)            the shares in Bethany Group Ltd currentlyheld by Tele2 Sverige AB will be contributed to a wholly owned subsidiary ofTele2 Sverige AB incorporated in England and Wales which is a member of theBorrower Group (“New UK Co”) in exchange for newly issued shares in New UK Co;and

 

(ii)           Alpha Prepaid Ltd will sell its business toCalling Card Company Ltd the consideration for which will correspond to thefair market value of the transferred business.

 

*CIBC World Markets plc. Registered in Englandand Wales No 2733036*

*Registered Office: Cottons Centre, CottonsLane, London SE1 2QL*

*Regulated by FSA.*

 

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Pursuant to Clause 18.26(a) of the Facility Agreement the steps set outin the Reorganisation Plan may only be amended with the prior written approvalof the Majority Lenders.

 

4.             The “**EffectiveDate**” for the purposes of this letter will be the date on which theAgent has received the counterpart of this letter duly signed by you.

 

5.             TheMajority Lenders hereby agree that, with effect from the Effective Date:

 

(a)           the amendments to the Reorganisation Plan asdescribed in paragraph 3 above are approved (and, for the avoidance of doubtClause 18.26 (Borrower Group Reorganisation) of the Facility Agreement willapply to the steps referred to in paragraph 3(b) above);

 

(b)           Clause 8.3 (Mandatory Prepayment from ExcessCash Flow) will be amended to include the following new paragraph (b):

 

If

 

(i)            in respect of the financial year ending31st December, 2003, the Borrower is not required to make a prepayment underparagraph (a) above;

 

(ii)           any members of the Borrower Group make cashdistributions in accordance with Clause 18.15(b) utilising the Excess Cash Flowfor the financial year ending 31st December, 2003 (**Relevant Distributions**); and

 

(iii)          the aggregate amount of the RelevantDistributions exceeds ([ILLEGIBLE] would by reason of any proposed RelevantDistributions exceed) 50 per cent. of the Excess Cash Flow for the financialyear ending 31st December, 2003 (the amount of such excess being an **Excess Distribution**)**.**

 

the Borrower shall prepay an amount of the outstanding Loans equals to50 per cent. of each Excess Distribution within five Business Days after eachdistribution which is (in whole or in part) an Excess Distribution.”

 

(c)           Clause 18.15(b)(iii) (Distributions) shallbe removed and replaced as follows:

 

“(iii)        the distribution, when aggregated with allother distributions made since the delivery to the Agent of the most recentrelevant accounts, does not exceed 100 per cent. of Excess Cash Flow for thefinancial year to which the relevant accounts relate, less:

 

(A)          any percentage of such Excess Cash Flowrequired to be applied in prepayment under Clause 8.3 (Mandatory Prepaymentfrom Excess Cash Flow); and

 

any amount of such Excess Cash Flow used as contemplated by paragraph(a) or (b) of the definition of Permitted Acquisition and investment or ascontemplated by Clause 18.13(c)(i) or (ii) (Reconstructions, acquisitions,mergers and reorganizations); and”.

 

(d)           Paragraph (b) of Clause 8.3 (MandatoryPrepayment from Excess Cash Flow) shall be re-designated as paragraph (c) andparagraph (e) shall be re-designated as paragraph (d).

 

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(e)           the table in Clause 19.7 (Minimum CumulativeEBITDA for Tele2 Russia Group) shall be removed and replaced as follows:

 

| **“(1)Date**    |   | **(2)  Tele2 Russia Cumulative  EBITDA** |
|----------------------|--------|------------------------------------------|
| 31st March, 2003     |   | minus 8,500,000                          |
| 30th June, 2003      |   | minus 8,500,000                          |
| 30th September, 2003 |   | minus 8,500,000                          |
| 31st December, 2003  |   | minus 15,000,000                         |
| 31st March, 2004     |   | minus 15,000,000                         |
| 30th June, 2004      |   | minus 8,500,000                          |
| 30th September, 2004 |   | minus 8,500,000                          |
| 31st December, 2004  |   | minus 8,500,000                          |
| 31st March, 2005     |   | Zero                                     |
| 30th June, 2005      |   | 9,400,000                                |
| 30th September, 2005 |   | 17,500,000                               |
| 31st December, 2005  |   | 28,200,000                               |
| 30th March, 2006     |   | 40,600,000”                         |

 

6.             You hereby acknowledge that except asexpressly provided herein, nothing contained in this letter shall be construedas a waiver, variation or amendment of the provisions of the Finance Documentand the Finance Parties fully reserve all of their rights and remedies underthe Finance Documents.  Save to theextent specifically provided in this letter, the Finance Documents remain infull force and effect.

 

7.             This letter is a Finance Document and isgoverned by English law.

 

8.             This letter may be signed in any number ofcounterparts, and this has the same effect as if the signatures on thecounterparts were on a single copy of this letter.

 

9.             The Agent enters into this letter onbehalf of (and on the instructions of) the Majority Lenders in accordance withClause 27.2 (Amendments and Waivers) of the Facility Agreement.

 

Please indicate your acceptance of the terms of this letter by signingand returning to us the enclosed copy of it.

 
| Yours faithfully,                |   |
|----------------------------------|--------|
|                             |   |
|                             |   |
| /s/ [ILLEGIBLE]                  |   |
| CIBC World Markets plc  as Agent |   |

 

 
| Accepted and agreed this 31st day of October, 2003 |
|----------------------------------------------------|
|                                               |   |
|                                               |   |
| /s/ [ILLEGIBLE]                                    |   |
| Tele2 Sverige AB  as Obligors’ Agent          |   |

 

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