**Exhibit 4.12**

 

*English Translation forinformation purposes only*

 

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

 

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**”).

 

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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, 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.,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 Borrowers on a subsequent date) which wereabsorbed by Cableuropa, the universal successor of all of the companies’ rightsand obligations) and Ono Finance executed a subordinated multi-borrower creditfacility (the “**Original Facility**”), whereby the Borrowers received from OnoFinance a facility for a maximum of 123,071,054.35 Euros, undertaking to pay toOno Finance upon any payment or prepayment of principal made by the Borrowersunder the Original Facility, apart from the principal, 1,928,945.65 Euros as amaintenance and repayment fee, the aggregate being 125,000,000.

 

**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 on today’sdate the Borrowers (each one as described below) have sold and handed over toOno Finance certain Euro Bonds (as this term is defined in the OriginalFacility) for a total nominal amount of 79.372.000 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.

 

Thenominal amounts of the Euro Bonds sold and handed over by each of the Borrowersto Ono Finance are as follows:

 
| Cableuropa:      |   | 65.196.000  Euros    |       |
|------------------|--------|----------------------|------------|
|             |   |                 |       |
| Valencia:        |   | 3.000.000  Euros     |       |
|             |   |                 |       |
| Valencia Sur:    |   | 4.801.000  Euros     |       |
|             |   |                 |       |
| Valencia  Norte: |   | 3.750.000  Euros     |       |
|             |   |                 |       |
| Murcia:          |   | 2.625.000  Euros     |       |
|             |   |                 |       |
| Univertel        |   | 0 Euros              |       |
|             |   |                 |       |
| Hydra            |   | 0 Euros              |       |
|             |   |                 |       |
| **Total**        |   | **79.372.000 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 AMOUNTAND OF THE MAINTENANCE 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, 44,923,888 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, 704,112 Euros.

 

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

 
|               |   | **Comisión  de  Mantenimiento y  Reembolso** |       | **Importe  Máximo  Acreditado** |       | **Total**            |       |
|--------------------|--------|---------------------------------------------------|------------|--------------------------------------|------------|----------------------|------------|
|               |   |                                              |       |                                 |       |                 |       |
| **Cableuropa**     |   | 60,646 Euros                                      |       | 3,869,354  Euros                     |       | 3,930,000  Euros     |       |
|               |   |                                              |       |                                 |       |                 |       |
| **Valencia**       |   | 136,184 Euros                                     |       | 8,688,816  Euros                     |       | 8,825,000  Euros     |       |
|               |   |                                              |       |                                 |       |                 |       |
| **Valencia Sur**   |   | 217,878 Euros                                     |       | 13,901,122  Euros                    |       | 14,119,000 Euros     |       |
|               |   |                                              |       |                                 |       |                 |       |
| **Valencia Norte** |   | 170,241 Euros                                     |       | 10,861,759  Euros                    |       | 11,032,000  Euros    |       |
|               |   |                                              |       |                                 |       |                 |       |
| **Murcia**         |   | 119,163 Euros                                     |       | 7,602,837  Euros                     |       | 7,722,000  Euros     |       |
|               |   |                                              |       |                                 |       |                 |       |
| **Univertel**      |   | 0 Euros                                           |       | 0 Euros                              |       | 0 Euros              |       |
|               |   |                                              |       |                                 |       |                 |       |
| **Hydra**          |   | 0 Euros                                           |       | 0 Euros                              |       | 0 Euros              |       |
|               |   |                                              |       |                                 |       |                 |       |
| **Total**          |   | **704,112 Euros**                                 | ** ** | **44,923,888 Euros**                 | ** ** | **45,628,000 Euros** | ** ** |

 

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

# ** **

## **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.

 

## **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 might otherwisecorrespond thereto.

 

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

 

**[SIGNATURES]**

 

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