Exhibit 4.7





                                  MIH LIMITED


                                     -and-


                               ABSA BANK LIMITED



                            -----------------------

                              AMENDMENT AGREEMENT
          in respect of the Amended and Restated Facilities Agreement
                 relating to a loan and guarantee facility of
                                US$115,000,000
                           ------------------------





















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                               TABLE OF CONTENTS

1       Interpretation....................................................1
2       Conditions Precedent..............................................1
3       Representations and Warranties....................................1
4       Fees and Expenses and Stamp Duty..................................2
5       Amendments to Facilities Agreement................................2
6       Disposal of Shares in Open TV.....................................3
7       Incorporation of Terms of the Facilities Agreement................3
8       Designation of this Agreement as a Security Document..............3
9       Counterparts......................................................3
10      Contracts (Rights of Third Parties) Act 1999......................3
11      Law and Jurisdiction..............................................3



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DATE:   22 July 2002

PARTIES:

(1)       MIH Limited ("MIH"), a company incorporated in the British Virgin
          Islands, registered number I.B.C. No.: 47572; and

(2)       ABSA Bank Limited (the "BANK") acting through its London Branch at
          75 King William Street, London EC4N 7AB

OPERATIVE PROVISIONS:

1         INTERPRETATION

1.1       In this agreement, unless the context otherwise requires:

          "EFFECTIVE TIME" has the meaning given in clause 2 of this
          agreement;

          "FACILITIES AGREEMENT" means the amended and restated facilities
          agreement relating to a loan and guarantee facility of
          US$115,000,000 between the parties to this agreement as such has
          been amended by side-letters from the Bank to MIH prior to the date
          of this agreement;

          "LIBERTY" has the meaning given in Schedule 2 to this agreement;

          "LIBERTY SHARE CHARGE" has the meaning given in Schedule 2 to this
          agreement;

          TERMS DEFINED and EXPRESSIONS USED in the Facilities Agreement have
          the same meaning in this agreement unless otherwise stated or the
          context does not permit;

          a reference to a "CLAUSE" or a "SCHEDULE" is a reference to a clause
          or a schedule of this agreement;

          a reference to THIS OR ANY OTHER AGREEMENT OR DOCUMENT is a
          reference to the same as from time to time amended, novated or
          supplemented, before or after the date of this agreement.

2         CONDITIONS PRECEDENT

          The amendments, confirmations and consents set out in Clause 5.1 and
          6 are conditional upon and shall not be effective until such time
          (the "EFFECTIVE TIME") as the Bank has confirmed to MIH that it has
          received each of the items mentioned in Schedule 1, each in form and
          substance satisfactory to it, provided that the Bank may waive on
          such terms as it thinks fit any of the foregoing in whole or in
          part.

3         REPRESENTATIONS AND WARRANTIES

3.1       MIH makes the representations and warranties in Clauses 3.2 to 3.6
          for the benefit of the Bank as of the date of this agreement.

3.2       It has the power to make and carry out the terms of this agreement
          and has taken all necessary corporate action to authorise the
          execution, delivery and performance of this agreement.

3.3       This agreement constitutes the legally binding obligations of it
          enforceable in accordance with its terms.



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3.4       The making and performance of this agreement does not and will not:

          3.4.1     violate any provision of:

                    (a)       any law or regulation or any order or decree of
                              any governmental authority or agency or of any
                              court in any respect;

                    (b)       the laws and documents incorporating and
                              constituting it in any respect; or

                    (c)       any mortgage, contract or other undertaking to
                              which it is a party or which is binding upon it
                              or any of its assets in any material respect;

          3.4.2     result in the creation or imposition of any security
                    interest, lien, charge or other encumbrance on any of its
                    assets pursuant to the provisions of any such mortgage,
                    contract or other undertaking.

3.5       It has received or obtained every consent of, licence from or
          exemption by any governmental or administrative body or authority
          required to authorise or required in connection with the
          performance, validity or enforceability of this agreement and the
          same are valid and subsisting.

3.6       The representations and warranties contained in Clauses 15.2 to 15.9
          of the Facilities Agreement are true and correct as at the date of
          this agreement with reference to the facts and circumstances
          existing at the time of this agreement.

4         FEES AND EXPENSES AND STAMP DUTY

4.1       MIH shall promptly following the demand of the Bank pay to the Bank
          all reasonable costs and expenses and registration charges
          (including legal fees and value added tax) incurred or to be
          incurred by the Bank in the negotiation, preparation, printing and
          execution of this agreement and the satisfaction of the conditions
          precedent under Clause 2.

4.2       MIH shall promptly following the demand of the Bank pay and
          indemnify the Bank in respect of any stamp duties, registration and
          like taxes or charges (if any) which may be payable or determined to
          be payable in connection with the making, performance or enforcement
          of this agreement.

5         AMENDMENTS TO FACILITIES AGREEMENT

5.1       The amendments to the Facilities Agreement set out in Schedule 2
          hereto shall take effect from the Effective Time.

5.2       The entry into of this agreement and the amendments effected
          pursuant to Clause 5.1 shall not prejudice any of the rights or
          remedies (including in respect of Demand Events) which may have
          arisen in favour of the Bank with respect to each or any of the
          Obligors prior to the entry into of this agreement or the time that
          the amendments effected pursuant to Clause 5.1 become effective
          pursuant to Clause 2 (as the case may be) and such rights and
          remedies shall be deemed to be continuing and unwaived if they would
          have been continuing and unwaived but for the execution, delivery
          and performance of this agreement or effecting of such amendments
          (as the case may be).


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6         DISPOSAL OF SHARES IN OPEN TV

          With effect from the Effective Time only, the Bank consents to the
          sale by OTV Holdings of all the right, title and interest of OTV
          Holdings in and to its shares in the capital of Open TV.

7         INCORPORATION OF TERMS OF THE FACILITIES AGREEMENT

          The terms and conditions of the Facilities Agreement are hereby
          incorporated mutatis mutandis to the fullest extent not inconsistent
          with this agreement and as if any reference to the Facilities
          Agreement included a several reference to this agreement and to the
          Facilities Agreement as amended or as to be amended by this
          agreement. This agreement is supplemental to the Facilities
          Agreement and shall be read as one with it. Save as otherwise
          specified in this agreement, the Facilities Agreement and the other
          Security Documents shall remain in full force and effect in
          accordance with their respective terms save that references to the
          Facilities Agreement shall be taken to be references to the
          Facilities Agreement as amended or to be amended by this agreement
          with effect from the Effective Time.

8         DESIGNATION OF THIS AGREEMENT AS A SECURITY DOCUMENT

          This agreement is a Security Document.

9         COUNTERPARTS

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

10        CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

          Unless the right of enforcement is expressly granted to a third
          party, it is not intended that a third party should have the right
          to enforce a provision of this agreement pursuant to the Contracts
          (Rights of Third Parties) Act 1999. The parties hereto may rescind
          or vary this agreement without the consent of a third party to whom
          an express right to enforce any of its terms has been provided.

11        LAW AND JURISDICTION

11.1      This agreement shall be governed by and construed in accordance with
          English law.

11.2      MIH agrees for the benefit of the Bank that the courts of England
          shall have jurisdiction to hear and determine any suit, action or
          proceeding and to settle any disputes, which may arise out of or in
          connection with this agreement and, for such purposes, irrevocably
          submits to the jurisdiction of such courts.

11.3      MIH irrevocably waives any objection which it might now or hereafter
          have to the courts referred to in Clause 11.2 being nominated as the
          forum to hear and determine any suit, action or proceeding, and to
          settle any disputes, which may arise out of or in connection with
          this agreement and agrees not to claim that any such court is not a
          convenient or appropriate forum.

11.4      The submission to the jurisdiction of the courts referred to in
          Clause 11.2 shall not (and shall not be construed so as to) limit
          the right of the Bank to take proceedings


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          against MIH or any party to any Security Document in any other court
          of competent jurisdiction nor shall the taking of proceedings in any
          one or more jurisdictions preclude the taking of proceedings in any
          other jurisdiction, whether concurrently or not.

11.5      MIH agrees that the process by which any suit, action or proceeding
          against it in England is begun may be served on it by being
          delivered to Wilmer, Cutler & Pickering at 4 Carlton Gardens,
          London, SW1Y 5AA.

IN WITNESS whereof the parties hereto have caused this agreement to be duly
executed on the date first above written



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                                  SCHEDULE 1

                        CONDITIONS PRECEDENT DOCUMENTS


1         The Deposit Charge and the Liberty Share Charge duly executed and
          delivered by the parties thereto together with (to the extent
          necessary) duly executed transfer forms of the relevant shares in
          favour of the Bank (or its nominee) and the corresponding share
          certificates and such other documents and information as the Bank
          may in its discretion require to enable the relevant charge to be
          perfected.

2         Written confirmation (and/or other evidence satisfactory to the
          Bank) from each of the Obligors that has entered into a Security
          Document prior to the date of this agreement that each of the
          amendments referred to in this agreement is binding on it and that
          its obligations, and the security created by it, contained in each
          such Security Document are not discharged, impaired or otherwise
          affected by any of them and remain in full force and effect
          notwithstanding the entry into of this agreement.

3         In relation to OTV Holdings and MIH:

          (i)       certified true and up-to-date copies of the constitutional
                    documents of it together with certificates addressed to
                    the Bank from a duly authorised officer of it setting out
                    the names and signatures of the persons authorised to
                    execute on behalf of it this agreement and/or the Liberty
                    Share Charge and/or the confirmations referred to in
                    paragraph 2 above and confirming such other matters as the
                    Bank may require;

          (ii)      certified true copies of board resolutions or other
                    necessary corporate action required to authorise the
                    execution, delivery and performance by it of this
                    agreement and/or the Liberty Share Charge and/or the
                    confirmations referred to in paragraph 2 above and
                    authorising appropriate persons to execute and deliver the
                    same on their respective behalves;

          (iii)     evidence satisfactory to the Bank that all necessary
                    approvals have been given or obtained by each party to
                    this agreement and/or the Liberty Share Charge and/or the
                    confirmations referred to in paragraph 2 above to give
                    effect to the transactions contemplated hereby or thereby.

3         A copy, certified true by a director or the secretary of MIH, of the
          corporate structure chart of MIH and its Subsidiaries.

4         Such evidence of the appointment of process agents in England and
          the acceptance of such appointments as the Bank may require in
          respect of the Security Documents and the Liberty Share Charge and
          this agreement.

5         All legal and other matters in relation to this agreement and the
          Liberty Share Charge and the Security Documents and the transactions
          contemplated by this agreement and the Liberty Share Charge and
          Security Documents shall be in form and substance satisfactory to
          the Bank.

6         Opinions from British Virgin Islands and United States of America
          legal advisers in relation to this agreement and the Liberty Share
          Charge, together with such opinions from legal advisers in such
          other jurisdictions as the Bank in its sole and absolute discretion
          may require.



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                                  SCHEDULE 2

                      AMENDMENTS TO FACILITIES AGREEMENT


With effect from the Effective Time, the Facilities Agreement shall be amended
as follows:

(i)       the following words shall be deleted from the definition of "MIH
          Group" in Clause 1.1 of the Facilities Agreement:

                    "Open TV and its Subsidiaries and";

(ii)      the definition of "Open TV Share Charge" shall be deleted from
          Clause 1.1 of the Facilities Agreement;

(iii)     the following definitions shall be incorporated into Clause 1.1 of
          the Facilities Agreement:

          "         "DEPOSIT CHARGE" means a deposit charge by the Borrower in
                    favour of the Bank in a form acceptable to the Bank over
                    all right, title and interest of the Borrower in and to a
                    cash deposit deposited by the Borrower with the Bank,
                    securing all liabilities of the Obligors to the Bank from
                    time to time;

                    "LIBERTY" means Liberty Media Corporation, a Delaware
                    corporation;

                    "LIBERTY SHARE CHARGE" means a pledge or charge by OTV
                    Holdings in favour of the Bank in a form acceptable to the
                    Bank over all the rights, title and interest of OTV
                    Holdings in and to its shares in the capital of Liberty,
                    securing all liabilities of the Obligors to the Bank from
                    time to time;

                    "SECOND AMENDMENT AGREEMENT" means an amendment agreement
                    dated 22 July 2002 between MIH and the Bank; ";

(iv)      the following words shall be incorporated into the definition of
          "Security Documents" in Clause 1.1 of the Facilities Agreement in
          place of the words "Open TV Share Charge":

                    "Liberty Share Charge, the Second Amendment Agreement, the
                    Deposit Charge";

(v)       the words "Liberty Share Charge and the Deposit Charge" shall be
          incorporated into Clauses 15.3, 15.4, 15.5, 15.6, 16.1 and 17.2.6 of
          the Facilities Agreement in place of the words "Open TV Share
          Charge";

(vi)      the words "Open TV and its Subsidiaries and" shall be deleted from
          Clause 17.2 of the Facilities Agreement;

(vii)     the words contained in Clause 19.2(b) of the Facilities Agreement
          shall be deleted in their entirety and replaced with the following
          words:

                    "the aggregate amount of one-third of the UBC Market
                    Valuation and one-half of the Liberty Market Valuation and
                    the Cash Collateral shall at all times exceed the
                    aggregate for the time being of all outstanding Advances
                    and the Borrower's maximum actual and potential liability
                    to the Bank in respect of any Guarantee issued pursuant to
                    this agreement.";



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(viii)    the following definition of "Cash Collateral" shall be incorporated
          into Clause 19.3 of the Facilities Agreement:

          "         "CASH COLLATERAL" means cash deposited by MIH with the
                    Bank into a specific account or accounts at the Bank over
                    which a pledge or charge under the Deposit Charge has been
                    granted in favour of the Bank;";


(ix)      the words "(including, for these purposes, Open TV and its
          Subsidiaries)" shall be deleted from the definition of "Consolidated
          Financial Indebtedness" in Clause 19.3 of the Facilities Agreement;

(x)       the definitions of "Open TV Market Valuation" and "UBC Market
          Valuation" shall be deleted from Clause 19.3 of the Facilities
          Agreement and replaced with the following definitions of "Liberty
          Market Valuation" and "UBC Market Valuation":

          "         "LIBERTY MARKET VALUATION" means at any time the market
                    value of those shares in Liberty subject to a pledge or
                    charge under the Liberty Share Charge in favour of the
                    Bank and which are quoted on the New York Stock Exchange
                    (or if not actually quoted on the New York Stock Exchange
                    the Bank is satisfied in its discretion that those shares
                    are fully exchangeable for shares which are quoted on the
                    New York Stock Exchange) based on the mid-market price for
                    shares in Liberty quoted on the New York Stock Exchange at
                    close of business on the relevant day (or, if such date is
                    not a Business Day, the preceding such Business Day) as
                    determined by the Bank; and

                    "UBC MARKET VALUATION" means at any time the lesser of
                    $75,000,000 and the then market value of those shares in
                    UBC subject to a pledge or charge under the UBC Share
                    Charge in favour of the Bank and which are quoted on the
                    Stock Exchange of Thailand based on the mid-market price
                    for shares in UBC on the Stock Exchange of Thailand at
                    close of business on the relevant date all as determined
                    by the Bank.";

(xi)      Clauses 19.4 and 19.5 of the Facilities Agreement shall be deleted
          in their entirety and replaced with the following two Clauses 19.4
          and 19.5:

                    "19.4     The financial covenant referred to in Clause
                              19.2(a) shall be tested semi-annually each 31
                              March and 30 September in each year commencing
                              on 31 March 2000 and the financial covenant
                              referred to in Clause 19.2(b) shall be tested at
                              any time, by reference as appropriate to the
                              audited consolidated annual accounts or
                              unaudited consolidated semi-annual accounts of
                              the MIH Group and to market capitalisations
                              determined by the Bank in accordance with the
                              definitions of "Consolidated Market Value" or
                              "Liberty Market Valuation" or "UBC Market
                              Valuation". Any calculation shall be made by the
                              Bank and such calculation shall be conclusive
                              and binding on the Borrower except in the case
                              of manifest error.

                    19.5      If the accounting principles and practices in
                              the MIH Group's audited consolidated or
                              unconsolidated annual accounts or unaudited
                              consolidated or unconsolidated semi-annual
                              accounts change after the date of this agreement
                              or the shares in the Borrower are no longer
                              quoted on NASDAQ or the shares in UBC subject to
                              a pledge or charge under the UBC Share Charge
                              are


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                              no longer quoted on the Stock Exchange of
                              Thailand or the shares in Liberty subject to a
                              pledge or charge under the Liberty Share Charge
                              are no longer quoted on the New York Stock
                              Exchange or if they were never quoted on the New
                              York Stock Exchange the Bank is of the view that
                              those shares in Liberty are no longer fully
                              exchangeable for shares which are quoted on the
                              New York Stock Exchange or the accounting
                              reference date of any MIH Group Company changes
                              or any other change in law or accounting
                              principles occurs after the date of this
                              agreement, the Borrower shall notify the Bank
                              (or the Bank shall notify the Borrower as the
                              case may be) of such change and shall, if the
                              Bank requests, consider in good faith changes to
                              the financial covenants set out in this Clause
                              19 to reflect such change provided that if there
                              is no agreement as to the proposed changes then
                              in the case of the shares in the Borrower no
                              longer being quoted on NASDAQ or the shares in
                              UBC subject to a pledge or charge under the UBC
                              Share Charge no longer being quoted on the Stock
                              Exchange of Thailand or the shares in Liberty
                              subject to a pledge or charge under the Liberty
                              Share Charge no longer being quoted on the New
                              York Stock Exchange or if they were never quoted
                              on the New York Stock Exchange the Bank is of
                              the view that those shares in Liberty are no
                              longer fully exchangeable for shares which are
                              quoted on the New York Stock Exchange the
                              changes specified by the Bank to reflect such
                              changes shall prevail and take effect in
                              accordance with their terms and in all other
                              cases the Borrower shall in addition to
                              delivering accounts reflecting such change in
                              accordance with this agreement deliver accounts
                              prepared on the basis that such change had not
                              been made in accordance with this agreement and
                              the financial covenants set out in this Clause
                              19 shall continue to be tested on the basis of
                              the accounts prepared on the basis that such
                              change had not been made.".




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                                  SIGNATORIES


MIH

MIH LIMITED

By:                                    /s/ David Tudor
                                       -----------------------

THE BANK

ABSA BANK LIMITED


By: /s/ Martin Collard            By:  /s/ David Colgan
    -----------------------            -----------------------