Exhibit
4.3


 


EXECUTION VERSION


 


TELENET ADDITIONAL FACILITY E2 ACCESSION AGREEMENT


 


TERM LOAN E2 FACILITY


 


To:                            Toronto Dominion (Texas) LLC
as Facility Agent and KBC Bank NV as Security Agent


 


From:                The Telenet Additional Facility E2 Lenders
(as defined below)


 


Date: 25 August 2009


 


TELENET BIDCO NV - €2,300,000,000
Credit Agreement

dated 1
August 2007, as amended from time to time (the
Credit Agreement)


 


1.                                     In this Agreement:


 


Majority Term Loan E2
Facility Lenders means Telenet Additional Facility E2 Lenders, the
aggregate of whose Term Loan E2 Facility Commitments exceeds two thirds of the
aggregate of the Term Loan E2 Facility Commitments of all Telenet Additional
Facility E2 Lenders.


 


Telenet Additional Facility E2 Lender means each of the lenders under Term Loan
E2 Facility (as listed in Schedule 1 of the counterpart of this Agreement).


 


Term Loan B2A Facility means the €135,000,000 term
loan facility designated B2A and made available under the Credit Agreement.


 


Term Loan B2A Facility
Term means
the Term which is current, at the Effective Date, in respect of the outstanding
Loan under Term Loan B2A Facility.


 


Term Loan E2 Facility means the €90,000,000 term
loan facility made available by the Telenet Additional Facility E2 Lenders
under this Agreement.


 


Term Loan E2 Facility
Commitment means, in relation to a Telenet Additional Facility E2 Lender, the
amount in euros set opposite its name under the heading “Term Loan E2 Facility
Commitment” in Schedule 1 to the counterpart of this Agreement executed by that
Telenet Additional Facility E2 Lender, to the extent not cancelled,
transferred, or reduced under the Credit Agreement.


 


Term Loan E2 Facility Loan means a euro denominated loan
made to the Original Borrower by the Telenet Additional Facility E2 Lenders
under Term Loan E2 Facility.


 


2.                                     Unless otherwise defined in this Agreement,
terms defined in the Credit Agreement shall have the same meaning in this
Agreement and a reference to a Clause is a reference to a Clause of the Credit
Agreement.  The principles of
construction set out in Clause 1.2 (Construction) of the Credit Agreement apply
to this Agreement as though they were set out in full in this Agreement.


 


3.                                     We refer to Clause 2.7 (Telenet
Additional Facility) of the Credit Agreement.


 

















 


4.                                     This Agreement will take effect on the date
on which the Facility Agent notifies the Company and the Telenet Additional
Facility E2 Lenders that it has received the documents and evidence set out in
Schedule 2 to this Agreement, in each case in form and substance satisfactory
to it or, as the case may be, the requirement to provide any of such documents
or evidence has been waived by the Majority Term Loan E2 Facility Lenders (the Effective Date).


 


5.                                     We, the Telenet Additional Facility E2
Lenders, agree:


 


(a)                                  to become party to and to be bound by the
terms of the Credit Agreement as Lenders in accordance with Clause 2.7
(Telenet Additional Facility) of the Credit Agreement; and


 


(b)                                 to become party to the Intercreditor
Agreement as Lenders and to observe, perform and be bound by the terms and
provisions of the Intercreditor Agreement in the capacity as Lenders in
accordance with Clause 20.3 (Transfers by Finance Parties) of the Intercreditor
Agreement.


 


6.                                     The Telenet Additional Facility Commitment
in relation to a Telenet Additional Facility E2 Lender (for the purpose of the
definition of Telenet Additional Facility Commitment in Clause 1.1
(Definitions) of the Credit Agreement) is its Term Loan E2 Facility Commitment.


 


7.                                     Any interest due in relation to Term Loan
E2 Facility will be payable on the last day of each Term in accordance with
Clause 8 (Interest) of the Credit Agreement.


 


8.                                     The Availability Period for Term Loan E2
Facility shall be from the date of this Agreement up to and including 30 June 2010.


 


9.                                      (a)                                 The Company must pay to the
Facility Agent for each Lender a commitment fee in respect of the Term Loan E2
Facility computed at the rate of 40 per cent. of the Term Loan E2 Facility
Margin per annum on that Lender’s undrawn Term Loan E2 Facility Commitment,
subject to a maximum of 1 per cent. per annum.


 


(b)                                Accrued commitment fee is
payable quarterly in arrear.  Accrued commitment
fee is also payable to the Facility Agent for a Lender on the date its Term
Loan E2 Facility Commitment is cancelled in full.


 


10.                               The Term Loan E2 Facility may be drawn by
one Loan and no more than one Request may be made in respect of the Term Loan
E2 Facility under the Credit Agreement.


 


11.                                (a)                                 If any amount is to be applied
in mandatory prepayment of the Term Loan B2A Facility under Clause 7.3
(Mandatory prepayment from disposal proceeds) of the Credit Agreement, then on
the date of such prepayment the Company shall prepay the Term Loan E2 Facility
in an  amount equal to the amount which
is required to be applied in prepayment of any participation in the Term Loan
B2A Facility which is held by any Lender which is an Affiliate of the Company.


 


(b)                               If any amount is to be applied
in mandatory prepayment under Clause 7.3 (Mandatory prepayment from disposal
proceeds) of the Credit Agreement,  the
Company shall give a notice under Clause 7.5(a)(i) of the Credit Agreement
to apply any proportion of that amount towards the Term Loan E2 Facility where
it also gives notice under that Clause to apply a proportion of that amount
towards the Term Loan B2A Facility, so that (including taking into account any
prepayment of the Term Loan E2 Facility required under paragraph (a) above)
prepayments are made to Lenders under 


 

















 


the Term Loan
B2A Facility and Term Loan E2 Facility (other than Lenders which are Affiliates
of the Company) in a manner which is pro rata to the
amount of those Lenders’ participation in those Facilities.


 


12.                               The Term Loan E2 Facility Loan will be used
for general corporate purposes.


 


13.                               The Final Maturity Date in respect of this
Term Loan E2 Facility will be 31 March 2015.


 


14.                               The outstanding Term Loan E2 Facility Loan
will be repaid in full on the Final Maturity Date.


 


15.                               The Margin in relation to the Term Loan E2
Facility is 3.50 per cent. per annum.


 


16.                               The Borrower in relation to the Term Loan
E2 Facility is the Original Borrower.


 


17.                               (a)                                  For the purpose of this Clause


 


Approved Upsizing means any upsizing of the
Term Loan E2 Facility (the amount by which the Term Loan E2 Facility is upsized
at any one time being the Upsized Amount)
where the Term Loan E2 Facility Commitments constituting the Upsized Amount are
initially subscribed for by Telenet Mobile NV (or another member of the Group
other than the Company) and subsequently acquired by Lenders in exchange for a
notional equivalent amount of their Term Loan B2A Facility Commitments.


 


(b)                            The Term Loan E2 Facility may be upsized by
any amount, provided that:


 


(i)                                     the upsizing does not breach
any term of the Credit Agreement; and


 


(ii)                                 the proposed upsizing
constitutes an Approved Upsizing,


 


by the signing
of one or more further Telenet Additional Facility Accession Agreements, that
are designated on their face as “Telenet Additional Facility E2 Accession
Agreements” and specify (along with the other terms specified therein) the
Original Borrower as the sole Borrower and which specify Telenet Additional
Facility Commitments denominated in euros, to be drawn in euros, with the same
Final Maturity Date and Margin as specified in this Telenet Additional Facility
Accession Agreement.


 


(i)                                     (c)


 


(d)                                 For the purposes of this
paragraph 17, references to Telenet Additional Facility E2 Lenders Term Loan E2
Facility Loans shall include Lenders and Loans made under any such further
Telenet Additional Facility E2 Accession Agreement.


 


(e)                                  If the Original Borrower so requests, a Term for a
Term Loan E2 Facility Loan will end on the same day as the current Term for any
other Term Loan E2 Facility Loan.  On the
last day of those Terms, those Term Loan E2 Facility Loans will be consolidated
and treated as one Term Loan E2 Facility Loan.


 


18.                               The Borrower confirms, on behalf of itself
and each other Obligor, that the representations and warranties set out in
Clause 16 (Representations and Warranties) of the Credit Agreement (except for
Clauses 16.7 (Authorisations), 16.9 (No material adverse change), 16.10
(Litigation and insolvency proceedings), 16.11 (Business Plan), 16.12 (No
misleading information), 16.13 (Tax Liabilities), 16.14 (Security Interests),
16.17 (Ownership of assets), and 16.19 (ERISA)) are true and correct as if made
at the Effective Date with reference to the 


 

















 


facts
and circumstances then existing, and as if each reference to the Finance
Documents includes a reference to this Agreement.


 


19.                               Each of the Guarantors confirm that its
obligations under Clause 15 (Guarantee and Indemnity) of the Credit Agreement
and each of the Existing Security Providers confirms that the Security
Interests created pursuant to the Security Documents and its obligations under
the Finance Documents, shall continue unaffected and that such obligations
extend to the Total Commitments as increased by the addition of Term Loan E2
Facility and that such obligations shall be owed to each Finance Party
including the Telenet Additional Facility E2 Lenders.


 


20.                               Each Telenet Additional Facility E2 Lender
confirms to each Finance Party that:


 


(a)                                  it has made its own independent
investigation and assessment of the financial condition and affairs of each
Obligor and its related entities in connection with its participation in the
Credit Agreement and has not relied on any information provided to it by a
Finance Party in connection with any Finance Document; and


 


(b)                                 it will continue to make its own
independent appraisal of the creditworthiness of each Obligor and its related
entities while any amount is or may be outstanding under the Credit Agreement
or any Telenet Additional Facility Commitment is in force.


 


21.                               This Agreement and any non-contractual
obligations arising out of or in connection with it are governed by English
law.


 


22.                               This Agreement may be
executed in any number of counterparts, and by each party on separate
counterparts.  Each counterpart is an
original, but all counterparts shall together constitute one and the same
instrument.  Delivery of an executed
counterpart signature page of this Agreement by e-mail (PDF) or telecopy
shall be as effective as delivery of a manually executed counterpart of this
Agreement.


 

















 


SCHEDULE 1


 


TELENET ADDITIONAL FACILITY E2 LENDERS AND TERM LOAN E2 FACILITY

COMMITMENTS


 


	
  Telenet Additional
  Facility E2 Lender

  	
   

  	
  Term Loan E2 Facility

  Commitment

  (€)

  	
   

  
	
  Telenet Mobile NV

  	
   

  	
  90,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  90,000,000

  	
   

  



 

















 


SCHEDULE 2


 


CONDITIONS PRECEDENT DOCUMENTS


 


1.                                    Obligors


 


(a)                                A copy of the articles of association of
each Obligor.


 


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


 


(c)                                A specimen of the signature of each person
authorised on behalf of an Obligor to execute or witness the execution of this
Agreement or to sign or send any document or notice in connection with this
Agreement.


 


(d)                               A copy of the minutes of the shareholders’
meeting of each Obligor:


 


(i)                                   approving for the purposes of article 556
of the Belgian Companies Act, the terms of and transactions contemplated by
this Agreement; and


 


(ii)                                authorising named persons to fulfil the
formalities with the Registry of the Commercial Court of the registered office
of such Obligor following the decision taken in accordance with the above.


 


(e)                                A certificate of an authorised signatory of
the Original Borrower:


 


(i)                                    confirming that utilising the Total
Commitments (including the Term Loan E2 Facility Commitments) in full would not
breach any limit binding on any Obligor; and


 


(ii)                                 certifying that each copy document
specified in Part 1 of this Schedule is correct, complete and in full
force and effect as at a date no earlier than the date of this Agreement.


 


(f)                                  Evidence required by the Finance Parties
for the purpose of any applicable money laundering regulations.


 


2.                                    Legal opinions


 


(a)                                A legal opinion of Allen & Overy
LLP, English legal advisers to the Facility Agent, addressed to the Finance
Parties.


 


(b)                               A legal opinion of Allen & Overy
LLP, Belgian legal advisers to the Facility Agent, addressed to the Finance
Parties.


 


3.                                    Other documents


 


(a)                                Each Fee Letter.


 


(b)                               The deed of renunciation and restriction
entered into on the same date of this Agreement between Telenet BidCo NV and
Telenet Mobile NV.


 


(c)                                The Facility Agent instruction letter
entered into on the date of this Agreement between Telenet BidCo NV, Telenet
Mobile NV and the Facility Agent.


 

















 


(d)                               The netting agreement entered into on the
date of this Agreement between Telenet BidCo NV and Telenet Mobile NV.


 

















 


SIGNATORIES


 


	
  AGENTS

  	
   

  
	
   

  	
   

  
	
  TORONTO
  DOMINION (TEXAS) LLC as Facility Agent

  	
   

  
	
   

  	
   

  
	
  By: Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  KBC
  BANK NV as Security Agent

  	
   

  
	
   

  	
   

  
	
  By: Authorized
  Signatory

  	
   

  



 

















 


	
  COMPANY

  	
   

  
	
   

  	
   

  
	
  TELENET
  BIDCO NV

  	
   

  
	
   

  	
   

  
	
  By: Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
  By: Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ORIGINAL BORROWER

  	
   

  
	
   

  	
   

  
	
  TELENET
  BIDCO NV

  	
   

  
	
   

  	
   

  
	
  By: Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
  By: Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  GUARANTORS

  	
   

  
	
   

  	
   

  
	
  TELENET
  BIDCO NV

  	
   

  
	
   

  	
   

  
	
  By: Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
  By: Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  TELENET
  NV

  	
   

  
	
   

  	
   

  
	
  By: Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
  By: Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXISTING SECURITY PROVIDERS

  	
   

  
	
   

  	
   

  
	
  TELENET
  BIDCO NV

  	
   

  
	
   

  	
   

  
	
  By: Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
  By: Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  TELENET
  NV

  	
   

  
	
   

  	
   

  
	
  By: Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
  By: Authorized
  Signatory

  	
   

  



 

















 


	
  TELENET
  GROUP HOLDING NV

  	
   

  
	
   

  	
   

  
	
  By: Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
  By: Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  TELENET
  VLAANDEREN NV

  	
   

  
	
   

  	
   

  
	
  By: Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
  By: Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  TELENET
  COMMUNICATIONS NV

  	
   

  
	
   

  	
   

  
	
  By: Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
  By: Authorized
  Signatory

  	
   

  



 

















 


	
  TELENET ADDITIONAL FACILITY E2 LENDERS

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  TELENET
  MOBILE NV

  	
   

  
	
   

  	
   

  
	
  By: Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
  By: Authorized
  Signatory