Exhibit
4.9


 


Translation for information purposes
only


 


 


NOVATION AGREEMENT TO MODIFY, WITHOUT TERMINATION, A DOLLAR
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 270,756,319.58 US Dollars, 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, 4,243,680.42 US Dollars as a
maintenance and repayment fee, the aggregate being 275,000,000 US Dollars.


 


II.-      That the purpose of the Original Facility was to lend the Borrowers
the funds obtained by Ono Finance with the Issue of Dollar 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 Dollar Bonds (as this term is
defined in the Original Facility) for a total nominal amount of 182,902,000 US
Dollars, a sale for which the consideration agreed upon was Ono Finance’s
cancellation of said Dollar Bonds and the corresponding decrease in the
principal and in the maintenance and repayment fee of the Original Facility.


 


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


 


	
  Cableuropa:

  	
   

  	
  150,243,000 US Dollars

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Valencia:

  	
   

  	
  6,912,000 US Dollars

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Valencia Sur:

  	
   

  	
  11,059,000 US Dollars

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Valencia Norte:

  	
   

  	
  8,640,000 US Dollars

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Murcia:

  	
   

  	
  6,048,000 US Dollars

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Univertel

  	
   

  	
  0 US
  Dollars

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Hydra

  	
   

  	
  0 US
  Dollars

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  182,902,000 US
  Dollars

  	
   

  



 


2

















 


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


 


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 Dollar Bonds sold and handed over by the Borrowers to Ono
Finance, the principal amount of the Original Facility shall be, as from today,
90,676,784 US Dollars


 


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, 1,421,216 US
Dollars


 


2.2      The new
Maximum Facility, which is available in its entirety and 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

  	
   

  	
  28,842 US Dollars

  	
   

  	
  1,840,158 US Dollars

  	
   

  	
  1,869,000 US Dollars

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Valencia

  	
   

  	
  294,681 US Dollars

  	
   

  	
  18,801,319 US Dollars

  	
   

  	
  19,096,000 US Dollars

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Valencia Sur

  	
   

  	
  471,496 US Dollars

  	
   

  	
  30,082,504 US Dollars

  	
   

  	
  30,554,000 US Dollars

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Valencia Norte

  	
   

  	
  368,351 US Dollars

  	
   

  	
  23,501,649 US Dollars

  	
   

  	
  23,870,000 US Dollars

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Murcia

  	
   

  	
  257,846 US Dollars

  	
   

  	
  16,451,154 US Dollars

  	
   

  	
  16,709,000 US Dollars

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Univertel

  	
   

  	
  0 US Dollars

  	
   

  	
  0 US Dollars

  	
   

  	
  0 US Dollars

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hydra

  	
   

  	
  0 US Dollars

  	
   

  	
  0 US Dollars

  	
   

  	
  0 US Dollars

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  1,421,216 US Dollars

  	
   

  	
  90,676,784 US Dollars

  	
   

  	
  92,098,000 US Dollars

  	
   

  



 


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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