EXHIBIT
4.1


 


EXECUTION VERSION


 


US$23,693,650 ADDITIONAL FACILITY T ACCESSION AGREEMENT


 


To:          The Bank of Nova Scotia as Facility Agent and TD Bank
Europe Limited as Security Agent


 


From:      The persons listed in Schedule 1 to this
Agreement (the Additional Facility T Lenders)


 


Date:    27 May 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 T means the US$1,047,879,353 term loan facility made
available under Additional Facility Accession Agreements dated 6 May 2009,
8 September 2009, 17 September 2009, 19 January 2010 and 20 April 2010
respectively.


 


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


 


Facility T means the US$23,693,650 term
loan facility made available under this Agreement.


 


Facility T Advance means a US dollar denominated
advance made to UPC Financing by the Additional Facility T Lenders under
Facility T.


 


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


 


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


 


Majority Facility T
Lenders means
Additional Facility T Lenders the aggregate of whose Facility T Commitments
exceeds 662/3 per
cent. of the aggregate of Facility T Commitments of all Additional Facility T
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 T 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 T
Lenders (the Effective Date).


 


5.             We, the Additional Facility T 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 T Lender (for the purpose of the definition of Additional
Facility Commitment in Clause 1.1 (Definitions) of the Credit Agreement) is its
Facility T Commitment.


 


7.             Any interest due in relation to Facility T 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 T shall be the
Effective Date.


 


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


 


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


 


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


 


11.           The Facility T Advances 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 T
will be the earlier of:


 


(a)           31 December 2016; and


 


(b)           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)
are currently scheduled to fall due, if on the Relevant Date, Bonds are
outstanding in an aggregate amount equal to or greater than €250,000,000.


 


13.           The outstanding Facility T Advances will be repaid in
full on the Final Maturity Date.


 


14.           The Margin in relation to Facility T is 3.50 per cent.
per annum.


 


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


 

















 


16.           (a)           It is the intention of the parties that the Existing
Facility T be upsized by the amount of this Facility T in accordance with
paragraph 16 of each Additional Facility Accession Agreement under which the
Existing Facility T is made available and that, on and from the first
Utilisation Date of this Facility T:


 


(i)            the Facility T Advance under this Agreement
will be consolidated with the outstanding Advance under the Existing Facility
T; and


 


(ii)           this Facility T, the Existing Facility T
and any other Facility T (as defined in any other Additional Facility T
Accession Agreement permitted under this paragraph and executed on or before
the date of this Agreement) shall constitute one single Additional Facility for
all purposes under the Credit Agreement.


 


(b)           Provided that any upsizing of Facility T permitted
under this paragraph will not breach any term of the Credit Agreement, Facility
T may be upsized by any amount, by the signing of one or more further
Additional Facility T Accession Agreements, that specify (along with the other
terms specified therein) UPC Financing as the sole Borrower and which specify
Additional Facility T Commitments denominated in US dollars, to be drawn in US
dollars, with the same Final Maturity Date and Margin as specified in this
Additional Facility T Accession Agreement.


 


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


 


(d)           Where any Facility T Advance has not
already been consolidated with any other Facility T Advance, on the last day of
any Interest Period for such Facility T Advance, that Facility T Advance will
be consolidated with any other Facility T Advance which has an Interest Period
ending on the same day as that Facility T Advance, and all such Facility T
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), 15.14 (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 T 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 T Lenders agrees that
without prejudice to Clause 26.3 (Procedure for novations) 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 T 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 T Lender.


 


21.           Each Additional Facility T 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 T.


 


22.           The Facility Office and address for notices of each
Additional Facility T Lender for the purposes of Clause 32.2 (Addresses
for notices) of the Credit Agreement will be that notified by each Additional
Facility T 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 T LENDERS AND COMMITMENTS


 


	
  Additional Facility T Lender

  	
   

  	
  Facility T Commitment

  (US$)

  	
   

  
	
  UPC
  Broadband Operations B.V.

  	
   

  	
  23,693,650

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  23,693,650

  	
   

  



 

















 


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 T and that such
obligations shall be owed to each Finance Party including the Additional
Facility T 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 T 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 T 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 T 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:          The Bank of Nova Scotia as Facility
Agent and UPC Financing as Borrower


 


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


 


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


 


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


 


(d)                                 the Additional Facility P
Accession Agreement; and


 


(e)                                  the US$23,693,650 Additional
Facility T Accession Agreement.


 


Terms defined
in the Credit Agreement or, if not defined in the Credit Agreement, the
Additional Facility P Accession Agreements, 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 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 T Lender) agrees to novate and [             ]
(the New T Lender) agrees to accept the
novation on the Effective Date of all the Existing T 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 T Commitment (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 T Lender’s
obligation to transfer the Existing T Commitment to the New T 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 Lender been an original party to the Additional
Facility P Accession Agreement as an Additional Facility P
Lender.


 

















 


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


 


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: US$[    ]


 


Assignee: New
P Lender


 


2.                                      Existing
T Lender


 


Existing T
Commitment: US$[    ]


 


Assignee:
New T 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 T Lender


 


 


	
  By:

  
	
  Name:

  
	
  Title:

  



 

















 


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


 


 


	
  By:

  
	
  Name:

  
	
  Title:

  



 


 


UPC BROADBAND
HOLDING B.V., as Obligors agent


 


 


	
  By:

  
	
  Name:

  
	
  Title:

  



 


 


THE BANK OF
NOVA SCOTIA, as Facility Agent


 


 


	
  By:

  
	
  Name:

  
	
  Title:

  
	
  Date:

  



 


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


 

















 


SIGNATORIES


 


	
  THE BANK OF NOVA SCOTIA 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 T LENDERS

  
	
   

  
	
   

  
	
  UPC BROADBAND OPERATIONS B.V.

  
	
   

  	
   

  
	
  By:

  	
  Authorized
  Signatory