Exhibit 4.2


 


EXECUTION VERSION


 


TELENET
ADDITIONAL FACILITY H ACCESSION AGREEMENT


 


TERM
LOAN H FACILITY


 


To:          The Bank of Nova Scotia as Facility Agent and KBC Bank NV as Security
Agent


 


From:      The Telenet Additional Facility H Lenders (as defined below)


 


	
   

  	
  Date:

  	
  October 2010

  



 


TELENET NV - €2,300,000,000
Credit Agreement

dated 1 August 2007, as
amended from time to time (the
Credit Agreement)


 


1.             In this Agreement:


 


Majority Term Loan H
Facility Lenders means
Telenet Additional Facility H Lenders, the aggregate of whose Term Loan H
Facility Commitments exceeds two thirds of the aggregate of the Term Loan H
Facility Commitments of all Telenet Additional Facility H Lenders.


 


Telenet
Additional Facility H Lender
means each of the lenders under Term Loan H Facility (as listed in Schedule 1
of the counterpart of this Agreement).


 


Term Loan A Facility means the €530,000,000 term loan facility made
available under the Credit Agreement.


 


Term Loan A Facility Term means the Term which is current, at the Effective
Date, in respect of the outstanding Loan under Term Loan A Facility.


 


Term Loan D Facility means the €452,766,287.98 Telenet Additional
Facility.


 


Term Loan H Facility means the €72,733,712.02 term loan facility made
available by the Telenet Additional Facility H Lenders under this Agreement.


 


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


 


Term Loan H Facility Loan means a euro denominated loan made to Telenet
International Finance S.A. by the Telenet Additional Facility H Lenders under
the Term Loan H Facility.


 


Term Loan K Facility means the €158,000,000 Telenet Additional Facility.


 


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 


 


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the
Credit Agreement apply to this Agreement as though they were set out in full in
this Agreement.


 


3.             We refer to Clause 2.7 (Telenet Additional
Facility) of the Credit Agreement.


 


4.             This Agreement will take effect on the date on which
the Facility Agent notifies the Borrower and the Telenet Additional Facility H
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 Majority Term Loan H Facility Lenders (the Effective Date).


 


5.             We, the Telenet Additional Facility H Lenders, agree:


 


(a)                                  to become party to and to be bound by the terms of the
Credit Agreement as Lenders in accordance with Clause 2.7 (Telenet
Additional Facility) of the Credit Agreement; and


 


(b)                                 to become party to the Intercreditor Agreement as
Lenders and to observe, perform and be bound by the terms and provisions of the
Intercreditor Agreement in the capacity as Lenders in accordance with Clause
20.3 (Transfers by Finance Parties) of the Intercreditor Agreement.


 


6.             The Telenet Additional Facility Commitment in relation
to a Telenet Additional Facility H Lender (for the purpose of the definition of
Telenet Additional Facility Commitment in Clause 1.1 (Definitions) of the
Credit Agreement) is its Term Loan H Facility Commitment.


 


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


 


8.             The Availability Period for the Term Loan H Facility
shall be from the date of this Agreement up to and including the Effective
Date.


 


9.             The Term Loan H Facility may be drawn by one Loan and
no more than one Request may be made in respect of the Term Loan H Facility
under the Credit Agreement.


 


10.           If, at any time, there are no Lenders under the Term
Loan A Facility other than Lenders who are Affiliates of the Borrower, the
Borrower must promptly and irrevocably prepay (pursuant to Clause 7.6 Voluntary
prepayment) all outstanding Loans and other amounts and permanently cancel any
available Commitment under the Term Loan A Facility.


 


11.           (a)           If
any amount is to be applied in mandatory prepayment of the Facilities in
accordance with clause 7.3 (Mandatory prepayment from disposal proceeds) of the
Credit Agreement; and


 


(b)           if the Borrower wishes to allocate a portion of such amount to prepay
any of the Term Loan D Facility, the Term Loan H Facility, the Term Loan K
Facility or any other Telenet Additional Facility which may be offered to
Lenders under the same facilities in substitution for those Facilities and only
those Facilities (each a Substitution Facility)
(in accordance with Clause 7.5(a)(i) (Order of application) of the Credit
Agreement,


 


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then, the Borrower
must apply the amount of the relevant prepayment, in a manner which is pro rata
to the amount of the Lenders’ participation in the those facilities, against
outstanding Loans under the Term Loan D Facility, the Term Loan H Facility, the
Term Loan K Facility and any Substitution Facility (the Prepayment
Facilities). In respect of any amount (an Affiliate
Lender Prepayment Amount), applied by the Borrower in prepayment of
the participation of a Lender under the Prepayment Facilities who is an
Affiliate of the Borrower, the Borrower shall pay an amount equal any Affiliate
Lender Prepayment Amount to the Lenders under the Prepayment Facilities who are
not Affiliates of the Borrower, pro-rata to those Lenders’ participations in
the Prepayment Facilities.


 


12.           (a)           The
first Term to apply to the Term Loan H Facility Loan will be a period equal to
the period running from the Effective Date up to and including the last day of
the Term Loan A Facility Term.  The
second Term to apply to the Term Loan H Facility Loan will be equal to the Term
under the Term Loan A Facility that will commence immediately following the end
of the Term Loan A Facility Term.


 


(b)           In respect of the first Term to apply to the Term Loan H Facility Loan
only, EURIBOR shall mean the EURIBOR rate as determined in respect of the Term
Loan A Facility Term.  In respect of the
second Term to apply to the Term Loan H Facility Loan only, EURIBOR shall mean
the EURIBOR rate as determined in respect of the Term under the Term Loan A
Facility that shall commence immediately following the end of the Term Loan A
Facility Term.


 


13.           The Term Loan H Facility Loan will be used for general
corporate purposes.


 


14.           The Final Maturity Date in respect of this Term Loan H
Facility will be 1 August 2012.


 


15.           The outstanding Term Loan H Facility Loan will be
repaid in full on the Final Maturity Date.


 


16.           The Margin in relation to the Term Loan H Facility is
2.25 per cent. per annum.


 


17.           The Borrower in relation to the Term Loan H Facility
is Telenet International Finance S.A., a public limited liability company (société anonyme) with registered office at
65 Boulevard Grande-Duchesse Charlotte, L-1331 Luxembourg, registered with the
Luxembourg Register of Commerce and Companies under number B-155066.


 


18.           (a)                                  Provided that any upsizing of the Term Loan H Facility permitted under
this paragraph will not breach any term of the Credit Agreement, Term Loan H
Facility may be upsized by any amount, by the signing of one or more further
Term Loan H Facility Accession Agreements, that specify (along with the other
terms specified therein) Telenet International Finance S.A. as the sole
Borrower and which specify Term Loan H Facility Commitments denominated in
euros, to be drawn in euros, with the same Final Maturity Date and Margin as
specified in this Telenet Additional Facility Accession Agreement.


 


(b)           For the purposes of this paragraph 18 (unless otherwise specified),
references to each  Telenet Additional Facility H Lender
and Term Loan H Facility Loans shall include Lenders and Loans made under any
such further Term Loan H Facility.


 


(c)          Where any Term Loan H Facility Loan has not already been consolidated
with any other Term Loan H Facility Loan, on the last day of any Term for such
Term Loan H Facility Loan, that Term Loan H Facility Loan will be consolidated
with any other


 


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which has a Term ending on the same day as that
Term Loan H Facility Loan, and all such Term Loan H Facility Loans will then be
treated as one Loan.


 


19.           The Borrower confirms, on behalf of itself and each
other Obligor, that the representations and warranties set out in Clause 16
(Representations and Warranties) of the Credit Agreement (except for Clauses
16.7 (Authorisations), 16.9 (No material adverse change), 16.10 (Litigation and
insolvency proceedings), 16.11 (Business Plan), 16.12 (No misleading
information), 16.13 (Tax Liabilities), 16.14 (Security Interests), 16.17
(Ownership of assets), and 16.19 (ERISA)) 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.


 


20.           Each of the Guarantors confirm that its obligations
under Clause 15 (Guarantee and Indemnity) of the Credit Agreement and each of
the Existing Security Providers confirms that the Security Interests created
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 Term Loan H Facility and that
such obligations shall be owed to each Finance Party including the Telenet
Additional Facility H Lenders.


 


21.           Each Telenet Additional Facility H 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 Telenet
Additional Facility Commitment is in force.


 


22.           Each Telenet Additional Facility H Lender and the
Facility Agent agrees to waive the notice period in respect of drawdown
requests under Clause 5.1 (Giving of Request) of the Credit Agreement in
respect of this Term Loan H Facility.


 


23.           The Facility Office and address for notices of each
Telenet Additional Facility H Lender for the purposes of Clause 33.2
(Contact details) of the Credit Agreement will be that notified by each Telenet
Additional Facility H Lender to the Facility Agent.


 


24.           For the purposes of the Term Loan H Facility
and any Term Loan H Facility Loan, and notwithstanding any provision of a
Finance Document to the contrary:


 


(a)           The following defined terms shall have the
following meanings in the Finance Documents:


 


Luxembourg means the Grand Duchy
of Luxembourg;


 


Luxembourg
Guarantor means a Guarantor incorporated in Luxembourg; and


 


Luxembourg
Obligor means an Obligor incorporated in Luxembourg.


 


(b)           Where they relate to a Luxembourg company,
references in the Finance Documents to:


 


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(i)            a winding-up,
administration or dissolution includes,
without limitation, bankruptcy (faillite),
insolvency, voluntary or judicial liquidation (liquidation
volontaire ou judiciaire), composition with creditors (concordat préventif de faillite), reprieve
from payment (sursis de paiement),
controlled management (gestion contrôlée),
fraudulent conveyance (actio pauliana),
general settlement with creditors, reorganisation or similar laws affecting the
rights of creditors generally;


 


(ii)           a receiver,
administrative receiver, administrator or the like includes, without
limitation, a juge délégué, commissaire,
juge-commissaire, liquidateur or curateur;


 


(iii)          a security
interest includes any hypothèque,
nantissement, gage, privilege, sûreté réelle, droit de rétention and
any type of real security or agreement or arrangement having a similar effect
and any transfer of title by way of security; and


 


(iv)          a person being unable to pay its debts includes that person being in a state
of cessation of payments (cessation de
paiements).


 


(c)           Any guarantee given by any Luxembourg Guarantor
does not constitute a suretyship (cautionnement)
in the sense of articles 2011 and subsequent of the Luxembourg civil code.


 


(d)           The maximum liability of any Luxembourg
Guarantor under the Finance Documents shall be limited so that the maximum
amount payable by the relevant Luxembourg Guarantor for the obligations of any
Obligor, which is not a direct or indirect Subsidiary of such Luxembourg
Guarantor, hereunder shall at no time exceed the Maximum Amount.


 


Maximum Amount of any Luxembourg
Guarantor means the sum of an amount equal to the aggregate (without duplication)
of:


 


(A)          all moneys received by that Luxembourg
Guarantor or direct or indirect Subsidiaries of that Luxembourg Guarantor
(which are direct or indirect Subsidiaries of that Luxembourg Guarantor on the
date hereof or which will be direct of indirect Subsidiaries of that Luxembourg
Guarantor hereafter) as borrower under or pursuant to the Finance Documents;
and


 


(B)           the aggregate amount of the outstanding
intercompany loans made to the Luxembourg Guarantor or direct or indirect
Subsidiaries of that Luxembourg Guarantor (which are direct or indirect
Subsidiaries of that Luxembourg Guarantor on the date hereof or which will be
direct or indirect Subsidiaries of that Luxembourg Guarantor hereafter) by
other members of the Group which have been funded with moneys received by the
Borrowers under the Finance Documents (the Loan
Amount); and


 


(C)           an amount equal to 95% of the greater of:


 


(I)            the market value of the
assets of the Luxembourg Guarantor at the time the guarantee is called less the
Liabilities, other than the Loan Amount, at the time the guarantee is called;
and


 


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(II)           the market value of the
assets of the Luxembourg Guarantor at the date of this Agreement less the
Liabilities, other than the Loan Amount, at the time the guarantee is called.


 


Liabilities means all existing
liabilities (other than any liabilities owed to the direct or indirect
shareholders of the Luxembourg Guarantor) incurred, from time to time, by the
Luxembourg Guarantor and as reflected, from time to time, in the books of the
Luxembourg Guarantor.


 


If the Parties fail to reach an agreement as to the
market value of the assets as referred to under paragraph (C) above, such
market value shall be determined, at the sole costs of the Luxembourg
Guarantor, by (1) an independent investment bank appointed for this
purpose by the Finance Parties or (2) a Luxembourg réviseur d’entreprises appointed upon the
request of any of the Finance Parties.


 


(e)        Telenet International Finance S.A. hereby
expressly accepts and confirms, for the purposes of articles 1281 and 1278 of
the Luxembourg civil code, that notwithstanding any assignment, transfer and/or
novation permitted under, and made in accordance with the provisions of this
Agreement or the Finance Documents, the guarantee given by it guarantees all
obligations of each Luxembourg Obligor (including without limitation, all
obligations with respect to all rights and/or obligations so assigned,
transferred or novated) and any security created under this Agreement or the
Finance Documents shall be preserved for the benefit of any New Lender and each
Luxembourg Obligor hereby accepts and confirms the aforementioned.


 


(f)         Qualifying Lender means a Lender which
is not an individual or a residual entity within the meaning of the Luxembourg
laws implementing the European Council Directive 2003/48/EC of 3 June 2003
(the “EU SD”) on taxation of
savings income in the form of interest payments, including notably the
Luxembourg laws of 21 June 2005 implementing under Luxembourg law the EU
SD and the Luxembourg law of 23 December 2005 creating a final withholding
tax on certain income deriving from savings, and any entity which may fall
within the scope of the EU SD as it may be amended from time to time.


 


25.           Without prejudice to clause 11.7 (Value added taxes)
of the Credit Agreement, each Party agrees that in accordance with clause 11.7
(Value added taxes) of the Credit Agreement, any amount payable under a Finance
Document by an Obligor is exclusive of any value added tax or any other Tax of
a similar nature which might be chargeable in connection with that amount. If
any such Tax is chargeable, the Obligor must pay to the Finance Party (in
addition to and at the same time as paying the amount due under a Finance
Document by an Obligor) an amount equal to the amount of that Tax (the Finance
Party must provide an appropriate VAT invoice to the Obligor in the time frame
foreseen by the Luxembourg VAT law) or, where applicable, directly account for
such VAT at the appropriate rate under the reverse charge procedure provided
for by the Council Directive 2006/112/EC on the common system of value added
tax, as amended, and any relevant VAT provision of the jurisdiction in which
the Obligor receives such supply.


 


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


 


27.           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 


 


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of this Agreement by e-mail (PDF) or telecopy shall
be as effective as delivery of a manually executed counterpart of this
Agreement.


 


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SCHEDULE
1


 


TELENET
ADDITIONAL FACILITY H LENDERS AND TERM LOAN H FACILITY COMMITMENTS


 


	
  Telenet Additional Facility H Lender

  	
   

  	
  Term Loan H Facility

  Commitment

  (€)

  	
   

  
	
  Telenet Luxembourg Finance Center S.A., a public limited liability
  company (société anonyme) incorporated under
  the laws of the Grand Duchy of Luxembourg with its registered office at 65,
  boulevard Grande-Duchesse Charlotte, L-1331 Luxembourg, Grand Duchy of
  Luxembourg and registered with the Luxembourg trade and companies register
  under number B.155088

  	
   

  	
  72,733,712.02

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  72,733,712.02

  	
   

  



 


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SCHEDULE
2


 


CONDITIONS
PRECEDENT DOCUMENTS


 


1.             Obligors


 


(a)           An Accession Agreement duly executed by (amongst others) the Company and
the Borrower.


 


(b)           A copy of the articles of association of each Obligor and each Existing
Security Provider.


 


(c)           A copy of a resolution of the board of directors of each Obligor and
each Existing Security Provider (except for Telenet Vlaanderen NV) approving
the terms of, and the transactions contemplated by, this Agreement and any
other Finance Documents to which it is, or will become, a party.


 


(d)           A specimen of the signature of each person authorised on behalf of an
Obligor and each Existing Security Provider to execute or witness the execution
of this Agreement and any other Finance Document or to sign or send any
document or notice in connection with this Agreement and any other Finance
Document.


 


(e)           An up-to-date extract from the Luxembourg Trade and Companies Register
in respect of the Borrower or, to the extent the Borrower is not registered
with the Luxembourg Trade and Companies Register, a certificate from a notary
residing in Luxembourg.


 


(f)            A up-to-date negative certificate (certificat de
non-inscription d’une decision judicaire) issued by the Luxembourg
Trade and Companies register in respect of the Borrower or, to the extent the
Borrower is not registered with the Luxembourg Trade and Companies Register, a
certificate on solvency of an authorised signatory of the Borrower.


 


(g)           A copy of the minutes of the shareholders’ meeting of each Belgian
Obligor and each Belgian Existing Security Provider (except for Telenet Group
Holding NV):


 


(i)            approving for the purposes of article 556 of the Belgian Companies Act,
the terms of and transactions contemplated by this Agreement; and


 


(ii)           authorising named persons to fulfil the formalities with the Registry of
the Commercial Court of the registered office of such Obligor or Existing
Security Provider following the decision taken in accordance with the above.


 


(h)           A certificate of an authorised signatory of the Borrower:


 


(i)            confirming that utilising the Total Commitments (including the Term Loan
H Facility Commitments) in full would not breach any limit binding on any
Obligor; and


 


(ii)           certifying that each copy document specified in this Schedule 2 is
correct, complete and in full force and effect as at a date no earlier than the
date of this Agreement.


 


(i)            A copy of the latest audited accounts of the Borrower.


 


(j)            Evidence that the agent of the Borrower under the Finance Documents for
service of process in England has accepted its appointment.


 


9

















 


(k)           Evidence required by the Finance Parties for the purpose of any
applicable money laundering regulations.


 


2.             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, Belgian legal advisers to
the Facility Agent, addressed to the Finance Parties.


 


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


 


3.             Other documents


 


(a)           A pledge agreement in respect of 100% of the shares in the Borrower.


 


(b)           A pledge agreement over the receivables between the Borrower and the
Company.


 


(c)           A pledge agreement over the bank accounts of the Borrower.


 


(d)           Such documentation and other evidence as is reasonably requested by any
Finance Party, in order for such Finance Party to be satisfied it has complied
with all necessary “know your customer” or other similar checks under all applicable
laws and regulations.


 


(e)           An accession deed to the deed of renunciation and restriction entered
into on the same date of this Agreement by Telenet Luxembourg Finance Center
S.A..


 


(f)            The Facility Agent instruction letter entered into on the date of this
Agreement between Telenet International Finance S.A., Telenet Luxembourg
Finance Center S.A. and the Facility Agent.


 


(g)           The netting agreement entered into on the date of this Agreement between
Telenet International Finance S.A., Telenet NV and Telenet Luxembourg Finance
Center S.A..


 


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SIGNATORIES


 


	
  AGENTS

  	
   

  
	
   

  	
   

  
	
  THE BANK OF NOVA SCOTIA as Facility Agent

  	
   

  
	
   

  	
   

  
	
  By: Authorized Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  KBC BANK NV as Security Agent

  	
   

  
	
   

  	
   

  
	
  By: Authorized Signatory

  	
   

  



 


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  BORROWER

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TELENET INTERNATIONAL FINANCE S.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GUARANTORS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TELENET NV

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title: by power of attorney

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TELENET INTERNATIONAL FINANCE S.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXISTING 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

  



 


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TELENET ADDITIONAL FACILITY H LENDERS


 


 


TELENET LUXEMBOURG FINANCE
CENTER S.A.


 


By: Authorized Signatory


 


13