**Exhibit4.10**

 

*Translation for information purposesonly*

 

**NOVATION AGREEMENT TO MODIFY, WITHOUT TERMINATION, A DOLLARMULTI-BORROWER CREDIT FACILITY DATED 6 MAY 1999**

 

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 Mr EugenioGaldón, as representative of MULTITEL HOLDINGS, S.L., President of the Board ofDirectors, and Mr Richard David Alden, in his condition as Managing Director(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 6 may 1999, theBorrowers (which included the companies Huelva de Cable y Televisión, S.A.,Cádiz de Cable y Televisión, S.A., Cable y Televisión de El Puerto, S.A., Cabley 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. (even if Santander de Cable, S.A. and TDC Sanlúcar, S.A. became Borrowerson a subsequent date) which were absorbed by Cableuropa, the universal successorof all of the companies’ rights and obligations) and Ono Finance executed asubordinated multi-borrower credit facility (the “**Original Facility**”), wherebythe Borrowers received from Ono Finance a facility for a maximum of270,756,319.58 US Dollars, undertaking to pay to Ono Finance upon any paymentor prepayment of principal made by the Borrowers under the Original Facility,apart from the principal, 4,243,680.42 US Dollars as a maintenance andrepayment fee, the aggregate being 275,000,000 US Dollars.

 

**II.-**                                That the purpose of the Original Facilitywas to lend the Borrowers the funds obtained by Ono Finance with the Issue ofDollar Bonds (as this term is defined in the Original Facility), which wascarried out on the same date as the Original Facility.

 

**III.-**                            That on today’s date the Borrowers (eachone as described below) have sold and handed over to Ono Finance certain DollarBonds (as this term is defined in the Original Facility) for a total nominalamount of 182,902,000 US Dollars, a sale for which the consideration agreedupon was Ono Finance’s cancellation of said Dollar Bonds and the correspondingdecrease in the principal and in the maintenance and repayment fee of theOriginal Facility.

 

The nominal amounts of the Dollar Bondssold and handed over by each of the Borrowers to Ono Finance are as follows:

 
| Cableuropa:     |   | 150,243,000 US Dollars    |       |
|-----------------|--------|---------------------------|------------|
|            |   |                      |       |
| Valencia:       |   | 6,912,000 US Dollars      |       |
|            |   |                      |       |
| Valencia Sur:   |   | 11,059,000 US Dollars     |       |
|            |   |                      |       |
| Valencia Norte: |   | 8,640,000 US Dollars      |       |
|            |   |                      |       |
| Murcia:         |   | 6,048,000 US Dollars      |       |
|            |   |                      |       |
| Univertel       |   | 0 US Dollars              |       |
|            |   |                      |       |
| Hydra           |   | 0 US Dollars              |       |
|            |   |                      |       |
| **Total**       |   | **182,902,000**US Dollars | ** ** |

 

2

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**IV.-****                          **That as a result of theforegoing, the parties have decided to execute the present novation agreementto modify, without termination, the Original Facility (hereinafter, the “**Agreement**”)which shall be governed by the following

 

**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.****                                     ****MODIFICATIONOF THE LOAN AMOUNT AND OF THE MAINTENANCE AND REPAYMENT FEE**

 

## **2.1**                              Due to the cancellation of theDollar Bonds sold and handed over by the Borrowers to Ono Finance, theprincipal amount of the Original Facility shall be, as from today, 90,676,784US 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, 1,421,216 USDollars

 

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

 
|           |   | **Comisión de  Mantenimiento y  Reembolso** |       | **Importe Máximo  Acreditado** |       | **Total**                 |       |
|----------------|--------|--------------------------------------------------|------------|-------------------------------------|------------|---------------------------|------------|
|           |   |                                             |       |                                |       |                      |       |
| Cableuropa     |   | 28,842 US Dollars                                |       | 1,840,158 US Dollars                |       | 1,869,000 US Dollars      |       |
|           |   |                                             |       |                                |       |                      |       |
| Valencia       |   | 294,681 US Dollars                               |       | 18,801,319 US Dollars               |       | 19,096,000 US Dollars     |       |
|           |   |                                             |       |                                |       |                      |       |
| Valencia Sur   |   | 471,496 US Dollars                               |       | 30,082,504 US Dollars               |       | 30,554,000 US Dollars     |       |
|           |   |                                             |       |                                |       |                      |       |
| Valencia Norte |   | 368,351 US Dollars                               |       | 23,501,649 US Dollars               |       | 23,870,000 US Dollars     |       |
|           |   |                                             |       |                                |       |                      |       |
| Murcia         |   | 257,846 US Dollars                               |       | 16,451,154 US Dollars               |       | 16,709,000 US Dollars     |       |
|           |   |                                             |       |                                |       |                      |       |
| Univertel      |   | 0 US Dollars                                     |       | 0 US Dollars                        |       | 0 US Dollars              |       |
|           |   |                                             |       |                                |       |                      |       |
| Hydra          |   | 0 US Dollars                                     |       | 0 US Dollars                        |       | 0 US Dollars              |       |
|           |   |                                             |       |                                |       |                      |       |
| **Total**      |   | **1,421,216 US Dollars**                         | ** ** | **90,676,784 US Dollars**           | ** ** | **92,098,000 US Dollars** | ** ** |

 

3

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## **3.**                                     **FEES**

 

By way of intermediary fee to remunerate ONO Finance(Holdings) Limited for enabling the transaction to proceed, the Borrowers shallpay to ONO Finance (Holdings) Limited the fees set out in a letter from ONOFinance (Holdings) Limited dated as of the date hereof.

 

**4.**                                      **VALIDITY OFTHE 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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