**Exhibit 4.3**

 

*Translation forinformation purposes only*

 

**NOVATION AGREEMENT TO MODIFY, WITHOUT TERMINATION, A EUROMULTI-BORROWER CREDIT FACILITY DATED 30 JUNE 2000**

 

In Madrid, on 13 February 2003.

 

**BETWEEN**

 

**Of the one part,**

 

CABLEUROPA, S.A.U., a company withregistered address at calle Basauri, Urbanización La Florida, Aravaca, Madrid,recorded at the Mercantile Registry of Madrid, in tome 9,174, folio 38, section8, under number 147,606, holding Fiscal Identification Code A-48514343,represented by Mr Eugenio Galdón, as representative of MULTITEL HOLDINGS, S.L.,President of the Board of Directors, and Mr Richard David Alden, in hiscondition as Managing Director (hereinafter, “**Cableuropa**”).

 

VALENCIA DE CABLE, S.A., a company withregistered address at Gremis, 12, Polígono Industrial Vara de Quart, Valencia,recorded at the Mercantile Registry of Valencia, in tome 5,479, folio 4,section 8, under number 47,567, holding Fiscal Identification Code no.A-81237307, represented by CABLEUROPA, S.A.U. in its capacity as ManagingDirector, which is represented by Mr Richard David Alden (hereinafter, “**Valencia**”).

 

MEDITERRÁNEA SUR SISTEMAS DE CABLE, S.A., acompany with registered address at Carretera de Ocaña, 15, Alicante, recordedat the Mercantile Registry of Alicante, in tome 1,855, folio 14, section 8, andnumber 34,967 and holding Fiscal Identification Code no. A-81238413,represented by CABLEUROPA, S.A.U. in its capacity as Managing Director, whichis represented by Mr Richard David Alden (hereinafter, “**Valencia Sur**”).

 

MEDITERRÁNEA NORTE SISTEMAS DE CABLE, S.A.,a company with registered address at Hermanos Bou, 16, Castellón de la Plana,recorded at the Mercantile Registry of Castellón, in tome 813, folio 165,section 8, under number 10,448, holding Fiscal Identification Code no.A-81237869, represented by CABLEUROPA, S.A.U. in its capacity as ManagingDirector, which is represented by Mr Richard David Alden (hereinafter, “**ValenciaNorte**”).

 

REGIÓN DE MURCIA DE CABLE, S.A., a companywith registered address at Avenida Juan Carlos I, s/n, Edificio Torre deCristal, Polígono Industrial Espinardo, Murcia, recorded at the MercantileRegistry of Murcia, in tome 1,038, folio 81, section 8, under number 19,469,holding Fiscal Identification Code no. A-30464853, represented by CABLEUROPA,S.A.U. in its capacity as Managing Director, which is represented by Mr RichardDavid Alden (hereinafter, “**Murcia**”).

 

UNIVERTEL COMUNICAÇÔES UNIVERSAIS, S.A., aPortuguese company with registered address at Avda. Joao Crisóstomo, 18, 3a,3ESQ, Lisbon, represented by CABLEUROPA, S.A.U. in its capacity as ManagingDirector, which is represented by Mr Richard David Alden (hereinafter, “**Univertel**”).

 

HYDRA SERVICIOS DE ATENCIÓN AL CLIENTE,S.A., a company with registered address at c/ Gremis, 4, Polígono IndustrialVara de Quart, Valencia, recorded at the Mercantile Registry of Valencia, intome 6,605, folio 51, under number V-71374, holding Fiscal Identification Codeno. A-96967914, represented by CABLEUROPA, S.A.U. in its capacity as SoleManager, which is represented by Mr Richard David Alden (hereinafter, “**Hydra**”)

 

(Hereinafter, all of them shall be jointlyreferred to as the “**Borrowers**” and individually as the “**Borrower**”).

 

**And of the other part,**

 

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ONO FINANCE Plc, a company with registeredaddress at 200 Aldersgate Street, EC1A 4JJ London, represented by Mr[                 ],acting as Director, by virtue of the powers conferred upon him in resolutionsadopted by the Board of Directors on 12 February, 2003 (hereinafter, “**Ono Finance**”or the “**Lender**”).

 

**THEY STATE**

 

**I.-****                                    **That on 30 june 2000, the Borrowers (which at the time included thecompanies Huelva de Cable y Televisión, S.A., Cádiz de Cable y Televisión,S.A., Cable y Televisión de El Puerto, S.A., Cable y Televisión de Andalucía,S.A., Corporación Mallorquina de Cable, S.A., Albacete Sistemas de Cable, S.A.and Santander de Cable S.A., which were absorbed by Cableuropa, the universalsuccessor of all of the companies’ rights and obligations) and Ono Financeexecuted a subordinated multi-borrower credit facility (the “**OriginalFacility**”), whereby the Borrowers received from Ono Finance afacility for a maximum of 200,000,000 Euros.

 

**II.-**                                 Thatthe purpose of the Original Facility was to lend the Borrowers the fundsobtained by Ono Finance with the Issue of Euro Bonds (as this term is definedin the Original Facility), which was carried out on the same date as theOriginal Facility.

 

**III.-**                             That ontoday’s date the Borrowers (each one as described below) have sold and handedover to Ono Finance certain Euro Bonds (as this term is defined in the OriginalFacility) for a total nominal amount of 86,298,000 Euros, a sale for which theconsideration agreed upon was Ono Finance’s cancellation of said Euro Bonds andthe corresponding decrease in the principal of the Original Facility.

 

The nominal amounts of the Euro Bonds soldand handed over by each of the Borrowers to Ono Finance are as follows:

 
| Cableuropa:     |   | 71,817,000 Euros     |       |
|-----------------|--------|----------------------|------------|
|            |   |                 |       |
| Valencia:       |   | 6,873,000 Euros      |       |
|            |   |                 |       |
| Valencia Sur:   |   | 1,118,000 Euros      |       |
|            |   |                 |       |
| Valencia Norte: |   | 1,254,000 Euros      |       |
|            |   |                 |       |
| Murcia:         |   | 5,236,000 Euros      |       |
|            |   |                 |       |
| Univertel:      |   | 0 Euros              |       |
|            |   |                 |       |
| Hydra:          |   | 0 Euros              |       |
|            |   |                 |       |
| **Total**       |   | **86,298,000 Euros** | ** ** |

 

**IV.-****                           **That as a result of the foregoing, the parties have decided toexecute the present novation agreement to modify, without termination, theOriginal Facility (hereinafter, the “**Agreement**”) which shall be governed by thefollowing

 

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**CLAUSES**

 

# **1.**                                      INTERPRETATION

# ** **

## The terms and expressions which appear inthe present Agreement in capital letters and which have not been assigned aspecific meaning herein, shall be construed in the same way as in the OriginalFacility.

##  

**2.**                                      **REDISTRIBUTIONOF DISPOSITIONS**

 

In accordance with Clause 7.1 of theOriginal Facility, Cableuropa accepts, and the rest of Borrowers and OnoFinance therefore authorise, to redistribute the Univertel Disposition underthe Original Agreement in an amount of 5,005,053.78 Euros which is herebyassumed by Cableuropa. For these purposes, Cableuropa has debited (with valuein the date of this Agreement) in the Univertel Account a reduction of itsDisposition in an amount of 5,005,053.78 Euros, such Disposition being thusreduced to 0 Euros and, simultaneously to this reduction, has credited (withvalue in the date of this Agreement) his own Account an increase in hisDisposition in an amount of 5,005,053.78 Euros. Cableuropa, with consent of therest of the parties, agrees to pay the amount of interest which has accrued on theamount the reduction in the Univertel Account up to the date hereof which shallpay when due.

 

Each one of Borrowers and Ono Financeacknowledge having been notified to the effects of the agreed in Clause 7.2 ofthe Original Facility, expressly waiving by signing this Agreement thenotification in writing form set forth in such Clause 7.2.

 

**3.**                                      **MODIFICATIONOF THE LOAN AMOUNT**

 

# **3.1**                              Due to thecancellation of the euro bonds sold and handed over by the borrowers to onofinance, the principal amount of the original facility shall be, as from today,113,702,000 Euros.

# ** **

**3.2**                              Considering the Redistribution of Dispositions anticipated in Clause2 of the present Contract and the cancellation of Bonds sold and given by theof Borrowers ones to Ono Finance, the new Credited Maximum Amount, that hasbeen fully withdrawn, is distributed between each one of the Borrowers in thefollowing way:

 
| **Cableuropa**     |   | 44,196,000 Euros      |       |
|--------------------|--------|-----------------------|------------|
|               |   |                  |       |
| **Valencia**       |   | 32,988,000 Euros      |       |
|               |   |                  |       |
| **Valencia Sur**   |   | 5,367,000 Euros       |       |
|               |   |                  |       |
| **Valencia Norte** |   | 6,021,000 Euros       |       |
|               |   |                  |       |
| **Murcia**         |   | 25,130,000 Euros      |       |
|               |   |                  |       |
| **Univertel**      |   | 0 Euros               |       |
|               |   |                  |       |
| **Hydra**          |   | 0 Euros               |       |
|               |   |                  |       |
| **Total**          |   | **113,702,000 Euros** | ** ** |

 

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# **4.**              FEES

# ** **

# **By way of intermediary fee toremunerate ONO Finance (Holdings) Limited for enabling the transaction toproceed, the Borrowers shall pay to ONO Finance (Holdings) Limited the fees setout in a letter from ONO Finance (Holdings) Limited dated as of the datehereof.**

# ** **

# **5.**              VALIDITY OF THE TERMS NOT MODIFIED

# ** **

The parties expressly declare that theterms agreed in the Original Facility, which have not been modified herein,shall be fully valid.

 

# **6.**              LAW

# ** **

The present Agreement shall be governed andinterpreted according to Spanish law.

 

# **7.**              JURISDICTION

# ** **

Each of the parties to the presentAgreement submits itself irrevocably to the exclusive jurisdiction of theCourts and Tribunals of the city of Madrid for the examination and resolutionof any claim that might arise from the fulfilment or interpretation of thepresent Agreement, expressly waiving any other jurisdiction which mightotherwise correspond thereto.

 

In witness whereof, the present Agreementis drawn up and signed on 8 original copies.

 

**[SIGNATURES]**

 

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