Exhibit 4.5


 


AMENDMENT AND WAIVER REQUEST


 


Toronto Dominion (Texas) LLC as Facility Agent


For the attention of Mr. Rory McCarthy


Triton Court, 14/18 Finsbury Square


London EC2A 1DB


 


KBC Bank NV as Security Agent


For the attention of


Havenlaan 2


B-1080 Brussels


Belgium


 


BY FACSIMILE AND E-MAIL


 


July 31, 2009


 


Dear Sirs,


 


We refer to the credit facilities agreement dated August 1,
2007 (as amended and restated from time to time), by and among Telenet BidCo
NV, Telenet NV, UPC Belgium NV (which was subsequently merged into Telenet NV),
ABN Amro Bank N.V., BNP Paribas S.A. and J.P. Morgan plc as Mandated Lead
Arrangers and Initial Original Lenders, Toronto Dominion (Texas) LLC
(originally BNP Paribas) as facility agent and KBC Bank NV as security agent
(the “Credit Facilities Agreement”).


 


Capitalized terms used but not otherwise defined in
this letter have the meaning ascribed to them in the Credit Facilities
Agreement.


 


We also refer to the following Telenet Additional
Facilities (the “New Telenet Additional Facilities”) which we intend to
implement upon receipt of the consents referred to below:


 


	
  Facility Name

  	
   

  	
  Maturity

  	
   

  	
  Initial lender

  
	
  Telenet
  Additional Facility D

  	
   

  	
  31
  December 2014

  	
   

  	
  Telenet
  Mobile NV

  
	
  Telenet
  Additional Facility E1

  	
   

  	
  31
  March 2015

  	
   

  	
  Telenet
  Mobile NV

  
	
  Telenet
  Additional Facility E2

  	
   

  	
  31
  March 2015

  	
   

  	
  Telenet
  Mobile NV

  
	
  Telenet
  Additional Facility F

  	
   

  	
  31
  July 2017

  	
   

  	
  Telenet
  Mobile NV

  



 

















 


(1)           One-off waiver of Clause 2.7(e)(ii) (Telenet Additional Facility) of the Credit Facilities
Agreement


 


We hereby seek the consent of the Majority Lenders, in
accordance with Clause 26.1 (Procedure)
of the Credit Facilities Agreement, to waive their rights under Clause 2.7(e)(ii) (Telenet Additional Facility) of the Credit
Facilities Agreement to permit the entry into the New Telenet Additional
Facilities only by the Original Borrower, on the condition that any Term Loan A
Facility Commitment, any Term Loan B1 Facility Commitment, any Term Loan B2A
Facility Commitment, any Term Loan B2B Facility Commitment or any Term Loan C
Facility Commitment acquired by Telenet Mobile NV shall be held at all times by
Telenet Mobile NV or another member of the Group (other than the Company). We
agree that any breach of this condition will constitute an immediate Event of
Default under the Credit Facilities Agreement.


 


(2)           Amendment to the definition of “Final Maturity Date”


 


We
hereby seek the consent of the Majority Lenders, in accordance with Clause 26.1
(Procedure) of the Credit
Facilities Agreement, to amend the definition of Final Maturity Date in Clause
1.1 (Definitions) so that it reads as
follows:


 


“Final
Maturity Date means:


 


(a)           the Term Loan A Facility
Final Maturity Date;


 


(b)           the Term Loan B1 Facility
Final Maturity Date;


 


(c)           the Term Loan B2A Facility
Final Maturity Date;


 


(d)           the Term Loan B2B Facility
Final Maturity Date;


 


(e)           the Term Loan C Facility
Final Maturity Date;


 


(f)            the Revolving Facility
Final Maturity Date; or


 


(g)           the Final Maturity Date as
set out in any Telenet Additional Facility Accession Agreement.”


 


(3)           Amendment to the Intercreditor
Agreement


 


We hereby seek the consent of the Majority Senior
Creditors (as defined in the Intercreditor Agreement), in accordance with
Clause 21.2 (Amendments, waivers and
consents) of the Intercreditor Agreement and the consent of the
Majority Lenders in accordance with Clause 26.1 (Procedure) of the Credit Facilities Agreement, to:


 


(a)           amend Clause 20.2(d) (Obligors,
Subordinated Debtors and new Intercompany Creditors and Debtors) of
the Intercreditor Agreement so that it reads as follows:


 


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“The Obligors must ensure that each member of the
Group which is not already an Intercompany Creditor or an Intercompany Debtor
but which is the creditor or debtor in respect of any indebtedness owed by an
Obligor to another member of the Group (other than any such indebtedness which
is comprised of Bank Debt) is bound by this Agreement as an Intercompany
Creditor or an Intercompany Debtor, as appropriate, by executing and delivering
to the Security Agent a Deed of Accession.”; and


 


(b)           replace the definition of ‘Intercompany Debt’ in
Clause 1.1 (Definitions) of the
Intercreditor Agreement with the following:


 


“Intercompany Debt means all indebtedness incurred by the Obligors or
any of them to the Intercompany Creditors or any of them (other than
indebtedness which is comprised of Bank Debt).”


 


(4)           Amendment to Clause 19.19 (Share capital) of the Credit Facilities Agreement


 


Telenet NV would like to proceed with a capital
increase of up to EUR 1,000,000,000 by means of a conversion of reserves (in
particular issue premiums) into capital without issuing additional shares.  This capital increase would be followed by a
capital decrease of the same amount by means of incorporation of losses (the “First
Capital Decrease”).  Subsequently,
Telenet NV would like to decrease its capital by an amount of up to EUR
500,000,000 (the “Second Capital Decrease”).  It will, however, not disburse the amount of
the Second Capital Decrease to its shareholders, Telenet BidCo NV (99.83%) and
Telenet Group Holding NV (0.17%), and thus, interest-bearing receivables
will be created for each such shareholder in the amount to which each is
entitled as a consequence of the Second Capital Decrease.


 


The receivable in favour of Telenet BidCo NV will be
permitted pursuant to Clause 19.15(a)(i) (Loans
and guarantees) of the Credit Facilities Agreement.  The receivable in
favour of Telenet Group Holding NV will be permitted pursuant to Clause 19.7(b) (Financial Indebtedness) of the Credit
Facilities Agreement, provided that Telenet Group Holding NV is a party to the
Intercreditor Agreement as a Subordinated Creditor (as defined in the
Intercreditor Agreement) (which it will become).


 


The Second Capital Decrease, as between Telenet NV and
Telenet Group Holding NV, will be permitted under Clause 19.19 (Share Capital) of the Credit Facilities
Agreement (as a Permitted Payment under paragraph (a) of the definition of
that term). However, Clause 19.19 (Share capital)
of the Credit Facilities Agreement prohibits (i) the First Capital
Decrease and (ii) the Second Capital Decrease (as between Telenet NV and
Telenet BidCo NV). Neither would fall within the definition of ‘Permitted
Payment’. In order to rectify this, we hereby seek the consent of the Majority
Lenders, in accordance with Clause 26.1 (Procedure)
of the Credit Facilities Agreement:


 


(i)            to treat both the First Capital Decrease and the
Second Capital Decrease as “Permitted Payments”; and


 


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(ii)           to replace Clause 19.19 (Share capital) of the Credit Facilities Agreement with the
following:


 


“Each
Obligor will not, and will procure that no member of the Group (other than in
respect of such other members of the Group in order to permit a solvent
reorganisation permitted under Clause 19.10(b)(iii) (Acquisitions and
mergers)) will, reduce its capital or purchase or redeem any class of its
shares or any other ownership interest in it, except to the extent the same: (a) constitutes
a Permitted Payment; (b) is a payment to an Obligor (or,
if not paid directly, results in the creation of a receivable from such Obligor
towards the Obligor effecting the capital decrease or share redemption); (c) is a payment
by a non-Obligor to another non-Obligor; (d) is carried out through an
incorporation of losses; or (e) in the case of members of the Group other
than Obligors, is otherwise permitted by Clause 19.13 (Restricted payments).”.


 


(5)           Amendment to Clause 1.1 (Definitions) of the Credit Facilities Agreement


 


We hereby seek the consent of the Majority Lenders, in
accordance with Clause 26.1 (Procedure)
of the Credit Facilities Agreement, to replace the definition of Qualifying
Lender of the Credit Facilities Agreement with the following:


 


“Qualifying Lender means a Lender which is:


 


(a)          a credit institution established in a country of the
European Economic Area or in a country with which the Kingdom of Belgium has
concluded a Double Tax Treaty;


 


(b)          a “non-resident saver” within the meaning of Article 105,
50 of the Royal Decree implementing the Belgian Income Tax Code 1992;


 


(c)           a “professional investor” within the
meaning of Article 105, 30 of the Royal Decree implementing the Belgian
Income Tax Code 1992;


 


(d)          in the case of a U.S. Borrower only,
a Lender which is not described in Clause 11.5 (U.S. Taxes) ; or


 


(e)           a company of a Member State that is associated with
the Borrower within the meaning of Article 105, 6° of the Royal Decree
implementing the Belgian Income Tax Code 1992 .”


 


(6)           Effectiveness


 


(a)                           In this letter, Effective Date
means:


 


(i)            the date on which the
Facility Agent notifies the Company and the Lenders that it has received all of
the documents set out in the Schedule (Conditions
precedent documents) to this letter, in form and substance
satisfactory to the 


 


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Facility Agent (acting
reasonably). The Facility Agent must give this notification as soon as
reasonably practicable; or


 


(ii)           such later date as the
Company and the Facility Agent may agree before the notification in
sub-paragraph (i) above is given.


 


(b)           The amendments
and waivers set out in paragraphs 1-5 above will take effect on the Effective
Date.


 


(7)           Miscellaneous


 


(a)           Each Obligor hereby consents to the amendments
and waivers contemplated by this letter and confirms that any guarantee or security given by it or created under a Finance Document
will continue in full force and effect and extend to the liabilities and
obligations of the Obligors to the Finance Parties under the Finance Documents
as amended by this letter.


 


(b)           This letter is a Finance Document and this letter and
any non-contractual obligations arising in connection with it are governed by
English law.


 


If the Majority Lenders agree to this request please
sign where marked below and return to us. If you have any questions or
concerns, please feel free to contact Mr. Dieter Nieuwdorp at +32 15 335
862.


 


Yours faithfully,


 


On behalf of
Telenet BidCo NV as Original Borrower and Original Guarantor


 


	
  Authorized
  Signatory

  	
   

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
  Title:

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  On behalf
  of Telenet NV as Original Guarantor

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Authorized
  Signatory

  	
   

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
  Title:

  	
   

  	
  Title:

  



 


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We confirm that the
Majority Lenders and the Majority Senior Creditors (as defined in the
Intercreditor Agreement) agree to the above.


 


On behalf of Toronto Dominion (Texas) LLC as Facility
Agent


 


	
  Authorized
  Signatory

  	
   

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
  Title:

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: August 25, 2009

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  On behalf of KBC Bank NV as
  Security Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Authorized
  Signatory

  	
   

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
  Title:

  	
   

  	
  Title:

  



 


 


Date:  August 25,
2009


 


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SCHEDULE


 


CONDITIONS PRECEDENT DOCUMENTS


 


1.             A
copy of the constitutional documents of each Obligor.


 


2.             A specimen of the signature
of each person authorised on behalf of each Obligor to sign this letter.


 


3.             A copy of a resolution of
the board of directors of each Obligor approving the terms of, and the
transactions contemplated by, this letter.


 


4.             A copy of the minutes of the
shareholders’ meeting of each Obligor and each Existing Security Provider
(except for Telenet Group Holding NV):


 


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


 


5.             A certificate of an
authorised signatory of each Obligor certifying that each copy document
specified in this Schedule is correct, complete and in full force and effect as
at a date no earlier than the date of this letter.


 


6.             A certificate of an
authorised signatory of each Existing Security Provider confirming that any security given by it or created under a Finance
Document will continue in full force and effect and extend to the liabilities
and obligations of the Obligors to the Finance Parties under the Finance
Documents as amended by this letter.


 


7.             An instruction letter to the
Facility Agent from Telenet Mobile NV and Telenet BidCo NV, providing inter alia that the rights of Telenet
Mobile NV to receive repayment of any amounts under Facilities transferred to
it are set off against a certain inter-company loan to be entered into between
Telenet Mobile NV and Telenet BidCo NV.


 


8.             Evidence that Telenet Mobile
NV has renounced its rights to receive the proceeds of any enforcement of any
Security held in respect of the Facilities.


 


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


 


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


 


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