Exhibit
4.2


 


EXECUTION VERSION


 


TELENET ADDITIONAL
FACILITY E1 ACCESSION AGREEMENT


 


TERM LOAN E1 FACILITY


 


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


 


From:                The Telenet Additional Facility E1 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 E1 Facility Lenders means Telenet Additional
Facility E1 Lenders, the aggregate of whose Term Loan E1 Facility Commitments
exceeds two thirds of the aggregate of the Term Loan E1 Facility Commitments of
all Telenet Additional Facility E1 Lenders.


 


Telenet Additional Facility E1 Lender means each of the lenders
under the Term Loan E1 Facility (as listed in Schedule 1 of the counterpart of
this Agreement).


 


Telenet Additional Facility E1A
Lender means
each lender of a Term Loan E1A Facility Loan (as listed in Schedule 1 of the
counterpart of this Agreement).


 


Telenet Additional Facility E1B
Lender means each lender of a Term Loan E1B Facility Loan (as
listed in Schedule 1 of the counterpart of this Agreement).


 


Term Loan B1 Facility means the €307,500,000 term
loan facility made available by the Lenders under Clause 2.2 (Term Loan B1
Facility) of the Credit Agreement.


 


Term Loan B2B Facility means the €90,000,000 term
loan facility made available by the Lenders under Clause 2.4 (Term Loan B2B
Facility) of the Credit Agreement.


 


Term Loan B1 Term means the Term currently
selected (as at the date of this Agreement) in respect of the outstanding
€307,500,000 Loan (the Term Loan B1 Facility Loan)
under the Term Loan B1 Facility.


 


Term Loan B2B Term means the Term currently
selected (as at the date of this Agreement) in respect the outstanding
€90,000,000 Loan (the Term Loan B2B Facility
Loan) under the Term Loan B2B Facility.


 


Term Loan E1 Facility means the €328,482,866.92 term
loan facility made available by the Telenet Additional Facility E1 Lenders
under this Agreement.


 


Term Loan E1 Facility Commitment means, in relation to a
Telenet Additional Facility E1 Lender, the amount in euros set opposite its
name under the heading “Term Loan E1 Facility Commitment” in Schedule 1 to the
counterpart of this Agreement executed by that Telenet 


 

















 


Additional Facility E1 Lender, to the extent not
cancelled, transferred, or reduced under the Credit Agreement.


 


Term Loan E1 Facility Loan means a euro denominated loan
made to the Original Borrower by the Telenet Additional Facility E1 Lenders
under the Term Loan E1 Facility.


 


Term Loan E1A Facility Loan means the €238,482,866.92
loan made to the Original Borrower by the Telenet Additional Facility E1A
Lenders under the Term Loan E1 Facility.


 


Term Loan E1B Facility Loan means the €90,000,000 loan
made to the Original Borrower by the Telenet Additional Facility E1B Lenders
under the Term Loan E1 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 E1 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 E1
Facility Lenders (the Effective Date).


 


5.                                      We, the Telenet Additional Facility
E1 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 E1 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 E1 Facility
Commitment.


 


7.                                      Any interest due in relation
to Term Loan E1 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 E1 Facility shall be from the date of this Agreement up to and
including the Effective Date.


 


9.                                      The Term Loan E1 Facility may
be drawn by two Loans and no more than two Requests may be made in respect of
the Term Loan E1 Facility under the Credit Agreement.


 


10.                                (a)                                 If any amount is to be applied
in mandatory prepayment of the Term Loan B1 Facility or the Term Loan B2B
Facility, in each case 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 E1 Facility in an amount equal to the amount which is required to
be applied in prepayment of any participation in the Term Loan B1 Facility or
Term Loan B2B 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 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 E1 Facility where it also gives notice under that
Clause to apply a proportion of that amount towards the Term Loan B1 Facility
and the Term Loan B2B Facility, so that (including taking into account any
prepayment of the Term Loan E1 Facility required under paragraph (a) above)
prepayments are made to Lenders under the Term Loan Loan E1 Facility, the Term
Loan B1 Facility and the Term Loan B2B 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 each of the Term Loan E1A Facility Loan and Term Loan E1B Facility Loan will
be a period equal to the period running from the Effective Date up to and
including:


 


(i)                                   in
the case of the Term Loan E1A Facility Loan, the last day of the Term Loan B1 Term;
and


 


(ii)                                in
the case of the Term Loan E1B Facility Loan, the last day of the Term Loan B2B Term.


 


(b)                              In
respect of the first Term only:


 


(i)                                   in the case of the Term Loan
E1A Facility Loan, EURIBOR shall mean the EURIBOR rate as determined in respect
of the Term Loan B1 Term; and


 


(ii)                                in the case of the Term Loan
E1B Facility Loan, EURIBOR shall mean the EURIBOR rate as determined in respect
of the Term Loan B2B Term.


 


(c)                               The Original
Borrower
shall request that the second Term for each of the Term Loan E1A Facility Loan
and the Term Loan E1B Facility Loan end on the same date, on
which date the Term Loan E1A Facility Loan and the Term Loan E1B Facility Loan
will be consolidated and treated as one Term Loan E1 Facility Loan.


 


12.                                The Term Loan E1 Facility
Loans will be used for general corporate purposes.


 


13.                                The Final Maturity Date in
respect of this Term Loan E1 Facility will be 31 March 2015.


 


14.                                The outstanding Term Loan E1
Facility Loans will be repaid in full on the Final Maturity Date.


 


15.                                The Margin in relation to the
Term Loan E1 Facility is 3.50 per cent. per annum.


 


16.                                The Borrower in relation to
the Term Loan E1 Facility is the Original Borrower.


 


17.


 


(a)                                  For the purpose of this Clause


 

















 


Approved Upsizing means any upsizing of the
Term Loan E1 Facility (the amount by which the Term Loan E1 Facility is upsized
at any one time being the Upsized Amount)
where the Term Loan E1 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 B1 Facility Commitments or Term
Loan B2B Facility Commitments (as relevant).


 


(b)                               The Term Loan E1 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 E1 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.


 


(iii)


 


(c)                                For the purposes of this
paragraph 17, references to Telenet Additional Facility E1 Lenders and Term
Loan E1 Facility Loans shall include Lenders and Loans made under any such
further Telenet Additional Facility E1 Accession Agreement.


 


(d)                               If the Original Borrower so requests, a Term for a
Term Loan E1 Facility Loan will end on the same day as the current Term for any
other Term Loan E1 Facility Loan.  On the
last day of those Terms, those Term Loan E1 Facility Loans will be consolidated
and treated as one Term Loan E1 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 E1 Facility and that such obligations shall be owed to each
Finance Party including the Telenet Additional Facility E1 Lenders.


 


20.                               Each Telenet Additional
Facility E1 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 E1 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 E1 Facility.


 


22.                               The Facility Office and
address for notices of each Telenet Additional Facility E1 Lender for the
purposes of Clause 33.2 (Contact details) of the Credit Agreement will be
that notified by each Telenet Additional Facility E1 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 E1 LENDERS AND TERM LOAN E1 FACILITY

COMMITMENTS


 


	
  Telenet
  Additional Facility E1 Lenders

  	
   

  	
  Term Loan E1 Facility

  Commitment

  (€)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Telenet Additional Facility E1A Lender

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Telenet Mobile NV

  	
   

  	
  238,482,866.92

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Telenet Additional Facility E1B Lender

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Telenet Mobile NV

  	
   

  	
  90,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  328,482,866.92

  	
   

  



 

















 


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 E1 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 E1 LENDERS

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  TELENET MOBILE NV

  	
   

  
	
   

  	
   

  
	
  By: Authorized Signatory

  	
   

  
	
   

  	
   

  
	
  By: Authorized Signatory