**Exhibit 4.17**

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**CONFORMED COPY**

 

 

**AMENDMENT AND RESTATEMENT AGREEMENT**

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**DATED 10TH OCTOBER, 2005**

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**BETWEEN**

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**TELE2 SVERIGE AB**

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**AND**

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**WESTLB AG, LONDON BRANCH**

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**as Facility Agent**

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**relating to a **CreditAgreement****

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**dated 23rd November, 2004**

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**CONTENTS**
|               | ** ** | ** **                     | ** ** | **Page**   |
|---------------|------------|--------------------------------|------------|------------|
| **Clause**    | ** ** | ** **                     | ** ** | ** ** |
| ** **    | ** ** | ** **                     | ** ** | ** ** |
| 1.            |       | Interpretation                 |       | 1          |
| 2.            |       | Amendments                     |       | 1          |
| 3.            |       | Commitments                    |       | 2          |
| 4.            |       | Representations                |       | 2          |
| 5.            |       | Consents                       |       | 3          |
| 6.            |       | Miscellaneous                  |       | 4          |
| 7.            |       | Governing law                  |       | 4          |
|          |       |                           |       |       |
| **Schedules** |       |                           |       |       |
| ** **    |       |                           |       |       |
| 1.            |       | Lenders                        |       | 5          |
| 2.            |       | Conditions precedent documents |       | 6          |
| 3.            |       | Restated Credit Agreement      |       | 7          |
|          |       |                           |       |       |
| Signatories   |       | 8                              |

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**THIS AGREEMENT** is dated 10thOctober, 2005

**BETWEEN**:

(1)                                  **TELE2 SVERIGE AB** (a companyincorporated under the laws of Sweden) of P.O. Box 62, S-16494, Kista,Sweden (corporate identity number 556267-5164) (the **Company**);

(2)                                  **TELE2 AB (publ)**(a companyincorporated under the laws of Sweden) of P.O. Box 62094, S-10313,Stockholm, Sweden (corporate identity number 556410-8917) as the Parentand as guarantor (together with the Company, the **Obligors**);

(3)                                  **EACH OF THE LENDERS** setout in Part 1 of Schedule 1 (the **Existing****Lenders**);

(4)                                  **EACH OF THE PERSONS** set out in Part 2 of Schedule 1 (the **New Lenders**and together with the Existing Lenders,****the **Lenders**); and

(5)                                  **WESTLB AG, LONDON BRANCH** asagent (in this capacity the **Facility Agent**).

**BACKGROUND**

(A)                              This Agreement is supplemental to and amends a credit agreement dated23rd November, 2004 between, among others, the Obligors and the Facility Agent(the **Credit Agreement**).

(B)                                The parties to this Agreement have agreed to amend and restate theCredit Agreement on the terms and in the manner set out below.

**IT IS AGREED** as follows:

**1.**                                      INTERPRETATION

**1.1**                               Definitions

(a)                                  In this Agreement:

**EffectiveDate** means the date on which the Facility Agentgives the notice referred to in Clause 2(b) (Amendments).

**RestatedCredit Agreement** means the amended andrestated form of the Credit Agreement set out in Schedule 3 (Restated CreditAgreement)

(b)                                 Capitalised terms defined in the Credit Agreement have, unless expresslydefined in this Agreement, the same meaning in this Agreement.

**1.2**                               Construction

Theprinciples of construction set out in Clause 1.2 (Construction) of  the Credit Agreement will have effect as ifset out in this Agreement.

**2.**                                      AMENDMENTS

(a)                                  Subject as set out below, the Credit Agreement will be amended from theEffective Date so that it reads as if it were restated in the form set out inSchedule 3 (Restated Credit Agreement).

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(b)                                 The Credit Agreement will not be amended by this Agreement unless theFacility Agent notifies the Company and the Lender that it has received all ofthe documents set out in Schedule 2 (Conditions precedent documents) in formand substance satisfactory to the Facility Agent. The Facility Agent must givethis notification as soon as reasonably practicable.

(c)                                  If:

(i)                                     the Facility Agent fails to give the notification under paragraph (b) aboveby close of business on 31st December, 2005 (or such later date as the FacilityAgent agrees in writing); or

(ii)                                  any notice is given under Clause 22.13 (Acceleration) of the CreditAgreement on or before the Effective Date,

theCredit Agreement will not be amended in the manner contemplated by thisAgreement.

**3.**                                      COMMITMENTS

(a)                                  Subject to paragraphs (c) and (d) below, each Lender agreesthat at and from the Effective Date, its Commitment shall be as set out inSchedule 1 of the Restated Credit Agreement.

(b)                                 Subject to paragraphs (c) and (d) below, with effect from theEffective Date, the New Lenders accede to the Credit Agreement as Lenders withthe Commitments set out in Schedule 1 of the Restated Credit Agreement.

(c)                                  The Commitments of the Lenders on the Effective Date as set out inSchedule 1 of the Restated Credit Agreement will be adjusted to the extentrequired to reflect:

(i)                                     any cancellation of Commitments occurring on or after the date of thisAgreement up to and including the Effective Date; and

(ii)                                  any transfer or assignment of any Lender’s rights or obligations underthe Credit Agreement which occurs on or after the date of this Agreement up toand including the Effective Date.

(d)                                 The Facility A Increase (as defined in the Restated Credit Agreement)will not occur if the Facility A Final Maturity Date occurs on or before theEffective Date.

**4.**                                      REPRESENTATIONS

**4.1**                               Representations

Therepresentations set out in this Clause are made by each Obligor on the date ofthis Agreement to each Finance Party.

**4.2**                               Powers and authority

Ithas the power to enter into and perform, and has taken all necessary action toauthorise the entry into and performance of this Agreement and the transactionscontemplated by this Agreement.

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**4.3**                               Legal validity

Subjectto any general principles of law limiting its obligations and specificallyreferred to in any legal opinion delivered under Schedule 2 (Conditionsprecedent documents), this Agreement constitutes its legally binding, valid andenforceable obligation.

**4.4**                               Non-conflict

Theentry into and performance by it of, and the transactions contemplated by, thisAgreement do not and will not conflict with:

(a)                                  any law or regulation applicable to it;

(b)                                 its or any of its Subsidiaries’ constitutional documents; or

(c)                                  any document which is binding on it or any of its Subsidiaries or any ofits or its Subsidiaries’ assets.

**4.5**                               Authorisations

Allauthorisations required by it in connection with the entry into, performance,validity and enforceability of, and the transactions contemplated by, thisAgreement have been obtained or effected (as appropriate) and are in full forceand effect.

**4.6**                               Credit Agreement

EachObligor confirms to each Finance Party that on the date of this Agreement andon the Effective Date, the Repeating Representations:

(a)                                  are true; and

(b)                                 would also be true if references to the Credit Agreement are construedas references to the Credit Agreement as amended and restated by thisAgreement.

Ineach case, each Repeating Representation is applied to the circumstances thenexisting and in the case of the confirmation made on the date of thisAgreement, as if the Effective Date had occurred.

**5.**                                       CONSENTS

EachObligor:

(a)                                  agrees to the amendment and restatement of the Credit Agreement ascontemplated by this Agreement; and

(b)                                 with effect from the Effective Date, confirms that any security orguarantee created or given by it under a Finance Document will:

(i)                                     continue in full force and effect; and

(ii)                                  extend to the liabilities and obligations of the Obligors to the FinanceParties under the Finance Documents as amended by this Agreement.

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**6.**                                      MISCELLANEOUS

(a)                                  Each of this Agreement and the Credit Agreement, as amended and restatedby this Agreement , is a Finance Document.

(b)                                 Subject to the terms of this Agreement, the Credit Agreement will remainin full force and effect and, from the Effective Date, the Credit Agreement andthis Agreement will be read and construed as one document.

**7.**                                      GOVERNING LAW

ThisAgreement is governed by English law.

This Agreement has been entered into on the datestated at the beginning of this Agreement.

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**SCHEDULE 1**

**LENDERS**

**PART 1**

**EXISTINGLENDERS**
| ABN AMRO Bank N.V.,  Stockholm branch                            |
|------------------------------------------------------------------|
|                                                             |
| Citibank International plc                                       |
|                                                             |
| Crédit Agricole Stockholm  Branch of Calyon Bank SA, France |
|                                                             |
| DnB NOR Bank ASA                                                 |
|                                                             |
| Nordea Bank AB (publ)                                            |
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| SEB Merchant Banking, Skandinaviska Enskilda Banken  AB (publ)   |
|                                                             |
| Société Générale                             |
|                                                             |
| Svenska Handelsbanken AB (publ)                                  |
|                                                             |
| The Royal Bank of Scotland plc                                   |
|                                                             |
| WestLB AG, London Branch                                         |

**PART 2**

**NEWLENDERS**
| Coöperatieve Centrale Raiffeisen-Boerenleenbank  B.A. |
|------------------------------------------------------------|
|                                                       |
| Danske Bank A/S Denmark, Sweden Branch                     |
|                                                       |
| HSBC Bank plc                                              |
|                                                       |
| ING Bank NV                                                |

 

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**SCHEDULE 2**

**CONDITIONSPRECEDENT DOCUMENTS**

1.                                       A copy of the constitutional documents of each Obligor or, if theFacility Agent already has a copy, a certificate of an authorised signatory ofthe relevant Obligor confirming that the copy in the Facility Agent’spossession is still correct, complete and in full force and effect as at a dateno earlier than the date of this Agreement.

2.                                       A copy of a resolution of the board of directors of each Obligorapproving the terms of, and the transactions contemplated by, this Agreement.

3.                                       A specimen of the signature of each person authorised on behalf of eachObligor to sign this Agreement.

4.                                       A certificate of an authorised signatory of each Obligor certifying thateach copy document specified in this Schedule is correct, complete and in fullforce and effect as at a date no earlier than the date of this Agreement.

5.                                       A pro forma calculation of the ratio of Consolidated Total Net Debt toConsolidated EBITDA (as calculated under Clause 20.3 (Consolidated Total NetDebt to Consolidated EBITDA)), assuming completion of the PermittedAcquisitions referred to in paragraphs (d) and (e) of the definitionthereof in the Restated Credit Agreement.

6.                                       Legal Opinion of Allen & Overy LLP and Setterwalls, English andSwedish legal advisers to the Facility Agent, addressed to the Finance Parties.

7.                                       Evidence that all fees and expenses then due and payable from theCompany in respect of this Agreement have been paid.

8.                                       A copy of any other authorisation or other document, opinion orassurance which the Facility Agent has notified the Company is necessary ordesirable in connection with the entry into and performance of, and thetransactions contemplated by, this Agreement or for the validity andenforceability of any Finance Document.

9.                                       Provision of all information reasonably requiredby any Lender for the purpose of complying with “Know your customer”requirements including but not limited to:

(a)                                  a list of the directors of each Obligor; and

(b)                                 details of the ultimate beneficial ownership structure of shareholdingsin excess of 5% held in each Obligor.

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**SCHEDULE 3**

**RESTATEDCREDIT AGREEMENT**

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**SIGNATORIES**

**Company**

TELE2 SVERIGE AB

By:          HåkanZadler                        Lars-Johan Jarnheimer

 

**Obligor**

TELE2 AB (publ)

By:          HåkanZadler                        Lars-Johan Jarnheimer

 

**Existing Lenders**

ABNAMRO BANK N.V., STOCKHOLM BRANCH

By:          Lena Bertilsson                    ChristinaLundberg

 

CITIBANKINTERNATIONAL PLC

By:          Clas Ronnlov

 

CRÉDIT AGRICOLE STOCKHOLM BRANCH OF CALYON BANK SA,FRANCE

By:          Niklas Hytting                      Gunilla Russo

 

DnBNOR Bank ASA

By:          Leif Teksum

 

NORDEABANK AB (publ)

By:          Erik af Winklerfelt

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SEBMERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN AB (publ)

By:          Anders Högberg                  Olof Kajerdt

 

SOCIÉTÉGÉNÉRALE

By:          K.D. Harber

 

SVENSKAHANDELSBANKEN AB (PUBL)

By:          Mikael Waxin

 

THEROYAL BANK OF SCOTLAND PLC

By:          IsabelleCoudray

 

WESTLBAG, LONDON BRANCH

By:          Adam Johnson                     Tim Sai Louie

 

**New Lenders**

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.

By:          Ceesde Vries                        Ed Smith

 

DANSKE BANK A/S DENMARK, SWEDEN BRANCH

By:          BjörnSerrander                    StaffanSundberg

 

HSBC BANK PLC

By:          StuartParkinson

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ING BANK N.V.

By:          MauriceKenny                    Aidan Neill

 

**Facility Agent**

WESTLB AG, LONDON BRANCH

By:          AdamJohnson                     Tim Sai Louie

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