exv4w3



 






Exhibit 4.3





  Securities




	 	 	 
	 

	 	The Toronto-Dominion Bank

Toronto Dominion (Texas) LLC

Royal Trust Tower

77 King Street West, 18th Floor

Toronto, Ontario M5K 1A2






	 	 	 
	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,



€ 1,072,000,000 senior secured credit facility (the Agreement) dated 16th January, 2004
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 contemplated 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 Existing Facility Agreement shall be references to the Existing 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 under 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 l(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 authorisation and execution of this letter by each Obligor,
	 
	 	(b)	 	legal opinions in respect of Dutch, English and New York law
from Allert &. 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 proceeding),15.14
(Business
Plan). 15.15 (Tax liabilities), 15.16 (Ownership of assets) 15.20 (ERISA) and 15.24 (UPC
Financing)) are true and correct as if made on the date of this letter and on the
Amendment
Effective Date, with reference to the facts and circumstances then existing, as if each




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	 	 	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.
	 
	(c)	 	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 1.1 will be amended by adding the following definition in the correct alphabetical
order:
	 
	 	 	“Facility I Advance means an advance under the Additional Facility under the Additional
Facility Accession Agreement dated 9 March 2005.”
	 
	(b)	 	Clause 16.10(b) (Disposals) of the Agreement will be amended by:






	 	(i)	 	in sub-paragraph (viii), the words “sub-paragraphs (i) to (viii) above” shall
be deleted and replaced with “sub-paragraphs (i) to (vii) above and sub-paragraph
(xiv) below”;
	 
	 	(ii)	 	deleting “and” at the end of the sub-paragraph (xii);
	 
	 	(iii)	 	deleting the full stop at the end of sub-paragraph (xiii) and replacing it with “;
and”;
and
	 
	 	(iv)	 	inserting a new sub-paragraph (xiv) as follows:
	 
	 	(xiv)	 	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 Existing Facility Agent and applied
in prepayment and cancellation or repayment of the Additional Facilities in
accordance with paragraphs (d), (e), (f) and (g) below and/or the Existing
Facilities in accordance with clauses 16.10(d), (e), (f) and (g) (Disposals) of
the Existing Facility Agreement.”






	(c)	 	A new Subclause 16.10(d) will be added after Subclause 16.10(c):






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






	(d)	 	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:
	 
	 	(x)	 	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)(xiv) (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)(xiv) (Disposals) less the
Scandinavia Repayment Amount (as defined in Clause 16.10(b)(xiv) (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 FINANCIAL PARTNERSHIP



By: /s/ Dennis Okhuijsen

  


Guarantee:



UPC BROAD AND HOLIDAY



By: /s/ Dennis Okhuijsen

  


UPC HOLDING II B.V.



By: /s/ Dennis Okhuijsen

  


UPC FINANCIAL PARTNERSHIP



By: /s/ Dennis Okhuijsen

  


UPC HOLDING B. V.



By: /s/ Dennis Okhuijsen

  


UPC FRANCE HOLDING B. V.



By: /s/ Dennis Okhuijsen

  


UPC SCANDINIVIA HOLDING B. V.



By: /s/ Dennis Okhuijsen

  



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UPC FINANCING PARTNERSHIP



By: /s/ Dennis Okhuijsen

  


UPC CENTRAL EUROPE HOLDING B. V.



By: /s/ Dennis Okhuijsen

  


UPC NEDERLAND 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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