Exhibit 4.3


 


Translation for
information purposes only


 


NOVATION AGREEMENT TO MODIFY, WITHOUT TERMINATION, A EURO

MULTI-BORROWER CREDIT FACILITY DATED 30 JUNE 2000


 


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 30 june 2000, the Borrowers (which at the time 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.
and Santander de Cable S.A., 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 200,000,000 Euros.


 


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 86,298,000 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 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:

  	
   

  	
  71,817,000 Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Valencia:

  	
   

  	
  6,873,000 Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Valencia Sur:

  	
   

  	
  1,118,000 Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Valencia Norte:

  	
   

  	
  1,254,000 Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Murcia:

  	
   

  	
  5,236,000 Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Univertel:

  	
   

  	
  0 Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Hydra:

  	
   

  	
  0 Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  86,298,000 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.        REDISTRIBUTION
OF DISPOSITIONS


 


In accordance with Clause 7.1 of the Original
Facility, Cableuropa accepts, and the rest of Borrowers and Ono Finance
therefore authorise, to redistribute the Univertel Disposition under the
Original Agreement in an amount of 5,005,053.78 Euros which is hereby assumed
by Cableuropa. For these purposes, Cableuropa has debited (with value in the
date of this Agreement) in the Univertel Account a reduction of its Disposition
in an amount of 5,005,053.78 Euros, such Disposition being thus reduced to 0
Euros and, simultaneously to this reduction, has credited (with value in the
date of this Agreement) his own Account an increase in his Disposition in an
amount of 5,005,053.78 Euros. Cableuropa, with consent of the rest of the
parties, agrees to pay the amount of interest which has accrued on the amount
the reduction in the Univertel Account up to the date hereof which shall pay
when due.


 


Each one of Borrowers and Ono Finance
acknowledge having been notified to the effects of the agreed in Clause 7.2 of
the Original Facility, expressly waiving by signing this Agreement the
notification in writing form set forth in such Clause 7.2.


 


3.        MODIFICATION OF THE LOAN
AMOUNT


 


3.1      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,
113,702,000 Euros.


 


3.2      Considering
the Redistribution of Dispositions anticipated in Clause 2 of the present
Contract and the cancellation of Bonds sold and given by the of Borrowers ones
to Ono Finance, the new Credited Maximum Amount, that has been fully withdrawn,
is distributed between each one of the Borrowers in the following way: 


 


	
  Cableuropa

  	
   

  	
  44,196,000 Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Valencia

  	
   

  	
  32,988,000 Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Valencia Sur

  	
   

  	
  5,367,000 Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Valencia Norte

  	
   

  	
  6,021,000 Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Murcia

  	
   

  	
  25,130,000 Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Univertel

  	
   

  	
  0 Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Hydra

  	
   

  	
  0 Euros

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  113,702,000 Euros

  	
   

  



 


3

















 


4.   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.


 


5.   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.


 


6.   LAW


 


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


 


7.   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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