**Exhibit 4.20**

 

*Translation for information purposesonly*

 

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

 

In Madrid, on 13 February 2003

 

**BETWEEN**

 

**Of the one part,**

 

CABLEUROPA, S.A.U., a company with registered addressat calle Basauri, Urbanización La Florida, Aravaca, Madrid, recorded at theMercantile Registry of Madrid, in tome 9,174, folio 38, section 8, under number147,606, holding Fiscal Identification Code A-48514343, represented by MrEugenio Galdón, as representative of MULTITEL HOLDINGS, S.L., President of theBoard of Directors, and Mr Richard David Alden, in his condition as ManagingDirector (hereinafter, “**Cableuropa**”).

 

VALENCIA DE CABLE, S.A., a company with registeredaddress at Gremis, 12, Polígono Industrial Vara de Quart, Valencia, recorded atthe Mercantile Registry of Valencia, in tome 5,479, folio 4, section 8, undernumber 47,567, holding Fiscal Identification Code no. A-81237307, representedby CABLEUROPA, S.A.U. in its capacity as Managing Director, which isrepresented by Mr Richard David Alden (hereinafter, “**Valencia**”).

 

MEDITERRÁNEA SUR SISTEMAS DE CABLE, S.A., a companywith registered address at Carretera de Ocaña, 15, Alicante, recorded at theMercantile Registry of Alicante, in tome 1,855, folio 14, section 8, and number34,967 and holding Fiscal Identification Code no. A-81238413, represented byCABLEUROPA, S.A.U. in its capacity as Managing Director, which is representedby Mr Richard David Alden (hereinafter, “**Valencia Sur**”).

 

MEDITERRÁNEA NORTE SISTEMAS DE CABLE, S.A., a companywith registered address at Hermanos Bou, 16, Castellón de la Plana, recorded atthe Mercantile Registry of Castellón, in tome 813, folio 165, section 8, undernumber 10,448, holding Fiscal Identification Code no. A-81237869, representedby CABLEUROPA, S.A.U. in its capacity as Managing Director, which isrepresented by Mr Richard David Alden (hereinafter, “**Valencia Norte**”).

 

REGIÓN DE MURCIA DE CABLE, S.A., a company withregistered address at Avenida Juan Carlos I, s/n, Edificio Torre de Cristal,Polígono Industrial Espinardo, Murcia, recorded at the Mercantile Registry ofMurcia, in tome 1,038, folio 81, section 8, under number 19,469, holding FiscalIdentification Code no. A-30464853, represented by CABLEUROPA, S.A.U. in itscapacity as Managing Director, which is represented by Mr Richard David Alden(hereinafter, “**Murcia**”).

 

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

 

HYDRA SERVICIOS DE ATENCIÓN AL CLIENTE, S.A., acompany with registered address at c/ Gremis, 4, Polígono Industrial Vara deQuart, Valencia, recorded at the Mercantile Registry of Valencia, in tome6,605, folio 51, under number V-71374, holding Fiscal Identification Code no.A-96967914, represented by CABLEUROPA, S.A.U. in its capacity as Sole Manager,which is represented by Mr Richard David Alden (hereinafter, “**Hydra**”).

 

(Hereinafter, all of them shall be jointly referred toas the “**Borrowers**”and individually as the “**Borrower**”).

 

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**And of the other part,**

 

ONO FINANCE Plc, a company with registered address at200 Aldersgate Street, EC1A 4JJ London, represented by Mr [...], acting asDirector, by virtue of the powers conferred upon him in resolutions adopted bythe Board of Directors on 12 February, 2003 (hereinafter, “**Ono Finance**” or the “**Lender**”).

 

**THEY STATE**

 

**I.-****                                  **That on 9 February 2001, the Borrowers (which included the companiesHuelva de Cable y Televisión, S.A., Cádiz de Cable y Televisión, S.A., Cable yTelevisión de El Puerto, S.A., Cable y Televisión de Andalucía, S.A., CorporaciónMallorquina de Cable, S.A., Albacete Sistemas de Cable, S.A., Santander deCable, S.A. and TDC Sanlúcar, S.A., which were absorbed by Cableuropa, theuniversal successor of all of the companies’ rights and obligations) and OnoFinance executed a subordinated multi-borrower credit facility (the “**OriginalFacility**”), whereby the Borrowers received from Ono Finance afacility for a maximum of 172,407,012.13 US Dollars, undertaking to pay to OnoFinance upon any payment or prepayment of principal made by the Borrowers underthe Original Facility, apart from the principal, 27,592,987,87 US Dollars as amaintenance and repayment fee, the aggregate being 200,000,000 US Dollars.

 

**II.-**                               Thatthe purpose of the Original Facility was to lend the Borrowers the funds obtainedby Ono Finance with the Issue of Dollar Bonds (as this term is defined in theOriginal Facility), which was carried out on the same date as the OriginalFacility.

 

**III.-**                           That ontoday’s date the Borrowers (each one as described below) have sold and handedover to Ono Finance certain Dollar Bonds (as this term is defined in theOriginal Facility) for a total nominal amount of 116,486,000 US Dollars, a salefor which the consideration agreed upon was Ono Finance’s cancellation of saidDollar Bonds and the corresponding decrease in the principal and in themaintenance and repayment fee of the Original Facility.

 

Thenominal amounts of the Dollar Bonds sold and handed over by each of theBorrowers to Ono Finance are as follows:

 
| Cableuropa:     |   | 84,405,000 US Dollars     |       |
|-----------------|--------|---------------------------|------------|
|            |   |                      |       |
| Valencia:       |   | 10,498,000 US Dollars     |       |
|            |   |                      |       |
| Valencia Sur:   |   | 5,643,000 US Dollars      |       |
|            |   |                      |       |
| Valencia Norte: |   | 8,742,000 US Dollars      |       |
|            |   |                      |       |
| Murcia:         |   | 7,198,000 US Dollars      |       |
|            |   |                      |       |
| Univertel:      |   | 0 US Dollars              |       |
|            |   |                      |       |
| Hydra           |   | 0 US Dollars              |       |
|            |   |                      |       |
| **Total**       |   | **116,486,000**US Dollars | ** ** |

 

**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 in the presentAgreement in capital letters and which have not been assigned a specificmeaning herein, shall be construed in the same way as in the Original Facility.

##  

**2.**                                      **MODIFICATION OF THE LOAN AMOUNT AND OF THEMAINTENANCE AND REPAYMENT FEE**

 

## **2.1**                              Due to the cancellation of the Dollar Bonds sold and handed over bythe Borrowers to Ono Finance, the principal amount of the Original Facilityshall be, as from today, 71,991,996 US Dollars.

##  

As a result of said cancellation, themaintenance and repayment fee agreed in Clause 19.2 of the Original Facilityshall be proportionally reduced and shall be, as from today, 11,522,004 US Dollars.

 

## **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     |   | 0 US Dollars                        |       | 0 US Dollars             |       | 0 US Dollars             |       |
|           |   |                                |       |                     |       |                     |       |
| Valencia       |   | 3,770,582 US Dollars                |       | 23,559.418 US Dollars    |       | 27,330,000 US Dollars    |       |
|           |   |                                |       |                     |       |                     |       |
| Valencia Sur   |   | 2,026,843 US Dollars                |       | 12,664.157 US Dollars    |       | 14,691,000 US Dollars    |       |
|           |   |                                |       |                     |       |                     |       |
| Valencia Norte |   | 3,139,530 US Dollars                |       | 19,616,470 US Dollars    |       | 22,756,000 US Dollars    |       |
|           |   |                                |       |                     |       |                     |       |
| Murcia         |   | 2,585,049 US Dollars                |       | 16,151,951 US Dollars    |       | 18,737,000 US Dollars    |       |
|           |   |                                |       |                     |       |                     |       |
| Univertel      |   | 0 US Dollars                        |       | 0 US Dollars             |       | 0 US Dollars             |       |
|           |   |                                |       |                     |       |                     |       |
| Hydra          |   | 0 US Dollars                        |       | 0 US Dollars             |       | 0 US Dollars             |       |
|           |   |                                |       |                     |       |                     |       |
| **Total**      |   | **11,522,004**US Dollars            | ** ** | **71,991,996**US Dollars | ** ** | **83,514,000**US Dollars | ** ** |

 

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**3.**                                      **FEES**

 

By wayof intermediary fee to remunerate ONO Finance (Holdings) Limited for enablingthe transaction to proceed, the Borrowers shall pay to ONO Finance (Holdings)Limited the fees set out in a letter from ONO Finance (Holdings) Limited datedas of the date hereof.

 

**4.**                                      **VALIDITY OF THE TERMS NOT MODIFIED**

 

The parties expressly declare that the terms agreed inthe Original Facility, which have not been modified herein, shall be fullyvalid.

 

**5.**                                      **LAW**

 

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

 

**6.**                                      **JURISDICTION**

 

Each of the parties to the present Agreement submitsitself irrevocably to the exclusive jurisdiction of the Courts and Tribunals ofthe city of Madrid for the examination and resolution of any claim that mightarise from the fulfilment or interpretation of the present Agreement, expresslywaiving any other jurisdiction which might otherwise correspond thereto.

 

In witness whereof, the present Agreement is drawn upand signed on 8 original copies.

 

**[SIGNATURES]**

 

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