Exhibit 4.5


 


EXECUTION VERSION


 


TELENET
ADDITIONAL FACILITY K ACCESSION AGREEMENT


 


TERM
LOAN K FACILITY


 




	
  To:

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

  
	
   

  	
   

  
	
  From:

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


 


Telenet
Additional Facility K Lender
means each of the lenders under Term Loan K 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 D Facility Term means the Term which is current, at the Effective
Date, in respect of the outstanding Loan under Term Loan D Facility.


 


Term Loan D Facility means the €452,766,287.98 term loan facility made
available under the Telenet Additional Facility Accession Agreement dated 25 August 2009
(the Telenet Additional Facility D Accession Agreement).


 


Term
Loan H Facility means
the €72,733,712.02 Telenet Additional Facility.


 


Term Loan K Facility means the €158,000,000 term loan facility made
available by the Telenet Additional Facility K Lenders under this Agreement.


 


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


 


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


 


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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 2.7 (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 K 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 K Facility Lenders (the Effective Date).


 


5.             We,
the Telenet Additional Facility K 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 K 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 K Facility Commitment.


 


7.             Any
interest due in relation to the Term Loan K 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 K Facility shall be from the date of this
Agreement up to and including the Effective Date.


 


9.             The
Term Loan K Facility may be drawn by one Loan and no more than one Request may
be made in respect of the Term Loan K 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 underthe 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 K 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 D FacilityTerm.The second Term to
apply to the Term Loan K Facility Loan will be equal to the Term under the Term
Loan D Facility that will commence immediately following the end of the Term
Loan D Facility Term.


 


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


 


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


 


14.           The
Final Maturity Date in respect of this Term Loan K Facility will be 31 December 2014.


 


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


 


16.           The
Margin in relation to the Term Loan K Facility is 3.00 per cent. per annum.


 


17.           The
Borrower in relation to the Term Loan K 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, registeredwith the Luxembourg
Register of Commerce and Companies under number B-155066.


 


18.           (a)           Provided that any upsizing of the Term Loan K Facility
permitted under this paragraph will not breach any term of the Credit
Agreement, Term Loan K Facility may be upsized by any amount, by the signing of
one or more further Term Loan K 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 K 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 K Lender
and Term Loan K Facility Loans shall include Lenders and Loans made under any
such further Term Loan K Facility.


 


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


 


3

















 


which has a Term ending on the same day as that
Term Loan K Facility Loan, and all such Term Loan K 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 K Facility and that such obligations shall be owed to each
Finance Party including the Telenet Additional Facility K Lenders.


 


21.           Each
Telenet Additional Facility K 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 K 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 K Facility.


 


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


 


24.           For the purposes of the
Term Loan K Facility and any Term Loan K 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


 


5

















 


(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 FinanceParties 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 


 


6

















 


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.


 


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SCHEDULE
1


 


TELENET
ADDITIONAL FACILITY K LENDERS AND TERM LOAN K FACILITY COMMITMENTS


 


	
  Telenet Additional Facility K Lender

  	
   

  	
  Term Loan K 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

  	
   

  	
  158,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  158,000,000

  	
   

  



 


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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 K 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

  	
   

  	
   

  



 


11

















 


	
  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 K LENDERS


 


 


TELENET LUXEMBOURG FINANCE
CENTER S.A.


 


	
  By: Authorized Signatory

  	
   

  	
   

  



 


13