exv4w2



 






Exhibit 4.2




	 	 	 	 	 
	 

	 	
	 	 Securities
	 
	 	 	 	 
	 

	 	 	 	The Toronto-Dominion Bank
	 

	 	 	 	Toronto Dominion (Texas) LLC
	 

	 	 	 	Royal Trust Tower
	 

	 	 	 	77 King Street West, 18th Floor
	 

	 	 	 	Toronto, Ontario MSK LA2







	To:	 	 UPC Broadband Holding B.V. (the Company) 

Boeing Avenue 53 

1119 PE Schiphol Rijk 

Amsterdam 

The Netherlands





For the attention of: Dennis Okhuijsen




December 2005




Dear Sirs,



€3,500,000,000 and US$347,000,000 and US$95,000,000 senior secured credit facility (the
Agreement) dated 26th October, 2000 between, among others, the Company and Toronto-Dominion
(Texas) LLC as facility agent, as most recently amended and restated
on 7th   March,
2005





	1.	 	Background
	 
	(a)	 	This letter is supplemental to and amends the Agreement.
	 
	(b)	 	Pursuant to clause 25 (Amendments and Waivers) of the Agreement, the Majority Lenders have
consented to the amendments to the Agreement conteraplated by this letter. Accordingly, we
are authorised to execute this letter on behalf of the Finance Parties.
	 
	(c)	 	We understand that it is anticipated UPC Scandinavia Holding B.V. will dispose of (i) the
 shares that it holds in UPC Norge A.S. and/or NBS Nordic Broadband
Services A.B.; or (ii) the
business or a substantial part of the business of UPC Norge A.S. and/or NBS Nordic Broadband
Services A.B..
	 
	2.	 	Construction
	 
	(a)	 	Capitalised terms defined in the Agreement have the same meaning when used in this letter.
	 
	(b)	 	The provisions of clause 1.2 (Construction) of the Agreement apply to this letter as though
they were set out in full in this letter except that references to the Agreement are to be
construed as references to this letter.
	 
	(c)	 	 Amendment Effective Date has the meaning given to it in paragraph 4 (Amendment Effective
Date).
	 
	(d)	 	Reference is made to clause 1.4 of the Agreement. References in any of the Finance Documents
to the New Facility Agreement shall be references to the New Facility Agreement as amended by
an amendment letter dated on or about the date of this letter.






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	3.	 	Amendments
	 
	(a)	 	We are authorised to confirm on behalf of the Majority Lenders that, with, effect from the
Amendment Effective Date, the Agreement will be amended as set out In
the schedule to this letter,
	 
	(b)	 	Each Obligor confirms that the Security Interests granted to the Beneficiaries pursuant to
the Security Documents and its obligations wider the Finance Documents shall continue and
remain unaffected by the entry into of this letter and shall extend to the liability and
obligations of the Obligors to the Finance Parties under the Finance Documents as amended by
this letter.
	 
	(c)	 	In accordance with Article 1278 of the Belgian Civil Code, each Obligor that is a party to
the share pledge listed in paragraph 1(i) of Schedule 7 (Security Documents) of the Agreement
confirms that its duties and obligations under such share pledge shall not be affected or
impaired by the entry into of this letter and that the pledge created under such share pledge
shall be maintained in accordance with Clause 6.4 (Preservation of Security in the event of
novation) of such share pledge.
	 
	4.	 	Amendment Effective Date
	 
	 	 	This letter shall take effect on the date (the Amendment Effective Date) on which the
Facility Agent notifies the Company and the Lenders that it has received in form and
substance to it (acting reasonably);






	 	(a)	 	evidence of the due authorization and execution of this letter by each
Obligor,
	 
	 	(b)	 	legal opinions in respect of Dutch, English and New York law from Allen &
Overy LLP, English, Dutch and New York legal advisers to the Facility Agent, addressed
to the Finance Parties.






	5.	 	Reservation of rights
	 
	 	 	Except to the extent expressly provided for in this letter, this letter is not a
waiver or amendment of any term of the Finance Documents and the Finance Documents (as
amended by this letter) remain in full force and effect. Each Finance Party reserves any
other right or remedy it may have now or subsequently.
	 
	6.	 	Miscellaneous
	 
	(a)	 	This letter is a Finance Document and the Agreement, as amended by this letter, is a Finance
Document.
	 
	(b)	 	Subject to the terms of this letter, the Agreement will
remain in full force and effect and the
Agreement and this letter will be read and construed as one document
	 
	(c)	 	The representations and warranties in Clause 15 (Representations and Warranties) of the
Agreement (with the exception of Clauses 15.6(a) (Consents), 15.10 (Financial conditions),
15.12 (Security Interests), 15.13(b) (Litigation and insolvency proceedings). 15.14
(Information), 15.14A (Business Plan), 15.15 (Tax liabilities), 15.16 (Ownership of assets)
15.20 € ERISA) and 15.24 (US Borrower)) are true and correct us if made on the date of this
letter and on the Amendment Effective Date, with reference to the facts and circumstances





	 	 	 
	

	 	 







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	 	 	then existing, as if each reference to (i) the Finance Documents includes a reference
to this letter and (ii) references to the Agreement are to the
Agreement as amended by this letter.
	 
	(d)	 	The Company represents and warrants to each Finance Party that there has been no material
adverse change in the consolidated financial position of the Borrower Group (taken as a whole)
since the date of the financial Statements most recently provided under Clause 16.2(a) of the
Agreement which would or is reasonably likely to have a Material
Adverse Effect.
	 
	(e)	 	This letter may be executed in any number of counterparts,
and this has the same effect as if
the signatures were on a single copy of this letter.
	 
	7.	 	Governing law
	 
	 	 	This letter is governed by English law.








	 	 	 
	/s/ Jackie Barrett
	 	 
	 


	 	 
	For
	 	 
	TORONTO-DOMINION (TEXAS) LLC
	 	 
	as Facility Agent
	 	 







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SCHEDULE





	(a)	 	Clause 16.10(b)(ii) (Disposals) of the Agreement will be deleted in its entirety and replaced
with:






	 	(ii)	 	the disposal by UPC Scandinavia Holding B.V. of:






	 	(A)	 	the shares in UPC Norge A.S. and/or NBS Nordic Broadband
Services A.B.; or
	 
	 	(B)	 	the business or a substantial part of the business of UPC
Norge A.S. and/or NBS Nordic Broadband Services A.B.,






	 	 	 	provided that, in each case, an amount equal to four times Annualised EBITDA of
the entity (or the business) that is being disposed of under this Subclause for
the Ratio Period which ends on the most recent quarterly Accounting Period end
date for which financial information has been delivered under Clause 16.2
(Financial information) (the Scandinavia Repayment Amount) is deposited
immediately with the Facility Agent and/or the facility agent under the New
Facility Agreement and applied in prepayment and cancellation or repayment of the
Facilities in accordance with paragraphs (d), (e), (f)  and (g) below and/or the
Additional Facilities in accordance with clauses 16.10(d), (e), (f) and (g)
(Disposals) of the New Facility Agreement.”






	(b)	 	The following Subclauses will be added after Subclause
16.10(c):






	 	(d)	 	Any prepayment and cancellation or repayment made under sub-paragraph
(b)(ii) above will be applied against the Additional Facilities and/or the Facilities
in such proportion as may be specified by UPC Broadband in the notice of prepayment
and cancellation or repayment and in the case of a prepayment and cancellation or
repayment of Advances, against all outstanding Advances made under the relevant
Facilities pro rata (and, if applicable, against the Repayment Instalments for the
relevant Facility in such order as may be specified by UPC Broadband).
	 
	 	(e)	 	Subject to paragraph (f) below, each Lender nay elect not to accept prepayment
and cancellation of Advances under sub-paragraph (b)(ii) above by notifying the
Facility Agent in writing on or before 29 November 2005. In the event of such
election, any amounts which would otherwise have been applied in prepayment and
cancellation of the relevant Advances (the balance), shall be applied in prepayment
and cancellation or repayment pro rata of any other outstanding Advances or Additional
Facility Advances in accordance with paragraph (d) above (and paragraph (d) above and
this paragraph (e) shall continue to be applied to any balance until it has been
exhausted or until all Advances and Additional Facility Advances in respect of which
the relevant Lenders or lenders under the New Facility Agreement have not elected not
to accept prepayment and cancellation have been repaid or prepaid and cancelled in
full).
	 
	 	(f)	 	Any election under paragraph (e) above not to accept prepayment and
cancellation of an Advance will only apply in relation to disposals made under
sub-paragraph (b)(ii) above on or before 8 May 2006.
	 
	 	(g)	 	The amount of a Facility A Advance prepaid or repaid by UPC Broadband in
accordance with sub-paragraph (b)(ii) above may be re-borrowed in accordance with the
terms of this Agreement.”





	 	 	 
	

	 	 






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	(c)	 	Clause 16.13(c)(Restricted Payments) of the Agreement will be
amended by:






	 	(i)	 	deleting “and” at the end of sub-paragraph (viii);
	 
	 	(ii)	 	deleting the comma at the end of sub-paragraph (ix) and replacing it with “;
and”; and
	 
	 	(iii)	 	inserting a new sub-paragraph (x) as follows:
	 
	 	“(k)	 	 by way of distributions, dividends or other payments paid by UPC Broadband
in respect of its share capital or by way of repayment or payment by UPC Broadband or
UPC Scandinavia Holding B.V. (as the case may be) in respect of a Subordinated
Shareholder Loan (each an Applicable Payment) but only to the extent that (A) UPC
Broadband or UPC Scandinavia Holding B.V. (as the case may be) makes the Applicable
Payment from the proceeds of sale or a disposal by UPC Scandinavia Holding B.V.
permitted by Clause 16.10(b)(ii) (Disposals); and (B) the aggregate of all Applicable
Payments is less than or equal to the Net Proceeds of the Sale or disposal by UPC
Scandinavia Holding B.V. permitted by Clause 16.10(b)(ii) (Disposals)
less the
Scandinavia Repayment Amount (as defined in Clause 16.10(b)(ii) (Disposals)) and
provided that no Default has occurred and is continuing or would occur as a result of
such payment,”





	 	 	 
	

	 	 







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We agree with the terms of this letter.




Borrowers:




UPC BROADBAND HOLDING B.V.




By: /s/ Dennis Okhuijsen

  


UPC FINANCING PARTNERSHIP



By: /s/ Dennis Okhuijsen

  


Guarantors:



UPC BROADBAND HOLDING B.V.



By: /s/ Dennis Okhuijsen

  


UPC HOLDINGD B.V.




By: /s/ Dennis Okhuijsen

  


UPC FINANCING PARTNERSHIP



By: /s/ Dennis Okhuijsen

  


UPC
HOLDING B.V.



By: /s/ Dennis Okhuijsen

  


UPC FRANCE HOLDING B.V.



By: /s/ Dennis Okhuijsen

  


UPC SCANDINAVIA HOLDING B.V.



By: /s/ Dennis Okhuijsen

  



	 	 	 
	

	 	 








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UPC AUSTRIA HOLDING B.V.



By: /s/ Dennis Okhuijsen

  


UPC
CENTRAL EUROPE HOLDING B.V.



By: /s/ Dennis Okhuijsen

  


UPC
NEDERLANS B.V.



By: /s/ Dennis Okhuijsen

  


UPC POLAND
HOLDING B.V.



By: /s/ Dennis Okhuijsen

  


UPC BROADBAND N.V.



By: /s/ Dennis Okhuijsen

  



	 	 	 
	

	 	 







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