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Exhibit 4.19    
    


 
 

AMENDMENT AGREEMENT  
  


DATED 20th DECEMBER, 2002  


 TELE2 SVERIGE AB  


 as Borrower  


 TELE2 HOLDING AB  


 THE SECURITY PROVIDERS  


 THE ORIGINAL CROSS-GUARANTORS  


 THE ADDITIONAL GUARANTORS  


 TELE2 AB (publ)  


 ABN AMRO BANK N.V.

CIBC WORLD MARKETS PLC

ING BANK N.V.

NORDEA MARKETS (acting through NORDEA BANK SWEDEN AB (publ))

THE ROYAL BANK OF SCOTLAND plc

and

WESTLB AG, London Branch

as Mandated Lead Arrangers  


 THE LENDERS  


 NORDEA BANK SWEDEN AB (publ)

as Security Agent  


 And  


 CIBC WORLD MARKETS PLC

as Agent  




 relating to the EUR 1,120,000,000 term loan and

revolving credit facility dated 22nd August, 2001

(as amended and restated on 28th November, 2001)  




ALLEN & OVERY  


London 





 
 

CONTENTS    
    



	Clause
 
	 
	 	 
	 	Page
 

	1.	Interpretation	 	3
	2.	Amendments	 	4
	3.	Waiver	 	4
	4.	Confirmation	 	4
	5.	SEC as Borrower	 	5
	6.	Representations and Warranties	 	5
	7.	Conditions Subsequent	 	5
	8.	Incorporation	 	5
	9.	Miscellaneous	 	5
	10.	Counterparts	 	5
	11.	Fee	 	5
	12.	Governing Law	 	6
	
Schedule	

 	
 	

 	
 	

 
	

1.	

Conditions Precedent	
 	

7
	2.	Guarantors and Lenders	 	8
	 	Part 1	 	Original Cross-Guarantors	 	8
	 	Part 2	 	Additional Guarantors	 	8
	 	Part 3	 	Lenders	 	8
	3.	Amendments to the Facility Agreement	 	9
	

Signatories to the Amendment Agreement	
 	

12
	
Annex	

 	
 	

 	
 	

 
	

1.	

Reorganisation Plan	
 	

 
	2.	Borrower Group Structure	 	 
	 	Part 1	 	Borrower Group Structure—Pre Reorganisation	 	 
	 	Part 2	 	Borrower Group Structure—Post Reorganisation	 	 







 

THIS AMENDMENT AGREEMENT is dated 20th December, 2002 between: 


	(1)
	TELE2 SVERIGE AB (a company incorporated under the laws of Sweden) of P.O. Box 62, S-164 94 Kista, Sweden (corporate
identity number 556267-5164) (the Borrower);



	(2)
	KINNEVIK TELECOMMUNICATIONS INTERNATIONAL S.A., TELE2 DENMARK HOLDING AB, TELE2 NORGE HOLDING AB, NETCOM LUXEMBOURG S.A., NETCOM LUXEMBOURG HOLDING
AB and SOCIÉTÉ EUROPÉENNE DE COMMUNICATION (IRELAND) LIMITED (in this capacity,
each a Security Provider and together, the Security Providers);



	(3)
	TELE2 HOLDING AB (a company incorporated under the laws of Sweden) of P.O. Box 62, S-164 94 Kista, Stockholm, Sweden
(corporate identity number 5566579-7700) (Tele2 Holding);



	(4)
	THE ORIGINAL CROSS-GUARANTORS identified as such in Part 1 of Schedule 2 to this Agreement (in this capacity, each an  Original Cross-Guarantor and together, the Original Cross-Guarantors);



	(5)
	THE ADDITIONAL GUARANTORS identified as such in Part 2 of Schedule 2 to this Agreement (in this capacity, each an  Additional Guarantor and together, the Additional Guarantors);




	(6)
	TELE2 AB (publ) (a company incorporated under the laws of Sweden) of P.O. Box 2094, S-103 13, Stockholm, Sweden
(corporate identity number 556410-8917) (the Parent);



	(7)
	ABN AMRO BANK N.V., CIBC WORLD MARKETS PLC, ING BANK N.V., NORDEA MARKETS (acting through NORDEA BANK SWEDEN AB (PUBL)), THE ROYAL BANK OF SCOTLAND
plc and WESTLB AG, LONDON BRANCH, (in this capacity, each a Mandated Lead
Arranger and together, the Mandated Lead Arrangers);



	(8)
	LENDERS identified as such in Part 3 of Schedule 2 to this Agreement (each a  Lender and together,
 the Lenders);



	(9)
	NORDEA BANK SWEDEN AB (publ) of Smålandsgatan 17, S-105 71 Stockholm, Sweden as security agent (in this
capacity, the Security Agent); and



	(10)
	CIBC WORLD MARKETS PLC as agent (in this capacity, the Agent). 





BACKGROUND


	(A)
	Under
the terms of a Facility Agreement dated 22nd August, 2001 (as amended and restated on 28th November, 2001) made between, inter
alia, Tele2 Sverige AB, SEC (as defined below), the Mandated Lead Arrangers and the Lenders, the Lenders agreed to make available to the Borrowers certain term loan facilities
and a revolving credit facility (the Facility Agreement).



	(B)
	This
Agreement sets out the terms upon which the Facility Agreement is to be further amended. 



IT IS AGREED as follows: 


	1.
	INTERPRETATION


 
	1.1
	 Definitions



In
this Agreement: 


Amendment Effective Time has the meaning given to it in Clause 2(b) (Amendments). 



First Amendment Agreement means the amendment and restatement agreement dated 28th November, 2001 entered into in connection with the Facility
Agreement. 


Obligor means each party to this Agreement (except the Lenders, the Mandated Lead Arrangers, the Security Agent and the Agent). 


Reorganisation Plan means the steps set out in the paper from PriceWaterhouse Coopers (the form of which is set out in Annex 1 to this Agreement),
pursuant to which the Borrower Group will be reorganised. 


SEC means S.E.C. Luxembourg S.A. 



3





 




	1.2
	Construction



	(a)
	Capitalised
terms not otherwise defined in this Agreement have the meanings given to them in the Facility Agreement.



	(b)
	Terms
defined in the Recitals hereto have the same meaning when used in this Agreement.



	(c)
	Clause 1.2
of the Facility Agreement is deemed to be set out in full in this Agreement but as if references to the Facility Agreement were references to this Agreement.



	2.
	AMENDMENTS



	(a)
	With
effect on and from the Amendment Effective Time, the Facility Agreement shall be amended in the manner set out in Schedule 3 Part I (Amendments to the Facility
Agreement).



	(b)
	The
Amendment Effective Time will be the time at which the Agent notifies the Borrower and the Lenders that it has received all of the documents set out in Schedule 1
(Conditions precedent to amendment effective time) in form and substance satisfactory to the Agent. Subject to paragraph (c) below, the Agent must give this notification as soon as reasonably
practicable.



	(c)
	The
Facility Agreement will not be amended by this Agreement unless the Amendment Effective Time occurs on or before 5.00 p.m. London time on 31st December, 2002 or such later
date as all the Lenders may agree.



	3.
	WAIVER



	(a)
	Subject
to paragraph (b) below, with effect at the Amendment Effective Time, the Lenders temporarily waive (for the purposes only of (i) Clause 4.2 (Further
conditions precedent of the Facility Agreement (to the extent applicable to any Rollover) and (ii) the new Clause 18.26 (Borrower Group Reorganisation) to be included in the Facility
Agreement at the Amendment Effective Time) any Default in relation to Clause 18.13 (Reconstructions, acqusitions, mergers and reorganisations) and Clause 18.2(a) (Financial and
miscellaneous information) of the Facility Agreement which is subsisting at the Amendment Effective Time by reason of:



	(i)
	the
Acquisition by the Borrower of all the issued shares of each of St Petersburg Telecom, Oblcom and Corporation Severneya from Tele2 Russia Holding for a total
consideration not exceeding US$30,000,000; or



	(ii)
	consolidated
accounts of the Borrower not having been delivered as required by Clause 18.2(a)(iii) (Financial and Miscellaneous information) of the
Facility Agreement; or



	(iii)
	any
other information required by Clause 18.2(a) of the Facility Agreement not having been delivered.






	(b)
	The
temporary waiver in paragraph (a) above shall automatically expire at 5.00 p.m. (London time) on 31st January, 2003 (or such later time as the Majority Lenders may
agree by notice to the Obligor's Agent), at which time all the rights and remedies of the Finance Parties in respect of the Defaults referred to in paragraph (a) above shall immediately and
automatically revive and be exercisable in full by the Finance Parties.



	4.
	CONFIRMATION



Each
Obligor confirms: 


	(a)
	except
as provided in this Agreement, its obligations under the Finance Documents will continue in full force and effect notwithstanding the occurrence of the Amendment Effective
Time;



	(b)
	the
Security Documents will continue in full force and effect notwithstanding the occurrence of the Amendment Effective Time and will not be released by reason of any thing effected
by, or referred to in, this Agreement, other than the Borrower Group Restructuring carried out in the manner set out in Clause 18.26 (Borrower Group Reorganisation) that is included in
Schedule 3 Part I (Amendments to the Facility Agreement); and



	(c)
	for
the purposes of articles 1278 to 1281 of the Luxembourg and French Civil Codes, the preservation of its security and guarantees created by the Finance Documents as provided for in
paragraphs (a) and (b) above and in the Facility Agreement. 



4





 




	5.
	SEC AS BORROWER



	(a)
	With
effect on and from the date of this Agreement SEC shall not be entitled to borrow any Loan.



	(b)
	If
any Loan or other amount is owed by SEC on the date of this Agreement, SEC shall pay or repay that amount within five Business Days after the date of this Agreement.



	6.
	REPRESENTATIONS AND WARRANTIES



Clauses
17.2 to 17.7, 17.9(a) and 17.12(a)-(c) of the Facility Agreement are incorporated in this Agreement as though set out in full herein, so that at: 


	(a)
	the
date of this Agreement; and



	(b)
	the
Amendment Effective Time, 




each
Obligor makes those representations and warranties with reference to the facts and circumstances then existing, provided that in relation to Clause 17.12 of the Facility Agreement: 


	(i)
	references
to the Information Memorandum and the Business Plan shall be taken to be references to the written information supplied by or on behalf of members of the
Borrower Group in support of the Borrower's request for the amendments contemplated by this Agreement; and



	(ii)
	references
to "this Agreement" shall be taken to be references to this Agreement.


 



	7.
	CONDITIONS SUBSEQUENT



The
Obligor's Agent shall ensure that: 


	(a)
	a
second amendment agreement (in a form and substance acceptable to the Security Agent) in respect of the commercial pledge granted in favour of the Security Agent on 24th August,
2001 over the shares in SIA Tele2; and



	(b)
	an
amendment agreement (in a form and substance acceptable to the Security Agent) in respect of the commercial pledge granted in favour of the Security Agent on 3rd July, 2002 over
the shares in SIA Tele2 Holdings, 




are
executed and submitted for registration with the Commercial Pledge Register of Latvia as soon as possible after the Amendment Effective Time and, in any event, within 10 Business Days of the
occurrence of the Amendment Effective Time. 



	8.
	INCORPORATION



	(a)
	This
Agreement is a Finance Document for the purposes of the Facility Agreement and the other Finance Documents.



	(b)
	This
Agreement shall, from the Amendment Effective Time, be deemed to be incorporated as part of the Facility Agreement.



	9.
	MISCELLANEOUS





The
provisions of Clauses 21.1 (Appointment and Duties of the Agent), 21.3 (The Security Agent), 23 (Expenses), 27 (Amendments and Waivers), 34 (Notices) and 36 (Jurisdiction) of the Restated Facility
Agreement shall apply to this Agreement as though they were set out in this Agreement in full, but as if references in those Clauses to the Facility Agreement or the Finance Documents were references
to this Agreement. 



	10.
	COUNTERPARTS



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



	11.
	FEE



	11.1
	Fee



The
Obligors' Agent will pay to the Agent for the account of each Lender a restructuring fee of 0.10 per cent. of the aggregate amount of such Lender's drawn and undrawn Commitments on the date of
this Agreement. This fee will be paid on or before 31st December, 2002. 



5





 
	11.2
	Taxes



The
fee referred to in Clause 11.1 does not include any tax which might be chargeable in connection with that fee. If any tax is chargeable, it will be paid by the Borrower at the same time as
the relevant fee. 



	12.
	GOVERNING LAW



This
Agreement is governed by English law. 




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


6





 
 
 

SCHEDULE 1
  
    CONDITIONS PRECEDENT    
    


	1.
	A
copy of the constitutional documents of each Obligor or written confirmation from each Obligor that the constitutional documents of such Obligors have not changed since the date of
the Facility Agreement.



	2.
	A
copy of a resolution of the board of directors (or equivalent) of each Obligor approving the terms of, and the transactions contemplated by this Agreement.



	3.
	A
specimen of the signature of each person referred to in paragraph 5 below, to the extent not previously provided to the Agent.



	4.
	A
copy of any authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable 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.



	5.
	A
Certificate of an Authorised Signatory of the Obligor's Agent certifying:



	(a)
	that
each copy document delivered by an Obligor under this Schedule 1 is correct, complete and in full force and effect; and



	(b)
	that
each person authorised on behalf of each Obligor to sign this Agreement is authorised to sign and/or despatch all documents and notices required in connection with any of those
agreements, 







in
each case, as at a date no earlier than the date of this Agreement. 




	6.
	A
legal opinion of:



	(a)
	Advokatfirman
Vinge, legal advisers in Sweden to the Mandated Lead Arrangers addressed to the Finance Parties;



	(b)
	Kromann
Reumert, legal advisers in Denmark to the Mandated Lead Arrangers addressed to the Finance Parties;



	(c)
	Wiersholm,
Mellbye & Bech, legal advisers in Norway to the Mandated Lead Arrangers addressed to the Finance Parties;



	(d)
	Allen &
Overy, English, French, Luxembourg and Dutch legal advisers to the Mandated Lead Arrangers addressed to the Finance Parties;



	(e)
	Skudra &
Udris, legal advisers in Latvia to the Mandated Lead Arrangers addressed to the Finance Parties; and



	(f)
	Arthur
Cox, legal advisers in Ireland to the Mandated Lead Arrangers addressed to the Finance Parties.






	7.
	A
list of Material Subsidiaries as at the date of this Agreement and the Amendment Effective Time, or a confirmation that they remain unchanged since the date of the Facility
Agreement. 


7





 
 
 

SCHEDULE 2
  
    GUARANTORS AND LENDERS
  
    PART 1
  
    ORIGINAL CROSS-GUARANTORS    
    


	1.
	Tango
S.A.



	2.
	SEC
Luxembourg S.A.



	3.
	Tele2
A/S



	4.
	Tele2
Europe S.A.



	5.
	Tele2
Norge AS



	6.
	Tele2
Sverige AB



	7.
	Tele2
France S.A.



	8.
	SIA
Tele2 


 
 

PART 2
  
    ADDITIONAL GUARANTORS    
    


	1.
	SEC
Holding B.V.



	2.
	Tele2
Holdings SIA 


 
 

PART 3
  
    LENDERS    
    


	1.
	ABN
AMRO Bank N.V.



	2.
	CIBC
World Markets plc



	3.
	ING
Bank N.V.



	4.
	Nordea
Bank Sweden AB (publ)



	5.
	The
Royal Bank of Scotland plc



	6.
	WestLB
AG, London Branch



	7.
	Bayerische
Landesbank



	8.
	Landesbank
Schleswig-Holstein Girozentrale, Copenhagen Branch



	9.
	Scotiabank
Europe plc



	10.
	Banque
et Caisse D'epargne de L'etat, Luxembourg



	11.
	Credit
Agricole Indosuez, Stockholm Branch



	12.
	Credit
Lyonnais



	13.
	Den
norske Bank ASA



	14.
	The
Toronto-Dominion Bank



	15.
	Svenska
Handelsbanken AB (publ) 


8





 
 
 

SCHEDULE 3
  
    AMENDMENTS TO THE FACILITY AGREEMENT    
    



The
Facility Agreement shall be amended as follows: 


	(a)
	the
following definition shall be inserted into Clause 1.1 (Definitions) between the definitions of "Accession Agreement" and "Additional Guarantor": 



""Acquisition" means the acquisition directly or indirectly (whether by one transaction or by a series of related transactions) of any interest
whatsoever in the share capital (or equivalent) or the business or undertaking (including, without limitation, any franchise rights) or assets constituting a separate business or undertaking of any
company or other person." 



	(b)
	The
definition of "Amendment Agreement" in Clause 1.1 (Definitions) shall be deleted and replaced with the following: 



""Amendment Agreement" means the amendment agreement dated 20th December, 2002 entered into in connection with this Agreement." 



	(c)
	The
following definition shall be inserted into Clause 1.1 (Definitions) between the definitions of "Borrower Group Obligor" and "Business Day": 



""Borrower Group Reorganisation" means the reorganisation of the Borrower Group to be carried out in accordance with Clause 18.26 (Borrower Group
Reorganisation)." 



	(d)
	The
following definition shall be inserted into Clause 1.1 (Definitions) between the definitions of "Reference Banks" and "Repayment Date": 



""Reorganisation Plan" means the steps set out in Schedule 11 (Reorganisation Plan)." 



	(e)
	Clause 17.19
(Group Structure) shall be deleted and replaced with the following: 



"17.19 Group Structure



	(a)
	As
at the Amendment Effective Time, the ownership structure of the Borrower Group is as set out in Part I of Schedule 9.



	(b)
	Upon
completion of the Borrower Group Reorganisation, the ownership structure of the Obligors is as set out in Part II of Schedule 9 and the ownership structure of the
other members of the Borrower Group is substantially as set out in Part II of Schedule 9."







	(f)
	Clause 17.20
(Times for making representations and warranties) shall be deleted and replaced with the following: 



"17.20 Times for making representations and warranties



The
representations and warranties set out in this Clause 17: 


	(a)
	save
for the representation in Clause 17.19(b) (Group Structure), are made on the date of this Agreement; and



	(b)
	save
for the representations in Clause 17.12 (Information), 17.17(c) (Material Contracts) and 17.19(a) (Group Structure), are deemed to be repeated by each Obligor on the date
of each Request, each Drawdown Date, the first day of each Interest Period and on each day when an Accession Agreement is delivered to the Agent with reference to the facts and circumstances then
existing; and



	(c)
	in
the case of Clause 17.19(b) (Group Structure), are made on the date the Borrower gives the confirmation under Clause 18.26(j) (Borrower Group Reorganisation)."







	(g)
	Clause 18.13
(Reconstructions, acquisitions, mergers and reorganisations) shall be amended so that the words "except as provided for in the Borrower Group Reorganisation" are
added at the end of Clause 18.13(a)(iv). 


9





 
	(h)
	A
new clause shall be inserted into Clause 18 (Undertakings), after Clause 18.25 (Borrower Group Structure): 



"18.26 Borrower Group Reorganisation



	(a)
	The
Lenders agree that the steps set out in the Reorganisation Plan (as amended from time to time with the prior written approval of the Majority Lenders) may be taken by the relevant
members of the Borrower Group, subject to the conditions set out in this Clause.



	(b)
	No
shares or intercompany loans which are subject to security under the Security Documents may be transferred pursuant to the Reorganisation Plan unless:



	(i)
	prior
to the transfer, lawyers acting for the Security Agent have confirmed to the Security Agent that, upon (or immediately after) transfer, the shares or intercompany
loans will continue to be subject to (or will become subject to) security under the Security Documents in favour of the Security Agent for the Finance Parties; and



	(ii)
	prior
to the transfer or, if the Security Agent permits, forthwith upon the transfer taking place, the transferor and the transferee in relation to the transfer have
taken such steps and executed such documents as the lawyers to the Security Agent may advise are necessary or desirable to ensure continuity of the security and/or perfection of the security, as the
case may be, of the Finance Parties over the shares or intercompany loans to be transferred.






	(c)
	Any
new shares to be issued by members of the Borrower Group, any of whose shares are the subject of security under the Security Documents, must, upon issue, be subject to equivalent
security in favour of the Finance Parties.



	(d)
	Where
any intercompany loan is released, repaid or transferred as part of the Reorganisation Plan, Tele2 Holding must be in compliance with Clause 18.23(c) (Security)
immediately after the release, repayment or transfer.



	(e)
	Where
any Guarantor is released from its obligations as a Guarantor as part of the Reorganisation Plan, Tele2 Holding must be in compliance with Clause 18.20 (Guarantor
Coverage) immediately after the release.



	(f)
	No
step contemplated by the Reorganisation Plan may be taken while a Default is continuing unremedied or unwaived.



	(g)
	No
member of the Borrower Group may be liquidated (or equivalent) as contemplated by the Reorganisation Plan unless all the assets of that company have first been, or will (pursuant
to the liquidation (or equivalent)) be, transferred to another member of the Borrower Group.



	(h)
	The
Borrower shall keep the Agent informed as to the status of the Reorganisation Plan and (without limiting the generality of the foregoing) the Borrower shall promptly notify the
Agent whenever a step contemplated by the Reorganisation Plan is completed.



	(i)
	The
Borrower shall ensure that all steps contemplated by the Reorganisation Plan are completed on or before 31st December, 2004.



	(j)
	The
Borrower shall notify the Agent in writing when all steps contemplated by the Reorganisation Plan have been completed."







	(i)
	Clause 20.1
(Events of Default) shall be amended so that a new sentence is added to that Clause, that reads as follows: 



"For
the avoidance of doubt, the solvent liquidation (or equivalent) of a member of the Borrower Group in accordance with the Borrower Group Reorganisation shall not be a default if all relevant
requirements of Clause 18.26 (Borrower Group Reorganisation) have been, or will be, satisfied in accordance with that Clause." 



	(j)
	Clause 20.19(a)
(Ownership) shall be amended so that the words "date of this Agreement" in line 2 of that Clause are deleted and replaced by the words "Amendment Effective
Time". 


10





 
	(k)
	Clause 23.1(b)
(Initial and Special Costs) shall be amended so that the words "including, but not limited to, all costs and expenses (including legal fees) incurred by the
Agent or the Security Agent in connection with the Borrower Group Reorganisation" are added at the end of that Clause.



	(l)
	Clause 27.2(c)(ii)(D)
(Exceptions) shall be deleted and replaced with the following: 



"(D)
the aggregate principal amount of loans related under this paragraph (c)(ii) does not exceed (i) EUR300,000,000 or its equivalent in the financial year ending 31st December,
2002; or (ii) EUR150,000,000 or its equivalent in any other financial year of the Borrower Group." 



	(m)
	a
new sub-clause shall be inserted into Clause 27.2 (Exceptions) as follows: 



"(d)
The Security Agent is hereby authorised by the Lenders to release from the relevant Security Document: 



	(i)
	any
intercompany loans which are to be waived pursuant to the Borrower Group Reorganisation;



	(ii)
	any
shares in any member of the Borrower Group which is to be liquidated pursuant to the Borrower Group Reorganisation; and



	(iii)
	any
shares or intercompany loans which are to be transferred to another member of the Borrower Group pursuant to the Borrower Group Reorganisation, where the release
is necessary to effect the transfer or is identified as a step in the Reorganisation Plan, 







provided
in each case that the relevant requirements of the Clause 18.26 Borrower Group Reorganisation) have been, or will be, satisfied in accordance with that Clause." 





	(n)
	Schedule 9
(Borrower Group Structure) shall be deleted and replaced by the Borrower Group Structure charts as set out in Annex 2 to this Agreement. 


11





 
 
 

SIGNATORIES TO THE AMENDMENT AGREEMENT    
    



	The Borrower	 	 
	

TELE2 SVERIGE AB	
 	

 
	

By: LARS-JOHAN JARNHEIMER	
 	

By: HÅKAN ZADLER
	
Tele2 Holding	
 	

 
	

TELE2 HOLDING AB	
 	

 
	

By: LARS-JOHAN JARNHEIMER	
 	

By: HÅKAN ZADLER
	
The Security Providers	
 	

 
	

KINNEVIK TELECOMMUNICATIONS INTERNATIONAL
	

By: LARS-JOHAN JARNHEIMER	
 	

By: HÅKAN ZADLER
	

TELE2 DENMARK HOLDING AB	
 	

 
	

By: LARS-JOHAN JARNHEIMER	
 	

By: HÅKAN ZADLER
	

TELE2 NORGE HOLDING AB	
 	

 
	

By: LARS-JOHAN JARNHEIMER	
 	

By: HÅKAN ZADLER
	

NETCOM LUXEMBOURG S.A.	
 	

 
	

By: LARS-JOHAN JARNHEIMER	
 	

By: HÅKAN ZADLER
	

NETCOM LUXEMBOURG HOLDING AB	
 	

 
	

By: LARS-JOHAN JARNHEIMER	
 	

By: HÅKAN ZADLER
	

SOCIÉTÉ EUROPÉENNE DE COMMUNICATION (IRELAND) LIMITED
	

By: LARS-JOHAN JARNHEIMER	
 	

By: HÅKAN ZADLER
	
The Original Cross-Guarantors	
 	

 
	

TANGO S.A.	
 	

 
	

By: LARS-JOHAN JARNHEIMER	
 	

By: HÅKAN ZADLER
	

S.E.C. LUXEMBOURG S.A.	
 	

 
	

By: LARS-JOHAN JARNHEIMER	
 	

By: HÅKAN ZADLER
	

TELE2 A/S	
 	

 
	

By: LARS-JOHAN JARNHEIMER	
 	

By: HÅKAN ZADLER
	

TELE2 EUROPE S.A.	
 	

 
	

By: LARS-JOHAN JARNHEIMER	
 	

By: HÅKAN ZADLER
	

TELE2 NORGE A/S	
 	

 
	

By: LARS-JOHAN JARNHEIMER	
 	

By: HÅKAN ZADLER
	

TELE2 SVERIGE AB	
 	

 
	

By: LARS-JOHAN JARNHEIMER	
 	

By: HÅKAN ZADLER
	

TELE2 FRANCE S.A.	
 	

 
	

By: LARS-JOHAN JARNHEIMER	
 	

By: HÅKAN ZADLER
	

SIA TELE2	
 	

 
	

By: LARS-JOHAN JARNHEIMER	
 	

By: HÅKAN ZADLER
	 	 	 



12





 

	
The Additional Guarantors	
 	

 
	

SEC HOLDING B.V.	
 	

 
	

By: LARS-JOHAN JARNHEIMER	
 	

By: HÅKAN ZADLER
	

TELE2 HOLDINGS SIA	
 	

 
	

By: LARS-JOHAN JARNHEIMER	
 	

By: HÅKAN ZADLER
	
The Parent	
 	

 
	

TELE2 AB (publ)	
 	

 
	

By: LARS-JOHAN JARNHEIMER	
 	

By: HÅKAN ZADLER
	
The Agent	
 	

 
	

CIBC WORLD MARKETS PLC	
 	

 
	

By: LOUISE MOAT	
 	

 
	
The Security Agent	
 	

 
	

NORDEA BANK SWEDEN AB (publ)	
 	

 
	

By: LOUISE MOAT	
 	

 
	
The Mandated Lead Arrangers	
 	

 
	

ABN AMRO BANK N.V.	
 	

 
	

By: INGRID CIJSOUW	
 	
JACCO KEIJZER
	

CIBC WORLD MARKETS PLC	
 	

 
	

By: LOUISE MOAT	
 	

 
	

ING BANK N.V.	
 	

 
	

By: ROBERT J SUNDERMAN	
 	
B L WIJNEN
	

NORDEA MARKETS (acting through

NORDEA BANK SWEDEN AB (publ))
	

By: LOUISE MOAT	
 	

 
	

THE ROYAL BANK OF SCOTLAND plc	
 	

 
	

By: LOUISE MOAT	
 	

 
	

WESTLB AG, LONDON BRANCH	
 	

 
	

By: LOUISE MOAT	
 	

 
	
Lenders	
 	

 
	

ABN AMRO BANK N.V.	
 	

 
	

By: INGRID CIJSOUW	
 	
JACCO KEIJZER
	

CIBC WORLD MARKETS PLC	
 	

 
	

By: LOUISE MOAT	
 	

 
	

ING BANK N.V.	
 	

 
	

By: ROBERT SUNDERMAN	
 	
B L WIJNEN
	

NORDEA BANK SWEDEN AB (publ)	
 	

 
	

By: LOUISE MOAT	
 	

 




13





 


	THE ROYAL BANK OF SCOTLAND plc	 	 
	

By: LOUISE MOAT	
 	

 
	

WESTLB AG, LONDON BRANCH	
 	

 
	

By: LOUISE MOAT	
 	

 
	

BAYERISCHE LANDESBANK	
 	

 
	

By: HELMUT FAUST	
 	
CLAUS HARTMANN
	

LANDESBANK SCHLESWIG-HOLSTEIN GIROZENTRALE, COPENHAGEN BRANCH
	

By: THOMAS FAARBORG	
 	
VOLKER SCHLIECKER
	

SCOTIABANK EUROPE plc	
 	

 
	

By: LOUISE MOAT	
 	

 
	

BANQUE ET CAISSE D'EPARGNE DE L'ETAT, LUXEMBOURG
	

By: LOUISE MOAT	
 	

 
	

CREDIT AGRICOLE INDOSUEZ, STOCKHOLM BRANCH
	

By: ANDERS KRANTZ	
 	

HANS FERM
	

CREDIT LYONNAIS	
 	

 
	

By: GILLES GANTOIS	
 	

 
	

DEN NORSKE BANK ASA	
 	

 
	

By: LOUISE MOAT	
 	

 
	

THE TORONTO-DOMINION BANK	
 	

 
	

By: HOWARD BAKER	
 	

 
	

SVENSKA HANDELSBANKEN AB (publ)	
 	

 
	

By: LOUISE MOAT	
 	

 




14









QuickLinks



Exhibit 4.19


AMENDMENT AGREEMENT

CONTENTS

SCHEDULE 1 CONDITIONS PRECEDENT

SCHEDULE 2 GUARANTORS AND LENDERS PART 1 ORIGINAL CROSS-GUARANTORS

PART 2 ADDITIONAL GUARANTORS

PART 3 LENDERS

SCHEDULE 3 AMENDMENTS TO THE FACILITY AGREEMENT

SIGNATORIES TO THE AMENDMENT AGREEMENT