Exhibit 4.8


 





 


EXECUTION VERSION


 


SUPPLEMENTAL
AGREEMENT


 


between


 


TELENET NV, THE GUARANTORS,
THE SECURITY PROVIDERS


 


and


 


THE BANK OF NOVA SCOTIA


as Facility Agent


 


relating to a facilities
agreement originally dated 1 August 2007, as amended from time to time and
most recently amended on 25 August 2009 between, amongst others, Telenet
NV (originally named Telenet BidCo NV) and 
The Bank of Nova Scotia (originally BNP Paribas and
then Toronto Dominion (Texas) LLC)  as Facility Agent


 


OCTOBER 2010


 

















 


CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  Clause

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Interpretation

  	
  1

  
	
  2.

  	
  Amendments

  	
  2

  
	
  3.

  	
  Representations and
  Warranties

  	
  2

  
	
  4.

  	
  Consents

  	
  3

  
	
  5.

  	
  Conditions Subsequent

  	
  3

  
	
  6.

  	
  Incorporation

  	
  3

  
	
  8.

  	
  Governing Law

  	
  4

  
	
   

  	
   

  	
   

  
	
  Schedule

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Conditions Precedent
  Documents

  	
  5

  
	
  2.

  	
  Security Providers

  	
  7

  
	
  3.

  	
  Signatories

  	
  8

  
	
   

  	
   

  
	
  Signatories

  	
  8

  



 

















 


THIS AGREEMENT is dated         October 2010


 


BETWEEN:


 


(1)           TELENET
NV, a company incorporated and existing under the laws of Belgium, having
its registered office at Liersesteenweg 4, 2800 Mechelen, registered under
number RPR 0473.416.418 (the Company);


 


(2)           THE
GUARANTORS named in Schedule 2 (the Guarantors);


 


(3)           THE
SECURITY PROVIDERS named in Schedule 2 (the Security Providers); and


 


(4)           THE BANK
OF NOVA SCOTIA as facility agent and on behalf of the other Finance Parties under and
as defined in the Credit Agreement defined below (the Facility
Agent).


 


BACKGROUND:


 


(A)          This Agreement is
supplemental to and amends a credit agreement originally dated 1 August 2007
between, amongst others, the Company and the Facility Agent (as amended from
time to time and most recently amended on 25 August 2009) (the Credit Agreement).


 


(B)           The Majority Lenders
(as defined in the Credit Agreement) have consented to the amendments to the
Credit Agreement contemplated by this Agreement.  Accordingly, the Facility Agent is authorised
to enter into this Agreement on behalf of the Finance Parties.


 


IT IS AGREED as follows:


 


1.                                      INTERPRETATION


 


1.1                               Definitions


 


(a)                                  In this Agreement:


 


Accession Agreements means:


 


(i)            The €1,470,529,219.80 Telenet Additional Facility G
Accession Agreement dated on or about the date of this Agreement between,
amongst others, Telenet International Finance S.A. and the Facility Agent;


 


(ii)           the €72,733,712.02 Telenet Additional Facility H Accession
Agreement dated on or about the date of this Agreement between, amongst others,
Telenet International Finance S.A. and the Facility Agent;


 


(iii)          the €39,017,133.08 Telenet Additional Facility I
Accession Agreement dated on or about the date of this Agreement between,
amongst others, Telenet International Finance S.A. and the Facility Agent;


 


(iv)          the €79,262,857.65 Telenet Additional Facility J
Accession Agreement dated on or about the date of this Agreement between,
amongst others, Telenet International Finance S.A. and the Facility Agent; and


 


(v)           the €158,000,000 Telenet Additional Facility K
Accession Agreement dated on or about the date of this Agreement between,
amongst others, Telenet International Finance S.A. and the Facility Agent.


 


1

















 


(vi)          the €208,457,077.45 Telenet Additional Facility L1
Accession Agreement dated on or about the date of this Agreement between,
amongst others, Telenet International Finance S.A. and the Facility Agent.


 


(vii)         the €90,000,000 Telenet Additional Facility L2
Accession Agreement dated on or about the date of this Agreement between,
amongst others, Telenet International Finance S.A. and the Facility Agent.


 


Effective Date means the date on
which the Facility Agent notifies the Company and the Lenders that it has
received all of the documents set out in Schedule 1 (Conditions Precedent
Documents) in form and substance satisfactory to it.


 


(b)                                Capitalised terms
defined in the Credit Agreement have, unless expressly defined in this
Agreement, the same meaning in this Agreement.


 


1.2                               Construction


 


The principles of construction set out in the Credit
Agreement will have effect as if set out in this Agreement.


 


2.                                      AMENDMENTS


 


The Credit Agreement will be amended from the
Effective Date in the following manner:


 


Clause 2.7(e)(ii) of the Credit Agreement will be
deleted in its entirety and replaced with the following:


 


“(ii)        either:


 


(A)         the average maturity
date of the Telenet Additional Facility (taking into account any scheduled
amortisation and any voluntary or mandatory cancellation which is anticipated
when the Telenet Additional Facility is arranged) is no earlier than 31 July 2017;
or


 


(B)          after giving effect to
the utilization in full of such Telenet Additional Facility the ratio of Net
Total Debt to Consolidated Annualised EBITDA would not be greater than 4:1.”


 


3.                                      REPRESENTATIONS
AND WARRANTIES


 


3.1                               Representations
and Warranties


 


The representations and warranties set out in this
Clause are made by each Obligor on the date of this Agreement to each Finance
Party.


 


3.2                               Powers
and Authority


 


It has the power to enter into and perform, and has
taken all necessary action to authorise the entry into and performance of this
Agreement and the transactions contemplated by this Agreement.


 


3.3                               Legal
Validity


 


Subject to any general principles of law limiting its
obligations and specifically referred to in any legal opinion delivered under
Schedule 1 (Conditions Precedent Documents), this
Agreement constitutes its legally binding, valid and enforceable obligation.


 


2

















 


3.4                               Non-Conflict


 


The entry into and performance by it of, and the
transactions contemplated by, this Agreement do not and will not conflict with:


 


(a)           in any material respect, any law or regulation
applicable to it; or


 


(b)           in any material respect, its constitutional documents;
or


 


(c)           any agreement or instrument to which it is a party or
is binding on any of its assets or binding upon any other member of the Group
or any other member of the Group’s assets, where such conflict would or is
reasonably likely to have a Material Adverse Effect.


 


3.5                               Authorisations


 


Subject to any general principles of law limiting its
obligations and specifically referred to in any legal opinion delivered under
Schedule 1 (Conditions Precedent Documents) of the
Credit Agreement, all material and necessary authorisations, registrations,
consents, approvals, licences, and filings required by it in connection with
the entry into, performance, validity and enforceability of, and the
transactions contemplated by, this Agreement have been obtained or effected (as
appropriate) and are validly existing.


 


4.                                      CONSENTS


 


(a)           Each Obligor agrees to the amendment of the Credit
Agreement as contemplated by this Agreement; and


 


(b)           with effect from the
Effective Date, each Obligor and each Security Provider confirms that any
guarantee or security given by it or created under a Finance Document will:


 


(i)            continue in full force
and effect; and


 


(ii)           extend to the liabilities and obligations of the
Obligors to the Finance Parties under the Finance Documents as amended by this
Agreement.


 


5.                                      CONDITIONS
SUBSEQUENT


 


The Company shall procure that Telenet Vlaanderen NV
provides, by no later than 5 November  2010, a copy of a board resolution
ratifying the terms of, and the transactions contemplated by, the Accession
Agreements and this Agreement.


 


6.                                      INCORPORATION


 


(a)                                  This Agreement and the
Credit Agreement, as amended by this Agreement is a Finance Document.


 


(b)                                 The Credit Agreement
and this Agreement will, from the Effective Date, be read and construed as one
document.


 


(c)                                  Except as otherwise
provided in this Agreement, the Finance Documents remain in full force and
effect.


 


7.                                      COUNTERPARTS


 


This Agreement may be executed in any number of
counterparts and this shall have the same effect as if the signatures on the
counterparts were on a single copy of this Agreement.


 


3

















 


8.                                      GOVERNING
LAW


 


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


 


THIS AGREEMENT has been entered into on the date stated at
the beginning of this Agreement.


 


4
















 


SCHEDULE
1


 


CONDITIONS
PRECEDENT DOCUMENTS


 


1.                                      A copy of the most
recent Articles of Association of each Obligor and each Security Provider.


 


2.                                      A specimen of the
signature of each person authorised on behalf of each Obligor and each Security
Provider to sign this Agreement.


 


3.                                      A copy of the
resolution of board of directors of each Obligor and each Security Provider
(except for Telenet Vlaanderen NV) approving the terms of, and the transactions
contemplated by, this Agreement.


 


4.                                      A certificate of an
authorised signatory of each Obligor certifying that each copy document
specified in this Schedule is correct, complete and in full force and effect as
at a date no earlier than the date of this Agreement.


 


5.                                      An excerpt from the
Luxembourg Trade and Companies Register in respect of an additional Luxembourg
Obligor or any equivalent document considered acceptable by the Facility Agent.


 


6.                                      A negative certificate
(certificate de non-inscription d’une decision
judicaire) issued by the Luxembourg Trade and Companies register in
respect of an additional Luxembourg Obligor or any equivalent certification
considered acceptable by the Facility Agent.


 


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


 


8.                                      A legal opinion of
Allen & Overy LLP, Belgium legal advisers to the Facility Agent,
addressed to the Finance Parties.


 


9.                                      A legal opinion of
Allen & Overy Luxembourg, Luxembourg legal advisers to the Facility
Agent, addressed to the Finance Parties.


 


5

















 


SCHEDULE
2


 


GUARANTORS


 


Name


 


Telenet NV


 


Telenet International Finance S.A.


 


6

















 


SCHEDULE 3


 


SECURITY
PROVIDERS


 


Name


 


Telenet NV


 


Telenet Group Holding NV


 


Telenet Vlaanderen NV


 


Telenet International Finance S.A.


 


7

















 


SIGNATORIES


 




	
  The Company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TELENET NV

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title: by power of attorney

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Guarantors

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TELENET NV

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title: by power of attorney

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TELENET INTERNATIONAL FINANCE S.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Security Providers

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TELENET NV

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title: by power of attorney

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TELENET GROUP HOLDING NV

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title: by power of attorney

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TELENET VLAANDEREN NV

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: Authorized Signatory

  	
   

  	
  By: Authorized Signatory

  
	
   

  	
   

  	
   

  
	
  Title: Director

  	
   

  	
  Title: Director

  






 


8

















 




	
  TELENET INTERNATIONAL FINANCE S.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Facility Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE BANK OF NOVA SCOTIA

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: Authorized
  Signatory

  	
   

  	
   

  






 


9