Exhibit
4.25


 


 


13 FEBRUARY 2003


 


 


AMENDMENT AGREEMENT IN RESPECT
OF A


€800,000,000 SENIOR FACILITY
AGREEMENT


DATED 8 AUGUST 2001 (AS
AMENDED)


 


 


CABLEUROPA,
S.A.U.


on
behalf of itself and as agent and representative of each other Obligor


 


 


and


 


 


BANC
OF AMERICA SECURITIES LIMITED


on
behalf of itself and as Agent for each of the Beneficiaries


 


 


Latham & Watkins

99 Bishopsgate

London  EC2M 3XF


 

















 


THIS AGREEMENT is
made on 13 February 2003 between the following parties


 


(1)                                CABLEUROPA,
S.A.U. on behalf of itself and as agent and representative of
each Obligor (“Cableuropa”); and


 


(2)                                 BANC OF
AMERICA SECURITIES LIMITED on behalf of itself and as
Agent for each of the Beneficiaries (the “Agent”).


 


WHEREAS:


 


A.                                    The parties hereto, among others, have entered into the
Original Facility Agreement.


 


B.                                    The Agent and Cableuropa have agreed to amend and
restate the Original Facility Agreement on the terms set out below.


 


In the presence of a Madrid Notary Public (Notario), Mr. Fernando
Molina Stranz, whose intervention has been required by the parties hereto, IT IS AGREED
as follows


 


1                                         INTERPRETATION


 


1.1                               Definitions         In
this Agreement the following terms have the meanings given to them in this
Clause 1.1:


 


“Amended and Restated Facility Agreement”
means the Original Facility Agreement, as amended and restated by this
Agreement in the form set out in the Exhibit hereto.


 


“Original Facility Agreement” means the
€800,000,000 senior facility agreement dated 8 August 2001, as amended pursuant
to the terms of amendment agreements dated 5 November 2001, 21 December 2001
and 15 October 2002, and made between Cableuropa as agent and representative of
each Obligor, Cableuropa and each of the other parties named therein as a
Borrower, Cableuropa and each of the other parties named therein as a
Guarantor, the financial institutions named therein as Lead Arrangers, the
Agent, Banc of America Securities Limited as Security Agent and the persons
named therein as Lenders, and notarised in the presence of a Madrid Notary
Public (Notario), Mr. Fernando
Molina Stranz, on that date.


 


1.2                               Original
Facility Agreement Definitions         Unless
the context otherwise requires or unless otherwise defined in this Agreement,
words and expressions defined or construed in the Original Facility Agreement shall have the same meanings and
constructions when used in this Agreement.


 


1.3                               Third Party
Rights         A
person who is not a party to this Agreement has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term
of this Agreement.


 


1.4                               Agreements         Save
where the contrary is indicated, any reference in this Agreement to this
Agreement or any other agreement or document shall be construed as a reference
to this Agreement or, as the case may be, such other agreement or document as
the same may have been, or may from time to time be, amended, varied, novated
or supplemented in accordance with the terms thereof.


 


1.5                               Construction         In this Agreement, unless the
context otherwise requires, words importing the plural should include the
singular and vice versa.


 


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2                                         AMENDMENT AND
RESTATEMENT OF THE ORIGINAL FACILITY AGREEMENT


 


With
effect from the date hereof the Original
Facility Agreement shall be amended and restated so that it shall be
read and construed for all purposes as set out in the Exhibit hereto and the
rights and obligations of the parties thereto shall be governed by, and
construed in accordance with, the terms of the Amended and Restated Facility
Agreement.


 


3                                         REPRESENTATIONS
AND WARRANTIES


 


On
the date of this Agreement, Cableuropa represents and warrants to the Agent the
representations and warranties set out in paragraphs (a), (b) and (d) to (g) of
Clause 17.1 (Legal Representations)
and paragraph (t) of Clause 17.2 (Factual
Representations) of the Amended and Restated Facility Agreement but
as if references therein to the Facility Documents were to this Agreement and
the Amended and Restated Facility Agreement.


 


4                                         FACILITY DOCUMENTS
AND SECURITY


 


4.1                               Facility
Document         Each
of Cableuropa and the Agent hereby agree that this Agreement shall constitute a
Facility Document.


 


4.2                               Security       Cableuropa
(on behalf of itself and each other Obligor) hereby confirms that the obligations
of the Obligors under the Security Documents to which they are a party as at
the date hereof (a list of which is attached hereto as Schedule 1 (Security Documents)), and the obligations
of the Guarantors under the guarantee in the Facility Agreement, remain in full
force and effect notwithstanding the amendment and restatement of the Original
Facility Agreement as set out herein.


 


5                                         CURRENT
OUTSTANDING AMOUNTS


 


Each of Cableuropa and the Agent hereby confirm that as at the date
hereof the principal amount and accrued but unpaid interest thereon outstanding
under each Facility is:


 


(a)                                  Facility A:
€65,000,000 plus accrued but unpaid interest of €1,391,406.25;


 


(b)                                 Facility B:
€205,000,000 plus accrued but unpaid interest of  €2,033,090.00;


 


(c)                                  Facility C:
€45,000,000 plus accrued but unpaid interest of  €593,280.00;


 


(d)                                 Facility D: €0; and


 


(e)                                  Facility E: €0,


 


and in each case the relevant Borrower was Cableuropa.


 


6                                         CONTINUITY AND
FURTHER ASSURANCE


 


6.1                               Continuing
Obligations     The
provisions of the Original Facility Agreement shall, save as amended in this
Agreement, continue in full force and effect. 
References in the Original
Facility Agreement to “this Agreement”, “herein”, “hereunder” and similar terms
and to any provision or Schedule of the Original Facility Agreement shall be
construed as a reference thereto as amended and restated by this Agreement.


 


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6.2                               Further
Assurance         Cableuropa
shall at the request of the Agent, and at its own expense, do all such acts and
things necessary or desirable to give effect to the amendments to be effected
pursuant to this Agreement.


 


7                                         COSTS AND
EXPENSES


 


7.1                               Transaction
Expenses         Without
double counting under Clause 39.2 (Amendment
Costs) of the Original Facility
Agreement, Cableuropa shall, on demand of the Agent, reimburse the Agent for
all reasonable costs and expenses (including legal and notarial fees) together
with any VAT incurred by it in connection with the negotiation, preparation,
execution and translation of this Agreement and the completion of the
transactions contemplated herein.


 


7.2                               Stamp Taxes         Without
double counting under Clause 34.3 (Stamp
Taxes) of the Original Facility
Agreement, Cableuropa shall pay all stamp, registration and other taxes to
which this Agreement is or at any time may be subject and Cableuropa shall,
from time to time on demand from the Agent, indemnify the Agent against any
liabilities, costs, claims and expenses resulting from any failure to pay or
any delay in paying any such tax.


 


8                                         REMEDIES AND
WAIVERS


 


No failure to exercise, nor any delay in exercising, on the part of the
Agent, any right or remedy hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any right or remedy prevent any further
or other exercise thereof or the exercise of any other right or remedy.  The rights and remedies herein provided are
cumulative and not exclusive of any rights or remedies provided by law.


 


9                                         ENGLISH LANGUAGE


 


Each communication and document made or delivered by one party to
another pursuant to this Agreement shall be in the English language or
accompanied by a translation thereof into English certified (by an officer of
the person making or delivering the same) as being a true and accurate
translation thereof.


 


10                                  PARTIAL
INVALIDITY


 


If, at any time, any provision of this Agreement is or becomes illegal,
invalid or unenforceable in any respect under the law of any jurisdiction,
neither the legality, validity or enforceability of the remaining provisions
hereof nor the legality, validity or enforceability of such provision under the
law of any other jurisdiction shall in any way be affected or impaired thereby.


 


11                                  GOVERNING LAW


 


This Agreement is governed by, and shall be construed in accordance
with, English law.


 


12                                  JURISDICTION


 


12.1                        English
Courts     Cableuropa
irrevocably agrees for the benefit of the Agent that the courts of England
shall have jurisdiction to hear and determine any Proceedings, and to settle
any Disputes, which may arise out of or in connection with this Agreement and,
for such purposes, irrevocably submits to the jurisdiction of such courts.


 


12.2                        Appropriate
Forum     Cableuropa
irrevocably waives any objection which it might now or hereafter have to the
courts referred to in Clause 12.1 (English Courts) being nominated as the 


 


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forum to hear and determine any Proceedings and to
settle any Disputes and agrees not to claim that any such court is not a
convenient or appropriate forum.


 


12.3                        Service of
Process     Cableuropa
agrees that the process by which any Proceedings are begun may be served on it
by being delivered to such person in England as is appointed by Cableuropa for
the purposes of accepting service of process on their behalf in England and as
is notified to the Agent from time to time. 
If the appointment of such person ceases to be effective in respect of
Cableuropa, Cableuropa shall immediately appoint a further person in England to
accept service of process on its behalf in England and, failing such
appointment within 15 days, the Agent shall be entitled to appoint such a
person by notice to Cableuropa.  Nothing
contained herein shall affect the right to serve process in any other manner
permitted by law.


 


12.4                        Non-exclusive
Submissions     The submission to the jurisdiction of the courts referred to
in Clause 12.1 (English Courts) shall not (and shall not be construed so as
to) limit the right of the Agent to take Proceedings against Cableuropa in any
other court of competent jurisdiction nor shall the taking of Proceedings in
any one or more jurisdictions preclude the taking of Proceedings in any other
jurisdiction (whether concurrently or not) if and to the extent permitted by
applicable law.


 


12.5                        Consent to
Enforcement     Cableuropa hereby consents generally in respect of any
Proceedings to the giving of any relief or the issue of any process in
connection with such Proceedings including the making, enforcement or execution
against any property whatsoever (irrespective of its use or intended use) of
any order or judgment which may be made or given in such Proceedings.


 


12.6                        Waiver of
Immunity     To the
extent that Cableuropa may in any jurisdiction claim for itself or its assets
immunity from suit, execution, attachment (whether in aid of execution, before
judgment or otherwise) or other legal process and to the extent that in any
such jurisdiction there may be attributed to itself or its assets such immunity
(whether or not claimed), Cableuropa hereby irrevocably agrees not to claim and
hereby irrevocably waives such immunity to the full extent permitted by the
laws of such jurisdiction.


 


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SCHEDULE
1


 


SECURITY DOCUMENTS


 


1.                                       Deed
of pledge of shares (póliza de pignoración de acciones) in
Región de Murcia de Cable, S.A. dated August 8, 2001, between the Security
Agent and Cableuropa as intervened by Mr. Fernando Molina Stranz.


 


2.                                       Deed
of pledge of shares (póliza de pignoración de acciones) in
Valencia de Cable, S.A. dated August 8, 2001, between the Security Agent and
Cableuropa as intervened by Mr. Fernando Molina Stranz.


 


3.                                       Deed
of pledge of shares (póliza de pignoración de acciones) in
Mediterránea Sur Sistemas de Cable, S.A. dated August 8, 2001, between the
Security Agent and Cableuropa as intervened by Mr. Fernando Molina Stranz.


 


4.                                       Deed
of pledge of shares (póliza de pignoración de acciones) in
Mediterránea Norte Sistemas de Cable, S.A. dated August 8, 2001, between the
Security Agent and Cableuropa as intervened by Mr. Fernando Molina Stranz.


 


5.                                       Deed
of pledge of shares (póliza de pignoración de acciones) in
ONONet Comunicaciones, S.A. dated August 8, 2001, between the Security Agent
and Cableuropa as intervened by Mr. Fernando Molina Stranz.


 


6.                                       Deed
of pledge of credit rights over bank accounts (póliza de pignoración de derechos de
crédito sobre cuentas bancarias) dated August 8, 2001, between the
Security Agent and Cableuropa as intervened by Mr. Fernando Molina Stranz.


 


7.                                       Deed
of pledge of credit rights over bank accounts (póliza de pignoración de derechos de
crédito sobre cuentas bancarias) dated August 8, 2001, between the
Security Agent and Región de Murcia de Cable, S.A. as intervened by Mr.
Fernando Molina Stranz.


 


8.                                       Deed
of pledge of credit rights over bank accounts (póliza de pignoración de derechos de
crédito sobre cuentas bancarias) dated August 8, 2001, between the
Security Agent and Valencia de Cable, S.A. as intervened by Mr. Fernando Molina
Stranz.


 


9.                                       Deed
of pledge of credit rights over bank accounts (póliza de pignoración de derechos de
crédito sobre cuentas bancarias) dated August 8, 2001, between the
Security Agent and Mediterránea Sur Sistemas de Cable, S.A. as intervened by
Mr. Fernando Molina Stranz.


 


10.                                 Deed
of pledge of credit rights over bank accounts (póliza de pignoración de derechos de
crédito sobre cuentas bancarias) dated August 8, 2001, between the
Security Agent and Mediterránea Norte Sistemas de Cable, S.A. as intervened by
Mr. Fernando Molina Stranz.


 


11.                                 Deed
of pledge of credit rights over bank accounts (póliza de pignoración de derechos de
crédito sobre cuentas bancarias) dated August 8, 2001, between the
Security Agent and ONONet Comunicaciones, S.A. as intervened by Mr. Fernando
Molina Stranz.


 


12.                                 Deed
of pledge of credit rights (póliza de pignoración de derechos de crédito)
dated August 8, 2001, between the Security Agent and Cableuropa as intervened
by Mr. Fernando Molina Stranz.


 


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13.                                 Deed
of pledge of credit rights (póliza de pignoración de derechos de crédito)
dated August 8, 2001, between the Security Agent and Región de Murcia de Cable,
S.A. as intervened by Mr. Fernando Molina Stranz.


 


14.                                 Deed
of pledge of credit rights (póliza de pignoración de derechos de crédito)
dated August 8, 2001, between the Security Agent and Valencia de Cable, S.A. as
intervened by Mr. Fernando Molina Stranz.


 


15.                                 Deed
of pledge of credit rights (póliza de pignoración de derechos de crédito)
dated August 8, 2001, between the Security Agent and Mediterránea Sur Sistemas
de Cable, S.A. as intervened by Mr. Fernando Molina Stranz.


 


16.                                 Deed
of pledge of credit rights (póliza de pignoración de derechos de crédito)
dated August 8, 2001, between the Security Agent and Mediterránea Norte
Sistemas de Cable, S.A. as intervened by Mr. Fernando Molina Stranz.


 


17.                                 Public
Deed of mortgage of trademarks (escritura pública de hipoteca de marcas)
dated August 8, 2001, between Cableuropa and the Security Agent, executed
before the Notary Public of Madrid, Mr. Fernando Molina Stranz.


 


18.                                 Notice
from Cableuropa to the insurance companies (carta a las compañías aseguradoras) dated
August 8, 2001.


 


19.                                 Deed
of pledge of credit rights (póliza de pignoración de derechos de crédito)
dated November 5, 2001, between the Security Agent and Cableuropa as intervened
by Mr. Fernando Molina Stranz.


 


20.                                 Deed
of pledge of shares (póliza de pignoración de acciones) in
Cableuropa dated January 2, 2002, between the Security Agent and Holdco as
intervened by Mr. Francisco Javier Cedrón López-Guerrero.


 


21.                                 Deed
of pledge of credit rights over bank accounts (póliza de pignoración de derechos de
crédito sobre cuentas bancarias) dated January 2, 2002, between the
Security Agent and Holdco as intervened by Mr. Francisco Javier Cedrón
López-Guerrero.


 


22.                                 Deed
of pledge of credit rights (póliza de pignoración de derechos de crédito)
dated February 4, 2002, between the Security Agent and Holdco as intervened by
Mr. Fernando Molina Stranz.


 


23.                                 Deed
of pledge of credit rights (póliza de pignoración de derechos de crédito)
dated April 4, 2002, between the Security Agent and Holdco as intervened by Mr.
Fernando Molina Stranz.


 


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SIGNATORIES


 


 


CABLEUROPA, S.A.U.


(on behalf of itself and as agent and representative of each Obligor)


 


 


By:


 


 


BANC OF AMERICA SECURITIES
LIMITED


(on behalf of itself and as Agent of each Beneficiary)


By:


 


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With my intervention, stating that this Agreement of 8 pages executed in
3 original copies for one sole purpose through the signature by all parties of
the respective signature pages only, has been witnessed by myself by sealing
and signing on each page.  (Con mi
intervención, haciendo constar que el presente contrato consta de 8 páginas, ha
sido celebrado en 3 ejemplares originales a un solo efecto mediante la firma
por todas las partes de las páginas respectivas de firmas exclusivamente, e
intervenido por mí mediante su sellado y firma en cada una de sus páginas.)


 


Signature and seal of Fernando Molina Stranz Notario de Madrid.


 


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