Exhibit 4.2


 


EXECUTION VERSION


 


€27,418,317 ADDITIONAL
FACILITY R ACCESSION AGREEMENT


 


To:                              Toronto Dominion (Texas) LLC
as Facility Agent and TD Bank Europe Limited as Security Agent


 


From:                  The banks and financial
institutions listed in Schedule 1 to this Agreement (the Additional
Facility R Lenders)


 


Date:     
20 April 2010


 


UPC Broadband Holding B.V.
(formerly known as UPC Distribution Holding B.V) - €1,072,000,000 Term Credit
Agreement dated 16 January 2004 as amended from time to time (the Credit
Agreement)


 


1.                                       In this Agreement:


 


Additional Facility P
Lender
means each of the lenders under Facility P.


 


Existing Facility R means the €263,300,000 term
loan facility made available under the Additional Facility Accession Agreements
dated 25 March 2009 and 27 April 2009 respectively.


 


Existing Facility R Advance means the outstanding Advance
under the Existing Facility R as at the date of this Agreement, being
€263,300,000.


 


Existing Facility R Interest
Period
means the Interest Period which is current, at the Effective Date, in respect
of the outstanding Advance under Facility R.


 


Facility P means the US$521,178,225 term
loan facility made available under the Additional Facility Accession Agreement
dated 9 September 2008.


 


Facility R means the €27,418,317 term
loan facility made available under this Agreement.


 


Facility R Advance means a Euro denominated
advance made to UPC Financing by the Additional Facility R Lenders under
Facility R.


 


Facility R Commitment means, in relation to an
Additional Facility R Lender, the amount in Euros set opposite its name under
the heading “Facility R Commitment” in Schedule 1 to the counterpart of this
Agreement executed by that Additional Facility R Lender, to the extent not
cancelled, transferred, or reduced under the Credit Agreement.


 


Majority Facility R Lenders means Additional Facility R
Lenders the aggregate of whose Facility R Commitments exceeds 662/3 per
cent. of the aggregate of Facility R Commitments of all Additional Facility R
Lenders.


 


2.                                       Unless otherwise defined in this Agreement,
terms defined in the Credit Agreement shall have the same meaning in this
Agreement and a reference to a Clause is a reference to a Clause of the Credit
Agreement.  The principles of
construction set out in Clause 1.2 (Construction) of the Credit Agreement apply
to this Agreement as though they were set out in full in this Agreement.


 


3.                                       We refer to Clause 2.2 (Additional
Facilities) of the Credit Agreement.


 

















 


4.                                       This Agreement will take effect on the date
on which the Facility Agent notifies UPC Broadband and the Additional Facility
R Lenders that it has received the documents and evidence set out in Schedule 2
to this Agreement, in each case in form and substance satisfactory to it or, as
the case may be, the requirement to provide any of such documents or evidence
has been waived by the Facility Agent on behalf of the Additional Facility R
Lenders (the Effective Date).


 


5.                                       We, the Additional Facility R Lenders,
agree:


 


(a)                                  to become party to and to be bound by the
terms of the Credit Agreement as Lenders in accordance with Clause 2.2
(Additional Facilities) of the Credit Agreement; and


 


(b)                                 to become party to the Security Deed as
Lenders and to observe, perform and be bound by the terms and provisions of the
Security Deed in the capacity of Lenders in accordance with Clause 9.3
(Transfers by Lenders) of the Security Deed.


 


6.                                       The Additional Facility Commitment in
relation to an Additional Facility R Lender (for the purpose of the definition
of Additional Facility Commitment in Clause 1.1 (Definitions) of the Credit
Agreement) is its Facility R Commitment.


 


7.                                       Any interest due in relation to Facility R
will be payable on the last day of each Interest Period in accordance with
Clause 8 (Interest) of the Credit Agreement.


 


8.                                      The Availability Period for Facility R
shall be the Effective Date.


 


9.                                      Facility R may be drawn by one Advance and
no more than one Request may be made in respect of Facility R under the Credit
Agreement.


 


10.                                 (a)                                 The
first Interest Period to apply to the Facility R Advance will be a period equal
to the period running from the Effective Date up to and including the last day
of the Existing Facility R Interest Period.


 


(b)                                In
respect of the first Interest Period only, EURIBOR shall mean the EURIBOR rate
as determined in respect of the Existing Facility R Interest Period.


 


11.                                The Facility R Advance will be used for
general corporate purposes and working capital purposes, including the
repayment or prepayment of existing indebtedness.


 


12.                                 The Final Maturity Date in respect of this
Facility R will be the earlier of:


 


(a)                                  31 December 2015; and


 


(b)                                 if by 17 October 2013 (the Relevant Date) being the date falling 90 days prior to the
date on which the UPC Holding B.V. issued bonds due 2014 (the Bonds) fall due, those bonds have not been repaid, redeemed
or refinanced, the Relevant Date.


 


13.                                 The outstanding Facility R Advance will be
repaid in full on the Final Maturity Date.


 


14.                                 The Margin in relation to Facility R is
3.25 per cent. per annum.


 


15.                                 The Borrower in relation to Facility R is
UPC Financing.


 


16.                                 (a)                                  It is the intention of the
parties that the Existing Facility R be upsized by the amount of this Facility
R in accordance with paragraph 17 of each Additional Facility 


 

















 


Accession
Agreement under which the Existing Facility R is made available and that, from
the date the Facility R Advance under this Agreement is consolidated with the
Existing Facility R Advance, this Facility R and the Existing Facility R shall
constitute one single Additional Facility for all purposes under the Credit
Agreement. Provided that any upsizing of Facility R permitted under this
paragraph will not breach any term of the Credit Agreement, Facility R may be
upsized by any amount, by the signing of one or more further Additional
Facility R Accession Agreements, that specify (along with the other terms
specified therein) UPC Financing as the sole Borrower and which specify
Additional Facility R Commitments denominated in Euros, to be drawn in Euros,
with the same Final Maturity Date and Margin as specified in this Additional
Facility R Accession Agreement.


 


(b)                                 For the purposes of this paragraph 16
(unless otherwise specified), references to Additional Facility R Lenders and
Facility R Advances shall include Lenders and Advances made under any such
further or previous Additional Facility R Accession Agreement.


 


(c)                                  If the Borrower so requests, an Interest
Period for a Facility R Advance under any other Additional Facility R Accession
Agreement will end on the same day as the current Interest Period for any other
Facility R Advance denominated in the same currency as that Facility R Advance.


 


(d)                                 On the last day of any Interest Period for
any Facility R Advance, that Facility R Advance will be consolidated with any
other Facility R Advance which has an Interest Period ending on the same day as
that Facility R Advance, and all such Facility R Advances will then be treated
as one Advance.


 


17.                                Each of UPC Broadband and UPC Financing
confirms, on behalf of themselves and each other Obligor that the representations
and warranties set out in Clause 15 (Representations and Warranties) of the
Credit Agreement (with the exception of Clauses 15.6(a) (Consents), 15.10
(Financial condition), 15.12 (Security Interests), 15.13(b) (Litigation
and insolvency proceedings), 15.4 (Business Plan), 15.15 (Tax liabilities),
15.16 (Ownership of assets), 15.18 (Works Council), 15.19 (Borrower Group
Structure), 15.20 (ERISA), 15.24 (UPC Financing) and 15.25 (Dutch Banking Act))
are true and correct as if made at the Effective Date with reference to the
facts and circumstances then existing, and as if each reference to the Finance
Documents includes a reference to this Agreement.


 


18.                                 UPC Broadband further represents and
warrants on the Effective Date that the execution and delivery by it of this
Agreement and the performance of the transactions contemplated by this
Agreement will not violate any agreement or instrument to which UPC Holding is
a party or binding upon UPC Holding or any member of the Borrower Group or any
assets of UPC Holding or any member of the Borrower Group’s assets, where such
violation would or is reasonably likely to have a Material Adverse Effect.


 


19.                                 Each Additional Facility R Lender confirms
to each Finance Party that:


 


(a)                                  it has made its own independent
investigation and assessment of the financial condition and affairs of each
Obligor and its related entities in connection with its participation in the
Credit Agreement and has not relied on any information provided to it by a
Finance Party in connection with any Finance Document; and


 


(b)                                 it will continue to make its own
independent appraisal of the creditworthiness of each Obligor and its related
entities while any amount is or may be outstanding under the Credit Agreement
or any Additional Facility Commitment is in force.


 

















 


20.                                 Each of the Additional Facility R Lenders
agrees that without prejudice to Clause 26.3 of the Credit Agreement, each New
Lender (as defined in the Novation Certificate referred to below) shall become,
by the execution by the Facility Agent of a Novation Certificate substantially
in the form of part 1 or part 2 of Schedule 3 to this Agreement, bound by the
terms of this Agreement as if it were an original party hereto as an Additional
Facility R Lender and shall acquire the same rights and assume the same
obligations towards the other parties to this Agreement as would have been
acquired and assumed had the New Lender been an original party to this
Agreement as an Additional Facility R Lender.


 


21.                                 Each Additional Facility R Lender agrees to
waive the notice period in respect of drawdown requests under Clause 5.1
(Delivery of Request) of the Credit Agreement in respect of this Facility R.


 


22.                                 The Facility Office and address for notices
of each Additional Facility R Lender for the purposes of Clause 32.2
(Addresses for notices) of the Credit Agreement will be that notified by each
Additional Facility R Lender to the Facility Agent.


 


23.                                 This Agreement and any non-contractual
obligations arising out of or in connection with it are governed by English
law.


 


24.                                 This
Agreement may be executed in any number of counterparts, and by each party on
separate counterparts.  Each counterpart
is an original, but all counterparts shall together constitute one and the same
instrument.  Delivery of an executed
counterpart signature page of this Agreement by e-mail (PDF) or telecopy
shall be as effective as delivery of a manually executed counterpart of this
Agreement.


 

















 


SCHEDULE 1


 


ADDITIONAL FACILITY R
LENDERS AND COMMITMENTS


 


	
  Additional Facility R Lender

  	
   

  	
  Facility R Commitment

  (€)

  	
   

  
	
  UPC Broadband Operations B.V.

  	
   

  	
  27,418,317

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  27,418,317

  	
   

  



 

















 


SCHEDULE 2


 


CONDITIONS PRECEDENT
DOCUMENTS


 


1.                                      Constitutional Documents


 


(a)                                  A copy of the constitutional documents of
each Obligor (other than UPC Financing) and the partnership agreement of UPC
Financing or, if the Facility Agent already has a copy, a certificate of an
authorised signatory of the relevant Obligor confirming that the copy in the
Facility Agent’s possession is still correct, complete and in full force and
effect as at a date no earlier than the date of this Agreement.


 


(b)                                 An extract of the registration of each
Obligor established in the Netherlands in the trade register of the Dutch
Chamber of Commerce.


 


2.                                      Authorisations


 


(a)                                  A copy of a resolution of the board of
managing and, to the extent applicable, board of supervisory directors (or
equivalent) and, to the extent that a shareholders’ resolution is required, a
copy of the shareholders’ resolution of each Obligor:


 


(i)                                    approving the terms of and the transactions
contemplated by this Agreement and (in the case of UPC Broadband and UPC
Financing) resolving that it execute the same (and, in the case of the
Guarantors and the Charging Entities (as defined in the Security Deed)
resolving that it execute the confirmation described at paragraph 4(a) below;
and


 


(ii)                                 (in the case of UPC Broadband and UPC
Financing) authorising the issuance of a power of attorney to a specified
person or persons to execute this Agreement on its behalf and (in the case of
the Guarantors and the Charging Entities (as defined in the Security Deed))
authorising the issuance of a power of attorney to a specified person or
persons to execute the confirmation described in paragraph 4(a) below.


 


(b)                                 A specimen of the signature of each person
authorised pursuant to its constitutional documents or to the power of attorney
referred to in paragraph (a) above to sign this Agreement or the
confirmation described in paragraph 4(a) below (as appropriate).


 


(c)                                  A certificate of an authorised signatory of
UPC Broadband, each Guarantor and each Charging Entity certifying that each
copy document specified in this Schedule and supplied by UPC Broadband, each
Guarantor and each Charging Entity is correct, complete and in full force and
effect as at a date no earlier than the date of this Agreement.


 


(d)                                 A copy of any other authorisation or other
document, opinion or assurance which the Facility Agent has notified UPC
Broadband is necessary in connection with the entry into and performance of,
and the transactions contemplated by, this Agreement or for the validity and
enforceability of this Agreement.


 


3.                                      Legal opinions


 


(a)                                  A legal opinion of Allen & Overy
LLP, English legal advisers to the Facility Agent, addressed to the Finance
Parties.


 

















 


(b)                                 A legal opinion of Allen & Overy
LLP, Dutch legal advisers to the Facility Agent, addressed to the Finance
Parties.


 


(c)                                  A legal opinion of Allen & Overy
LLP, New York legal advisers to the Facility Agent, addressed to the Finance
Parties.


 


4.                                      Other documents


 


Confirmation (in writing) from (i) each
of the Guarantors that its obligations under Clause 14 (Guarantee) of the
Credit Agreement and (ii) each of the Charging Entities (as defined in the
Security Deed) that the Security Interests granted to the Beneficiaries pursuant
to the Security Documents and its obligations under the Finance Documents,
shall continue unaffected and that such obligations extend to the Total
Commitments as increased by the addition of Facility R and that such
obligations shall be owed to each Finance Party including the Additional
Facility R Lenders.


 

















 


SCHEDULE 3


 


NOVATION CERTIFICATES


 


PART 1


 


NOVATION CERTIFICATE
(CASH)


 


To:                              [     ]
as Facility Agent and [BORROWER]


 


From:                  [THE EXISTING LENDER] and [THE
NEW LENDER]


 


Date:
[          ]


 


UPC Broadband Holding B.V. - €1,072,000,000
Term Credit Agreement dated 16 January, 2004 (the Credit Agreement)


 


We refer to Clause 26.3 (Procedure for
novations) of the Credit Agreement and clause 9.3 (Transfers by the Lenders) of
the Security Deed.  Terms defined in the
Credit Agreement or, if not defined in the Credit Agreement, the Additional
Facility Accession Agreement between the Facility Agent, the Security Agent and
the Additional Facility R Lenders dated [         ] 2010, have the same meaning in this
Novation Certificate.


 


1.                                       We
[             ]
(the Existing Lender) and
[     ] (the New Lender)
agree to the Existing Lender transferring to the New Lender by novation, all of
the Existing Lender’s rights and obligations referred to in the Schedule in
accordance with Clause 26.3 (Procedure for novations) of the Credit
Agreement and clause 9.3 (Transfers by the Lenders) of the Security Deed.


 


2.                                       The New Lender confirms that it is bound by the
terms of the Additional Facility Accession Agreement as if it were an original
party thereto as an Additional Facility R Lender and shall acquire the same
rights and assume the same obligations towards the other parties to this
Agreement as would have been acquired and assumed had the New Lender been an
original party to this Agreement as an Additional Facility R Lender.


 


3.                                       The Facility Office and address for notices
of the New Lender for the purposes of Clause 32.2 (Addresses for notices)
are set out in the Schedule.


 


4.                                       This
Novation
Certificate
may be executed in any number of counterparts, and by each party on separate
counterparts.  Each counterpart is an
original, but all counterparts shall together constitute one and the same
instrument.  Delivery of an executed
counterpart signature page of this Novation
Certificate by
e-mail (PDF) or telecopy shall be as effective as delivery of a manually
executed counterpart of this Novation Certificate.


 


5.                                       This Novation Certificate and any
non-contractual obligations arising out of or in connection with it are
governed by English law.


 
















THE SCHEDULE


 


Rights and obligations to be
novated


 


[Details of the rights and
obligations of the Existing Lender to be novated.]


 


 




	
  [New Lender]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Facility
  Office

  	
   

  	
  Address for
  notices for administrative purposes

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for
  notices for credit purposes]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Existing
  Lender]

  	
   

  	
  [New Lender]

  	
   

  	
  [                    ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  By:

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  Date:

  	
   

  	
  Date:

  






 

















 


PART 2


 


NOVATION CERTIFICATE
(CASHLESS)


 


To:          Toronto Dominion (Texas) LLC
as Facility Agent and UPC Financing as Borrower


 


From:     UPC Broadband Operations B.V.
and [the EXISTING P LENDER / NEW R LENDER]


 


Date: 
[·]  2010


 


UPC Broadband Holding B.V. - €1,072,000,000
Term Credit Agreement dated 16 January, 2004 (the Credit Agreement)


 


We refer to:


 


(a)           Clause 26.3 (Procedure for
novations) of the Credit Agreement;


 


(b)           Clause 9.3 (Transfers by the Lenders) of the Security
Deed;


 


(c)           the Additional Facility P Accession Agreement; and


 


(d)           the €27,418,317 Additional Facility R Accession
Agreement.


 


Terms defined in the Credit Agreement or,
if not defined in the Credit Agreement, the Additional Facility P Accession
Agreement, have the same meaning in this Novation Certificate.


 


1.             [            ]
(the Existing P Lender) agrees to novate and
UPC Broadband Operations B.V. (the New P Lender)
agrees to accept the novation on the Effective Date of all the Existing P
Lender’s rights and obligations referred to in the Schedule in accordance with
Clause 26.3 (Procedure for novations) of the Credit Agreement and clause
9.3 (Transfers by the Lenders) of the Security Deed.


 


2.             UPC Broadband Operations B.V. (the Existing R Lender) agrees to novate and [                     ]
(the New R Lender) agrees to accept the
novation on the Effective Date of all the Existing R Lender’s rights and
obligations referred to in the Schedule in accordance with Clause 26.3
(Procedure for novations) of the Credit Agreement and clause 9.3 (Transfers by
the Lenders) of the Security Deed.


 


3.             The aggregate Existing P Commitment will be equal to
the aggregate Existing R Commitment which is calculated on the basis of an
agreed Euro/USD exchange rate on 13 April 2010 (each term as referred to
in the schedule to this certificate). The Existing P Lender’s obligation to
transfer the Existing P Commitment to the New P Lender and the Existing R
Lender’s obligation to transfer the Existing R Commitment to the New R Lender,
will each be deemed to be satisfied by the other, in each case on the Effective
Date.


 


4.             The New P Lender confirms that it is bound by the
terms of the Additional Facility P Accession Agreement as if it were an
original party thereto as an Additional Facility P Lender and
shall acquire the same rights and assume the same obligations towards the other
parties to the
Additional Facility P Accession Agreement as would have been
acquired and assumed had the New P Lender been an original party to the Additional
Facility P Accession Agreement as an Additional Facility P
Lender.


 

















 


5.             The New R Lender confirms that it is bound by the
terms of the Additional Facility R Accession Agreement as if it were an
original party thereto as an Additional Facility R Lender and
shall acquire the same rights and assume the same obligations towards the other
parties to the
Additional Facility R Accession Agreement as would have been acquired
and assumed had the New R Lender been an original party to the Additional
Facility R Accession Agreement as an Additional Facility R
Lender.


 


6.             This certificate shall take effect on the date of this
certificate.


 


7.             For the purposes of this certificate, “Effective Date” means the date specified under the Facility
Agent’s name in the relevant signature page to this Novation Certificate.


 


8.             Each party to this document agrees, the Facility Agent
agrees on behalf of each Finance Party, and UPC Broadband Holding B.V. agrees
on behalf of each Obligor, that this document is a Novation Certificate
notwithstanding that its form is different to that required by the Credit
Agreement or any Additional Facility P Accession Agreement.


 


9.             This Novation Certificate is a Finance Document.


 


10.          This Novation Certificate may be
executed in any number of counterparts, and by each party on separate
counterparts.  Each counterpart is an
original, but all counterparts shall together constitute one and the same instrument.  Delivery of an executed counterpart signature
page of this Novation Certificate by e-mail (PDF) or telecopy shall be as
effective as delivery of a manually executed counterpart of this Novation
Certificate.


 


11.          This Novation Certificate and any non-contractual
obligations arising out of or in connection with it are governed by English
law.


 

















 


THE SCHEDULE


 


Rights and obligations to be
novated:


 


1.             EXISTING P LENDER


 


Existing P Commitment: [            ]


 


Assignee: New P Lender


 


2.             Existing
R Lender


 


Existing R Commitment: [            ]


 


Assignee: New
R Lender


 


[THE EXISTING P LENDER], as the Existing P
Lender


 


 


By:


Name:


Title:


 


UPC BROADBAND OPERATIONS B.V., as the New P
Lender


 


 


By:


Name:


Title:


 


UPC BROADBAND OPERATIONS B.V., as the
Existing R Lender


 


 


By:


Name:


Title:


 

















 


[THE NEW R LENDER], as the New R Lender


 


 


By:


Name:


Title:


 


UPC BROADBAND HOLDING B.V., as Obligors
agent


 


 


By:


Name:


Title:


 


TORONTO DOMINION (TEXAS) LLC, as Facility
Agent


 


 


By:


Name:


Title:


 


The Facility Agent confirms that the
Effective Date is the date on which it countersigns this Novation Certificate.


 

















 


SIGNATORIES


 


TORONTO DOMINION (TEXAS) LLC as Facility
Agent


 


By:         Authorized Signatory


 


 


TD BANK EUROPE LIMITED as Security Agent


 


By:         Authorized Signatory


 

















 


UPC BROADBAND HOLDING B.V.


 


By:         Authorized Signatory


 


By:         Authorized Signatory


 


 


UPC FINANCING PARTNERSHIP


 


By:         Authorized Signatory


 


By:         Authorized Signatory


 

















 


ADDITIONAL
FACILITY R LENDERS


 


 


UPC BROADBAND OPERATIONS B.V.


 


By: Authorized Signatory