**Exhibit 4.22**

 

*English translation forinformation purposes only*

 

**NOVATION AGREEMENT TO MODIFY, WITHOUT TERMINATION, A EUROMULTI-BORROWER CREDIT FACILITY DATED 9 FEBRUARY 2001**

 

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, representedby Mr Eugenio Galdón, as representative of MULTITEL HOLDINGS, S.L., Presidentof the Board of Directors, and Mr Richard David Alden, in his condition asManaging 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, x

b15, Alicante, recorded at the MercantileRegistry of Alicante, in tome 1,855, folio 14, section 8, and number 34,967 andholding Fiscal Identification Code no. A-81238413, represented by CABLEUROPA,S.A.U. in its capacity as Managing Director, which is represented by Mr RichardDavid 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 9 February 2001, the Borrowers (which at the time includedthe companies 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.,Santander de Cable, S.A. and TDC Sanlúcar, S.A., which were absorbed byCableuropa, the universal successor of all of the companies’ rights andobligations) and Ono Finance executed a subordinated multi-borrower creditfacility (the “**Original Facility**”), whereby the Borrowers received from OnoFinance a facility for a maximum of 129,305,259.10 Euros, undertaking to pay toOno Finance upon any payment or prepayment of principal made by the Borrowersunder the Original Facility, apart from the principal, 20,694,740.90 Euros as amaintenance and repayment fee, the aggregate being 150,000,000 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 37,947,000 Euros, a sale for which theconsideration agreed upon was Ono Finance’s cancellation of said Euro Bonds andthe corresponding decrease in the principal and in the maintenance andrepayment fee 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:      |   | 29,183,000  Euros    |       |
|------------------|--------|----------------------|------------|
|             |   |                 |       |
| Valencia:        |   | 2,868,000  Euros     |       |
|             |   |                 |       |
| Valencia Sur:    |   | 1,542,000  Euros     |       |
|             |   |                 |       |
| Valencia  Norte: |   | 2,388,000  Euros     |       |
|             |   |                 |       |
| Murcia:          |   | 1,966,000  Euros     |       |
|             |   |                 |       |
| Univertel:       |   | 0 Euros              |       |
|             |   |                 |       |
| Hydra            |   | 0 Euros              |       |
|             |   |                 |       |
| **Total**        |   | **37,947,000 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.**                                      **MODIFICATION OF THE LOAN AMOUNT AND OF THEMAINTENANCE AND REPAYMENT FEE**

# ** **

**2.1**                               Due to the cancellation of the Euro Bonds sold and handed over bythe Borrowers to Ono Finance, the principal amount of the Original Facilityshall be, as from today, 96,593,615 Euros.

##  

As a result ofsaid cancellation, the maintenance and repayment fee agreed in Clause 19.2 ofthe Original Facility shall be proportionally reduced and shall be, as fromtoday, 15,459,385 Euros.

 

**2.2**                               The new Maximum Facility, which is available in its entirety and themaintenance and repayment fee agreed in Clause 19.2 of the Original Facility,shall be distributed among each of the Borrowers as follows:

 
|               |   | **Maintenance  and Repayment  Fee** |       | **Maximum  Facility** |       | **Total**                |       |
|--------------------|--------|-------------------------------------|------------|-----------------------|------------|--------------------------|------------|
|               |   |                                |       |                  |       |                     |       |
| **Cableuropa**     |   | 4,707,502  Euros                    |       | 29,413,498  Euros     |       | 34,121,000  Euros        |       |
|               |   |                                |       |                  |       |                     |       |
| **Valencia**       |   | 3,518,520  Euros                    |       | 21,984,480  Euros     |       | 25,503,000  Euros        |       |
|               |   |                                |       |                  |       |                     |       |
| **Valencia Sur**   |   | 1,891,223  Euros                    |       | 11,816,777  Euros     |       | 13,708,000  Euros        |       |
|               |   |                                |       |                  |       |                     |       |
| **Valencia Norte** |   | 2,929,823  Euros                    |       | 18,306,177  Euros     |       | 21,236,000  Euros        |       |
|               |   |                                |       |                  |       |                     |       |
| **Murcia**         |   | 2,412,317  Euros                    |       | 15,072,683  Euros     |       | 17,485,000  Euros        |       |
|               |   |                                |       |                  |       |                     |       |
| **Univertel**      |   | 0 Euros                             |       | 0 Euros               |       | 0 Euros                  |       |
|               |   |                                |       |                  |       |                     |       |
| **Hydra**          |   | 0 Euros                             |       | 0 Euros               |       | 0 Euros                  |       |
|               |   |                                |       |                  |       |                     |       |
| **Total**          |   | **15,459,386 Euros**                | ** ** | **96,593,615 Euros**  | ** ** | **112,053,000****Euros** | ** ** |

 

# **3.     FEES**

# ** **

By way of intermediary fee to remunerateONO Finance (Holdings) Limited for enabling the transaction to proceed, theBorrowers shall pay to ONO Finance (Holdings) Limited the fees set out in aletter from ONO Finance (Holdings) Limited dated as of the date hereof.

 

# **4.     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.

 

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# **5.     LAW**

# ** **

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

 

# **6.     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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