Exhibit 4.11


 


 


English Translation for
information purposes only


 


NOVATION AGREEMENT TO MODIFY, WITHOUT TERMINATION, A EURO

MULTI-BORROWER CREDIT FACILITY DATED 6 MAY 1999


 


In Madrid, on 13 February 2003.


 


BETWEEN


 


Of the one part,


 


CABLEUROPA, S.A.U., a company with
registered address at calle Basauri, Urbanización La Florida, Aravaca, Madrid,
recorded at the Mercantile Registry of Madrid, in tome 9,174, folio 38, section
8, under number 147,606, holding Fiscal Identification Code A-48514343,
represented by Mr Eugenio Galdón, as representative of MULTITEL HOLDINGS, S.L.,
President of the Board of Directors, and Mr Richard David Alden, in his
condition as Managing Director (hereinafter, “Cableuropa”).


 


VALENCIA DE CABLE, S.A., a company with
registered address at Gremis, 12, Polígono Industrial Vara de Quart, Valencia,
recorded at the Mercantile Registry of Valencia, in tome 5,479, folio 4,
section 8, under number 47,567, holding Fiscal Identification Code no.
A-81237307, represented by CABLEUROPA, S.A.U. in its capacity as Managing
Director, which is represented by Mr Richard David Alden (hereinafter, “Valencia”).


 


MEDITERRÁNEA SUR SISTEMAS DE CABLE, S.A., a
company with registered address at Carretera de Ocaña, 15, Alicante, recorded
at the Mercantile Registry of Alicante, in tome 1,855, folio 14, section 8, and
number 34,967 and holding Fiscal Identification Code no. A-81238413,
represented by CABLEUROPA, S.A.U. in its capacity as Managing Director, which
is represented by Mr Richard David Alden (hereinafter, “Valencia Sur”).


 


MEDITERRÁNEA NORTE SISTEMAS DE CABLE, S.A.,
a company with registered address at Hermanos Bou, 16, Castellón de la Plana,
recorded at the Mercantile Registry of Castellón, in tome 813, folio 165,
section 8, under number 10,448, holding Fiscal Identification Code no.
A-81237869, represented by CABLEUROPA, S.A.U. in its capacity as Managing
Director, which is represented by Mr Richard David Alden (hereinafter, “Valencia
Norte”).


 


REGIÓN DE MURCIA DE CABLE, S.A., a company
with registered address at Avenida Juan Carlos I, s/n, Edificio Torre de
Cristal, Polígono Industrial Espinardo, Murcia, recorded at the Mercantile
Registry of Murcia, in tome 1,038, folio 81, section 8, under number 19,469,
holding Fiscal Identification Code no. A-30464853, represented by CABLEUROPA,
S.A.U. in its capacity as Managing Director, which is represented by Mr Richard
David Alden (hereinafter, “Murcia”).


 


UNIVERTEL COMUNICAÇÔES UNIVERSAIS, S.A., a
Portuguese company with registered address at Avda. Joao Crisóstomo, 18, 3a,
3ESQ, Lisbon, represented by CABLEUROPA, S.A.U. in its capacity as Managing
Director, which is represented by Mr Richard David Alden (hereinafter, “Univertel”).


 


HYDRA SERVICIOS DE ATENCIÓN AL CLIENTE,
S.A., a company with registered address at c/ Gremis, 4, Polígono Industrial
Vara de Quart, Valencia, recorded at the Mercantile Registry of Valencia, in
tome 6,605, folio 51, under number V-71374, holding Fiscal Identification Code
no. A-96967914, represented by CABLEUROPA, S.A.U. in its capacity as Sole
Manager, which is represented by Mr Richard David Alden (hereinafter, “Hydra”)


 


(Hereinafter, all of them shall be jointly
referred to as the “Borrowers” and individually as the “Borrower”).


 

















 


And of the other part,


 


ONO FINANCE Plc, a company with registered
address at 200 Aldersgate Street, EC1A 4JJ London, represented by Mr [...],
acting as Director, by virtue of the powers conferred upon him in resolutions
adopted by the Board of Directors on 12 February, 2003 (hereinafter, “Ono Finance”
or the “Lender”).


 


THEY STATE


 


I.-       That on 6 may 1999, the Borrowers (which included the companies
Huelva de Cable y Televisión, S.A., Cádiz de Cable y Televisión, S.A., Cable y
Televisión de El Puerto, S.A., Cable y Televisión de Andalucía, S.A.,
Corporación Mallorquina de Cable, S.A., Albacete Sistemas de Cable, S.A.,
Santander de Cable, S.A. and TDC Sanlúcar, S.A. (even if Santander de Cable,
S.A. and TDC Sanlúcar, S.A. became Borrowers on a subsequent date) which were
absorbed by Cableuropa, the universal successor of all of the companies’ rights
and obligations) and Ono Finance executed a subordinated multi-borrower credit
facility (the “Original Facility”), whereby the Borrowers received from Ono
Finance a facility for a maximum of 123,071,054.35 Euros, undertaking to pay to
Ono Finance upon any payment or prepayment of principal made by the Borrowers
under the Original Facility, apart from the principal, 1,928,945.65 Euros as a
maintenance and repayment fee, the aggregate being 125,000,000.


 


II.-       That the purpose of the
Original Facility was to lend the Borrowers the funds obtained by Ono Finance
with the Issue of Euro Bonds (as this term is defined in the Original
Facility), which was carried out on the same date as the Original Facility.


 


III.-                             That on today’s
date the Borrowers (each one as described below) have sold and handed over to
Ono Finance certain Euro Bonds (as this term is defined in the Original
Facility) for a total nominal amount of 79.372.000 Euros, a sale for which the
consideration agreed upon was Ono Finance’s cancellation of said Euro Bonds and
the corresponding decrease in the principal and in the maintenance and
repayment fee of the Original Facility.


 


The
nominal amounts of the Euro Bonds sold and handed over by each of the Borrowers
to Ono Finance are as follows:


 


	
  Cableuropa:

  	
   

  	
  65.196.000
  Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Valencia:

  	
   

  	
  3.000.000
  Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Valencia Sur:

  	
   

  	
  4.801.000
  Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Valencia
  Norte:

  	
   

  	
  3.750.000
  Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Murcia:

  	
   

  	
  2.625.000
  Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Univertel

  	
   

  	
  0 Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Hydra

  	
   

  	
  0 Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  79.372.000 Euros

  	
   

  



 


IV.-      That as a result of the foregoing, the parties have decided to
execute the present novation agreement to modify, without termination, the
Original Facility (hereinafter, the “Agreement”) which shall be governed by the
following


 


2

















 


CLAUSES


 


1.                                     INTERPRETATION


 


The terms and expressions which appear in
the present Agreement in capital letters and which have not been assigned a
specific meaning herein, shall be construed in the same way as in the Original
Facility.


 


2.       MODIFICATION
OF THE LOAN AMOUNT AND OF THE MAINTENANCE AND REPAYMENT FEE


 


2.1      Due to the cancellation of the Euro Bonds sold and handed over by
the Borrowers to Ono Finance, the principal amount of the Original Facility
shall be, as from today, 44,923,888 Euros.


 


As a result of
said cancellation, the maintenance and repayment fee agreed in Clause 19.2 of
the Original Facility shall be proportionally reduced and shall be, as from
today, 704,112 Euros.


 


2.2      The new Maximum Facility, which is available in its entirety, and
the maintenance and repayment fee agreed in Clause 19.2 of the Original
Facility, shall be distributed among each of the Borrowers as follows:


 


	
   

  	
   

  	
  Comisión
  de

  Mantenimiento y

  Reembolso

  	
   

  	
  Importe

  Máximo

  Acreditado

  	
   

  	
  Total

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cableuropa

  	
   

  	
  60,646 Euros

  	
   

  	
  3,869,354
  Euros

  	
   

  	
  3,930,000
  Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Valencia

  	
   

  	
  136,184 Euros

  	
   

  	
  8,688,816
  Euros

  	
   

  	
  8,825,000
  Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Valencia Sur

  	
   

  	
  217,878 Euros

  	
   

  	
  13,901,122
  Euros

  	
   

  	
  14,119,000
  Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Valencia Norte

  	
   

  	
  170,241 Euros

  	
   

  	
  10,861,759
  Euros

  	
   

  	
  11,032,000
  Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Murcia

  	
   

  	
  119,163 Euros

  	
   

  	
  7,602,837
  Euros

  	
   

  	
  7,722,000
  Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Univertel

  	
   

  	
  0 Euros

  	
   

  	
  0 Euros

  	
   

  	
  0 Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hydra

  	
   

  	
  0 Euros

  	
   

  	
  0 Euros

  	
   

  	
  0 Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  704,112 Euros

  	
   

  	
  44,923,888 Euros

  	
   

  	
  45,628,000 Euros

  	
   

  



 


3

















 


3.                                     FEES


 


By way of intermediary fee to
remunerate ONO Finance (Holdings) Limited for enabling the transaction to
proceed, the Borrowers shall pay to ONO Finance (Holdings) Limited the fees set
out in a letter from ONO Finance (Holdings) Limited dated as of the date
hereof.


 


4.                                     VALIDITY OF THE
TERMS NOT MODIFIED


 


The parties expressly declare that the
terms agreed in the Original Facility, which have not been modified herein,
shall be fully valid.


 


5.                                     LAW


 


The present Agreement shall be governed and
interpreted according to Spanish law.


 


6.                                     JURISDICTION


 


Each of the parties to the present
Agreement submits itself irrevocably to the exclusive jurisdiction of the
Courts and Tribunals of the city of Madrid for the examination and resolution
of any claim that might arise from the fulfilment or interpretation of the
present Agreement, expressly waiving any other jurisdiction which might
otherwise correspond thereto.


 


In witness whereof, the present Agreement
is drawn up and signed on 8 original copies.


 


[SIGNATURES]


 


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