Exhibit
4.4


 


EXECUTION VERSION


 


TELENET ADDITIONAL FACILITY F ACCESSION AGREEMENT


 


TERM LOAN F FACILITY


 


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


 


From:      The Telenet Additional Facility F 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 F Facility
Lenders means
Telenet Additional Facility F Lenders, the aggregate of whose Term Loan F
Facility Commitments exceeds two thirds of the aggregate of the Term Loan F
Facility Commitments of all Telenet Additional Facility F Lenders.


 


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


 


Term Loan C Facility means the €1,062,500,000 term
loan facility made available under the Credit Agreement.


 


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


 


Term Loan F Facility means the €979,237,142.35 term
loan facility made available by the Telenet Additional Facility F Lenders under
this Agreement.


 


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


 


Term Loan F Facility Loan means a euro denominated loan
made to the Original Borrower by the Telenet Additional Facility F Lenders
under Term Loan F 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 F 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 F Facility Lenders (the Effective Date).


 


5.             We, the Telenet Additional Facility F
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 F 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 F Facility Commitment.


 


7.             Any interest due in relation to Term Loan F
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 F
Facility shall be from the date of this Agreement up to and including the
Effective Date.


 


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


 


10.           (a)           If any amount is to be applied in mandatory
prepayment of the Term Loan C 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 F Facility in an amount equal
to the amount which is required to be applied in prepayment of any
participation in the Term Loan C Facility which is held by any Term Loan C
Facility 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 only give a notice under Clause 7.5(a)(i) of
the Credit Agreement to apply any proportion of that amount towards the Term
Loan F Facility where it also gives notice under that Clause to apply a
proportion of that amount towards the Term Loan C Facility, so that (including
taking into account any prepayment of the Term Loan F Facility required under
paragraph (a) above) prepayments are made to Lenders under the Term Loan C
Facility and Term Loan F 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.


 


11.           (a)           The first Term to apply to
the Term Loan F Facility Loan will be a period equal to the period running from
the Effective Date up to and including the last day of the Term Loan C Facility
Term.


 


(b)           In respect of the first Term to
apply to the Term Loan F Facility Loan only, EURIBOR shall
mean the EURIBOR rate as determined in respect of the Term Loan C Facility Term.


 

















 


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


 


13.           The Final Maturity Date in respect of this
Term Loan F Facility will be 31 July 2017.


 


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


 


15.           The Margin in relation to the Term Loan F
Facility is 3.75 per cent. per annum.


 


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


 


17.           (a)           For the purpose of this Clause, Approved Upsizing means any upsizing of the Term Loan F
Facility (the amount by which the Term Loan F Facility is upsized at any one
time being the Upsized Amount) where the Term
Loan F 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 C Facility Commitments.


 


(b)           The Term Loan F 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 F 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.


 


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


 


(d)           If the Original Borrower so requests, a
Term for a Term Loan F Facility Loan will end on the same day as the current
Term for any other Term Loan F Facility Loan. 
On the last day of those Terms, those Term Loan F Facility Loans will be
consolidated and treated as one Term Loan F 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 F Facility and that such obligations
shall be owed to each Finance Party including the Telenet Additional Facility F
Lenders.


 


20.           Each Telenet Additional Facility F 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.           Each Telenet Additional Facility F Lender
and the Facility Agent agrees to waive the notice period in respect of drawdown
requests under Clause 5.1 (Giving of Request) of the Credit Agreement in
respect of this Term Loan F Facility.


 


22.           The Facility Office and address for notices
of each Telenet Additional Facility F Lender for the purposes of
Clause 33.2 (Contact details) of the Credit Agreement will be that
notified by each Telenet Additional Facility F Lender to the Facility Agent.


 


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


 


24.           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 F LENDERS AND TERM LOAN F FACILITY COMMITMENTS


 


	
  Telenet Additional
  Facility F Lender

  	
   

  	
  Term Loan F Facility

  Commitment

  (€)

  	
   

  
	
  Telenet Mobile NV

  	
   

  	
  979,237,142.35

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  979,237,142.35

  	
   

  



 

















 


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 F 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 F LENDERS

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  TELENET MOBILE NV

  	
   

  
	
   

  	
   

  
	
  By:
  Authorized Signatory

  	
   

  
	
   

  	
   

  
	
  By: Authorized Signatory