Exhibit 4.18


 


	
  

  	
  CIBC World Markets plc

  Cottons Centre

  Cottons Lane

  London SE1 2QL

  United Kingdom

  
	
   

  	
   

  
	
   

  	
  Tel. +44(0)20 7234 6000

  
	
   

  	
  Fax. +44(0)20 7407 4127

  



 


31st October, 2003


 


To:          Tele2
Sverige AB


Skeppsbron 18


PO Box 2094, SE-103 13


Stockholm, Sweden


 


Dear Sirs


 


EUR 1,070,000,000 facility agreement for
Tele2 Sverige AB (the “Company”) dated 22nd August, 2001, made
between (among others) the Company and CIBC World Markets plc (as amended and
restated on 28th November, 2001, as further amended 20th
December, 2002 and as further amended on 3rd March, 2003) (the “Facility
Agreement”)


 


Terms defined in the Facility Agreement, unless otherwise defined in
this letter, have the same meaning in this letter.


 


2.             We refer to your request to amend certain
terms of the Facility Agreement and the Reorganisation Plan (as attached to
this letter as Appendix A) as set out in a letter from you to us dated 10th
October, 2003.


 


3.             You
have requested that the Reorganisation Plan be amended as follows:


 


(a)           the existing step 9 of the Reorganisation
Plan provides that Tele2 Holding AB will contribute its shares in SEC
Luxembourg SA to Tele2 Sverige AB in exchange for newly issued shares in Tele2
Sverige AB. It is requested that this transaction be amended such that Tele2
Holding AB will instead contribute its shares in SEC Luxembourg SA to Tele2
Sverige AB by way of an unconditional shareholders’ contribution for no
consideration; and


 


(b)           the Reorganisation Plan shall include two
new reorganization steps as set out in the “UK Group Restructuring Paper” dated
23rd September, 2003 attached to this letter as Appendix B. The new steps are
as follows:


 


(i)            the shares in Bethany Group Ltd currently
held by Tele2 Sverige AB will be contributed to a wholly owned subsidiary of
Tele2 Sverige AB incorporated in England and Wales which is a member of the
Borrower Group (“New UK Co”) in exchange for newly issued shares in New UK Co;
and


 


(ii)           Alpha Prepaid Ltd will sell its business to
Calling Card Company Ltd the consideration for which will correspond to the
fair market value of the transferred business.


 


CIBC World Markets plc. Registered in England
and Wales No 2733036


Registered Office: Cottons Centre, Cottons
Lane, London SE1 2QL


Regulated by FSA.


 

















 


Pursuant to Clause 18.26(a) of the Facility Agreement the steps set out
in the Reorganisation Plan may only be amended with the prior written approval
of the Majority Lenders.


 


4.             The “Effective
Date” for the purposes of this letter will be the date on which the
Agent has received the counterpart of this letter duly signed by you.


 


5.             The
Majority Lenders hereby agree that, with effect from the Effective Date:


 


(a)           the amendments to the Reorganisation Plan as
described in paragraph 3 above are approved (and, for the avoidance of doubt
Clause 18.26 (Borrower Group Reorganisation) of the Facility Agreement will
apply to the steps referred to in paragraph 3(b) above);


 


(b)           Clause 8.3 (Mandatory Prepayment from Excess
Cash Flow) will be amended to include the following new paragraph (b):


 


If


 


(i)            in respect of the financial year ending
31st December, 2003, the Borrower is not required to make a prepayment under
paragraph (a) above;


 


(ii)           any members of the Borrower Group make cash
distributions in accordance with Clause 18.15(b) utilising the Excess Cash Flow
for the financial year ending 31st December, 2003 (Relevant Distributions); and


 


(iii)          the aggregate amount of the Relevant
Distributions exceeds ([ILLEGIBLE] would by reason of any proposed Relevant
Distributions exceed) 50 per cent. of the Excess Cash Flow for the financial
year ending 31st December, 2003 (the amount of such excess being an Excess Distribution).


 


the Borrower shall prepay an amount of the outstanding Loans equals to
50 per cent. of each Excess Distribution within five Business Days after each
distribution which is (in whole or in part) an Excess Distribution.”


 


(c)           Clause 18.15(b)(iii) (Distributions) shall
be removed and replaced as follows:


 


“(iii)        the distribution, when aggregated with all
other distributions made since the delivery to the Agent of the most recent
relevant accounts, does not exceed 100 per cent. of Excess Cash Flow for the
financial year to which the relevant accounts relate, less:


 


(A)          any percentage of such Excess Cash Flow
required to be applied in prepayment under Clause 8.3 (Mandatory Prepayment
from Excess Cash Flow); and


 


any amount of such Excess Cash Flow used as contemplated by paragraph
(a) or (b) of the definition of Permitted Acquisition and investment or as
contemplated by Clause 18.13(c)(i) or (ii) (Reconstructions, acquisitions,
mergers and reorganizations); and”.


 


(d)           Paragraph (b) of Clause 8.3 (Mandatory
Prepayment from Excess Cash Flow) shall be re-designated as paragraph (c) and
paragraph (e) shall be re-designated as paragraph (d).


 

















 


(e)           the table in Clause 19.7 (Minimum Cumulative
EBITDA for Tele2 Russia Group) shall be removed and replaced as follows:


 




	
  “(1)

  Date

  	
   

  	
  (2)

  Tele2 Russia Cumulative

  EBITDA

  
	
  31st March, 2003

  	
   

  	
  minus 8,500,000

  
	
  30th June, 2003

  	
   

  	
  minus 8,500,000

  
	
  30th September, 2003

  	
   

  	
  minus 8,500,000

  
	
  31st December, 2003

  	
   

  	
  minus 15,000,000

  
	
  31st March, 2004

  	
   

  	
  minus 15,000,000

  
	
  30th June, 2004

  	
   

  	
  minus 8,500,000

  
	
  30th September, 2004

  	
   

  	
  minus 8,500,000

  
	
  31st December, 2004

  	
   

  	
  minus 8,500,000

  
	
  31st March, 2005

  	
   

  	
  Zero

  
	
  30th June, 2005

  	
   

  	
  9,400,000

  
	
  30th September, 2005

  	
   

  	
  17,500,000

  
	
  31st December, 2005

  	
   

  	
  28,200,000

  
	
  30th March, 2006

  	
   

  	
  40,600,000”

  






 


6.             You hereby acknowledge that except as
expressly provided herein, nothing contained in this letter shall be construed
as a waiver, variation or amendment of the provisions of the Finance Document
and the Finance Parties fully reserve all of their rights and remedies under
the Finance Documents.  Save to the
extent specifically provided in this letter, the Finance Documents remain in
full force and effect.


 


7.             This letter is a Finance Document and is
governed by English law.


 


8.             This letter may be signed in any number of
counterparts, and this has the same effect as if the signatures on the
counterparts were on a single copy of this letter.


 


9.             The Agent enters into this letter on
behalf of (and on the instructions of) the Majority Lenders in accordance with
Clause 27.2 (Amendments and Waivers) of the Facility Agreement.


 


Please indicate your acceptance of the terms of this letter by signing
and returning to us the enclosed copy of it.


 


	
  Yours faithfully,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ [ILLEGIBLE]

  	
   

  
	
  CIBC World Markets plc

  as Agent

  	
   

  



 


 


	
  Accepted and agreed this 31st day of October, 2003

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ [ILLEGIBLE]

  	
   

  
	
  Tele2 Sverige AB

  as Obligors’ Agent