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Exhibit 4.20    
    


SECOND AMENDMENT AND RESTATEMENT

AGREEMENT  


DATED 3RD MARCH, 2003  


 TELE2 SVERIGE AB  


 as Borrower  


 TELE2 HOLDING AB  


 THE SECURITY PROVIDERS  


 THE ORIGINAL CROSS-GUARANTORS  


 THE ADDITIONAL GUARANTORS  


 TELE2 AB (publ)  


 THE LENDERS  


 NORDEA BANK SWEDEN AB (publ)

as Security Agent  


 And  


 CIBC WORLD MARKETS PLC

as Agent  




 Relating to the EUR 1,070,000,000 term loan and

revolving credit facility dated 22nd August, 2001

(as amended and restated on 28th November, 2001

and as further amended on 20th December, 2002)  




ALLEN & OVERY  


London 





 
 

CONTENTS    
    



	Clause
 
	 
	 	 
	 	Page
 

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

 	
 	

 	
 	

 
	

1.	

Conditions Precedent to Amendment Effective Time	
 	

5
	2.	Guarantors and Lenders	 	6
	 	Part 1	 	Original Cross-Guarantors	 	6
	 	Part 2	 	Additional Guarantors	 	6
	 	Part 3	 	Lenders	 	6
	3.	Signatories to the Second Amendment and Restatement Agreement	 	7









  




THIS SECOND AMENDMENT AND RESTATEMENT AGREEMENT is dated 3rd March, 2003 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)
	LENDERS identified as such in Part 3 of Schedule 2 to this Agreement (each a  Lender and together,
 the Lenders);



	(8)
	NORDEA BANK SWEDEN AB (publ) of Smålandsgatan 17, S-105 71 Stockholm, Sweden as security agent (in this
capacity, the Security Agent); and



	(9)
	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 and as further amended on 20th December, 2002) made between,  inter alia, Tele2 Sverige AB, SEC
(as defined below), the Mandated Lead Arrangers and the Lenders, the lenders thereunder agreed to make available to
Tele2 Sverige AB and SEC certain term loan facilities and a revolving credit facility (the Original Facility Agreement).



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



	(C)
	The
Lenders constitute the Majority Lenders (as defined in the Original Facility Agreement). 




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(c) (Amendments). 


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


Intercreditor Agreement means the Intercreditor Agreement dated 22nd August, 2001 as amended and restated pursuant to the First Amendment and
Restatement Agreement. 



1





 




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


Restated Facility Agreement means the Original Facility Agreement as amended by this Agreement (the form of which is set out in Annex A to this
Agreement). 


Restated Intercreditor Agreement means the Intercreditor Agreement as amended by this Agreement (the form of which is set out in Annex B to this
Agreement). 


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



	1.2
	Construction



	(a)
	Capitalised
terms not otherwise defined in this Agreement have the meanings given to them in the Restated Facility Agreement or, if not defined therein or the context otherwise
requires, in the Original Facility Agreement.



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



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



	2.
	AMENDMENTS



	(a)
	With
effect on and from the Amendment Effective Time, the Original Facility Agreement shall be amended so that it is as set out in the Restated Facility Agreement.



	(b)
	With
effect on and from the Amendment Effective Time, the Intercreditor Agreement shall be amended so that it is as set out in the Restated Intercreditor Agreement.



	(c)
	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 documents) in form and substance satisfactory to the Agent. Subject to paragraph (d) below, the Agent must give this notification as soon as reasonably practicable.



	(d)
	The
Original Facility Agreement and the Intercreditor Agreement will not be amended by this Agreement unless the Amendment Effective Time occurs on or before 5.00 p.m. London
time on 28th February, 2003 or such later date as the Majority Lenders may agree.



	3.
	WAIVER



With
effect at the Amendment Effective Time, the Lenders waive any Default in relation to Clause 18.13 (Reconstructions, acquisitions, mergers and reorganisations) or Clause 18.2(a)
(Financial and miscellaneous information) of the Original Facility Agreement which is subsisting at the Amendment Effective Time by reason of: 


	(a)
	the
Acquisition permitted by paragraph (e) of the definition of Permitted Acquisitions and Investments in the Restated Facility Agreement having occurred before the Amendment
Effective Time; or



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



	(c)
	any
other information required by Clause 18.2(a) of the Original Facility Agreement not having been delivered, provided such information is delivered by 30th April, 2003. 



2





 




	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; 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 Restated Facility Agreement.


 



	5.
	REPRESENTATIONS AND WARRANTIES



Clauses
17.2 to 17.7, 17.9(a) and 17.12(a)-(c) of the Restated 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 Restated Facility
Agreement: 


	(i)
	references
to the Information Memorandum and the Business Plan shall be taken to be references to:



	(A)
	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



	(B)
	the
revised business plan required to be delivered to the Agent as a condition precedent to the Amendment Effective Time; and






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


 



	6.
	CONDITIONS SUBSEQUENT



The
Obligor's Agent shall ensure that: 


	(a)
	a
third 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)
	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 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. 



	7.
	INCORPORATION



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


3





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



	8.
	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 Original Facility Agreement or the Finance Documents were
references to this Agreement. 



	9.
	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. 



	10.
	FEES


 
	10.1
	 Fees



The
Obligors' Agent will pay to the Agent for the account of each Lender a fee of 0.30 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 28th February, 2003. 



	10.2
	Taxes



The
fees referred to in Clause 10.1 do not include any tax which might be chargeable in connection with those fees. If any tax is chargeable, it will be paid by the Borrower at the same time as
the relevant fee. 



	11.
	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. 


4





 
 
 

SCHEDULE 1
  
    Conditions Precedent to Amendment Effective Time    
    


	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 Original 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)
	CB&M
Law Offices, 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 Original Facility
Agreement.



	8.
	A
copy of the revised business plan. 


5





 
 
 

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.
	Nordea
Bank Sweden AB (publ)



	4.
	The
Royal Bank of Scotland plc



	5.
	Bayerische
Landesbank Girozentrale



	6.
	Scotiabank
Europe plc



	7.
	Banque
et Caisse D'epargne de L'etat, Luxembourg



	8.
	Credit
Lyonnais



	9.
	Den
norske Bank ASA



	10.
	Svenska
Handelsbanken AB (publ) 


6





 

        SIGNATORIES TO THE SECOND AMENDMENT AND RESTATEMENT 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 S.A.
	

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




7





 


	TELE2 FRANCE S.A.	 	 
	

By: LARS-JOHAN JARNHEIMER	
 	

By: HÅKAN ZADLER
	

SIA TELE2	
 	

 
	

By: LARS-JOHAN JARNHEIMER	
 	

By: HÅKAN ZADLER
	

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: CHRIS EVANS	
 	

 
	

The Security Agent	
 	

 
	

NORDEA BANK SWEDEN AB (publ)	
 	

 
	

By: BJÖRN BERGQVIST	
 	

By: MARIA KRONSTROM
	

Lenders	
 	

 
	

ABN AMRO BANK N.V.	
 	

 
	

By: JEROEN WESTRIK	
 	

MARC VAN WUNNIK
	

CIBC WORLD MARKETS PLC	
 	

 
	

By: CHRIS EVANS	
 	

 
	

NORDEA BANK SWEDEN AB (publ)	
 	

 
	

By: BJÖRN BERGQVIST	
 	

By: MARIA KRONSTROM
	

THE ROYAL BANK OF SCOTLAND plc	
 	

 
	

By: NEIL JONES	
 	

 
	

BAYERISCHE LANDESBANK GIROZENTRALE
	

By: HINRICH FISCHER	
 	

HELMUT FAUST
	

SCOTIABANK EUROPE plc	
 	

 
	

By: CHRIS EVANS (under power of attorney)
	

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

By: JEAN-PIERRE THEIN	
 	

JOHN DHUR
	

CREDIT LYONNAIS	
 	

 
	 	 	 



8





 

	

By: ROBERT WALLIN	
 	

 
	

DEN NORSKE BANK ASA	
 	

 
	

By: ANDERS GREVSTAD	
 	

JORGEN HVISTENDAHL
	

SVENSKA HANDELSBANKEN AB (publ)
	

By: ÅSA ÖHLUND	
 	

INGRID TISCHNER




9









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Exhibit 4.20


CONTENTS



SCHEDULE 1 Conditions Precedent to Amendment Effective Time

SCHEDULE 2 GUARANTORS AND LENDERS PART 1 ORIGINAL CROSS-GUARANTORS

PART 2 ADDITIONAL GUARANTORS

PART 3 LENDERS