Exhibit 4.21

CONFORMED COPY





EUR 325,000,000

SECURED
FACILITY AGREEMENT

dated
12 May 2005

for

SBS
BROADCASTING S.A.

arranged
by

ABN
AMRO BANK N.V.
CITIGROUP GLOBAL MARKETS LIMITED
DEUTSCHE BANK AG LONDON
and

THE
ROYAL BANK OF SCOTLAND PLC

with

ABN
AMRO BANK N.V.

acting
as Facility Agent

and

ABN
AMRO BANK N.V.

acting
as Security Agent



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MULTICURRENCY
REVOLVING FACILITY AGREEMENT

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CONTENTS

|Clause |                                              | Page
|------ | -------------------------------------------- | ----
|1.     | Definitions and Interpretation               |     
|2.     | The Facility                                 |     
|3.     | Purpose                                      |     
|4.     | Conditions Of Utilisation                    |     
|5.     | Utilisation                                  |     
|6.     | Optional Currencies                          |     
|7.     | Repayment                                    |     
|8.     | Prepayment And Cancellation                  |     
|9.     | Interest                                     |     
|10.    | Interest Periods                             |     
|11.    | Changes To The Calculation Of Interest       |     
|12.    | Fees                                         |     
|13.    | Tax Gross-Up And Indemnities                 |     
|14.    | Increased Costs                              |     
|15.    | Other Indemnities                            |     
|16.    | Mitigation By The Lenders                    |     
|17.    | Costs And Expenses                           |     
|18.    | Guarantee And Indemnity                      |     
|19.    | Representations                              |     
|20.    | Information undertakings                     |     
|21.    | Financial Covenants                          |     
|22.    | General undertakings                         |     
|23.    | Events of Default                            |     
|24.    | Changes to the Lenders                       |     
|25.    | Changes to the Obligors                      |     
|26.    | Role of the Facility Agent and the Arrangers |     
|27.    | Role of Security Agent                       |     
|28.    | Conduct of Business by the Finance Parties   |     
|29.    | Sharing among the Finance Parties            |     
|30.    | Payment mechanics                            |     
|31.    | Set-off                                      |     
|32.    | Application of Proceeds                      |     
|33.    | Notices                                      |     
|34.    | Calculations and Certificates                |     
|       |                                              |     

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|35. | Partial Invalidity     |  | 79
|--- | ---------------------- |  | --
|36. | Remedies and Waivers   |  | 79
|37. | Amendments and Waivers |  | 79
|38. | Counterparts           |  | 81
|39. | Governing law          |  | 82
|40. | Enforcement            |  | 82

|SCHEDULE 1  | THE ORIGINAL PARTIES                    |                                                                        | 83
|----------- | --------------------------------------- | ---------------------------------------------------------------------- | --
|            | The Original Lenders                    |                                                                        | 84
|SCHEDULE 2  | CONDITIONS PRECEDENT                    |                                                                        | 85
|            | Part I                                  | Conditions precedent to initial Utilisation                            |   
|            | Part II                                 | Conditions Precedent required to be delivered by an Additional Obligor |   
|SCHEDULE 3  | UTILISATION REQUEST                     |                                                                        | 89
|SCHEDULE 4  | MANDATORY COST FORMULAE                 |                                                                        | 90
|SCHEDULE 5  | FORM OF TRANSFER CERTIFICATE            |                                                                        | 91
|SCHEDULE 6  | FORM OF ACCESSION LETTER                |                                                                        | 92
|SCHEDULE 7  | FORM OF RESIGNATION LETTER              |                                                                        | 93
|SCHEDULE 8  | FORM OF COMPLIANCE CERTIFICATE          |                                                                        | 94
|SCHEDULE 9  | EXISTING SECURITY                       |                                                                        | 95
|SCHEDULE 10 | LMA FORM OF CONFIDENTIALITY UNDERTAKING |                                                                        | 96
|SCHEDULE 11 | TIMETABLES                              |                                                                        | 99

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THIS AGREEMENTis dated 12 May 2005 and made between:

IT IS AGREEDas follows:

SECTION 1  INTERPRETATION



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7

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8

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Senior Leverage Ratio

Margin (%)> 3.5

1.503.0 £ 3.5

1.202.5 £ 3.0

0.952.0 £ 2.5

0.801.5 £ 2.0

0.75< 1.5

0.70






9

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SECTION 2  THE FACILITY









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SECTION 3  UTILISATION





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SECTION 4  REPAYMENT, PREPAYMENT AND CANCELLATION





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SECTION 5  COSTS OF UTILISATION







25

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SECTION 6  ADDITIONAL PAYMENT OBLIGATIONS



28

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SECTION 7  GUARANTEE









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SECTION 8  REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT













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56

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SECTION 9  CHANGES TO THE PARTIES







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61

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SECTION 10  THE FINANCE PARTIES





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SECTION 11  ADMINISTRATION





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81

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SECTION 12  GOVERNING LAW AND ENFORCEMENT





This Agreement has been entered into on the date stated at the beginning of this Agreement.

82

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SCHEDULE 1        THE ORIGINAL PARTIES

The Original Obligors

Name of Original Borrower

Kanal
5 Holding AB

SBS
Broadcasting SA





Name of Original Guarantor

Broadcast
Norge AS

TV
Norge AS

C
More Entertainment AB

C
More Group AB

Kanal
5 AB

Kanal
5 Holding AB

SBS
Belgium NV

SBS
Broadcasting SA

SBS
Nederlands BV

VT4 Ltd



________________________________________________
EBS International N.V. (as an Original Obligor)

83

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The Original Lenders

|Name of Original Lender        |  | Commitment EUR
|------------------------------ |  | --------------
|ABN AMRO Bank N.V.             |  | 175,000,000   
|Citibank International plc     |  | 50,000,000    
|Deutsche Bank AG London        |  | 50,000,000    
|The Royal Bank of Scotland PLC |  | 50,000,000    

84

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SCHEDULE 2        CONDITIONS PRECEDENT

Part I        Conditions precedent to initial Utilisation

85

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86

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Part II        Conditions Precedent required to be  delivered by an Additional Obligor

87

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88

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SCHEDULE 3        Utilisation Request



with
copy to:



Dated:

Dear
Sirs

SBS Broadcasting S.A.EUR 325,000,000 Facility Agreement
dated 12 May 2005 (the "Agreement")

Proposed Utilisation Date:

[            ] (or, if that is not a Business Day, the next Business Day)Currency of Loan:

[            ]Amount:

[            ] or, if less, the Available FacilityInterest Period:

[            ]


Yours
faithfully



________________________
authorised signatory for
SBS Broadcasting S.A./Kanal 5 Holding AB

89

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SCHEDULE 4        MANDATORY COST FORMULAE

E× 0.01300

per cent. per annum.




90

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SCHEDULE 5  FORM OF TRANSFER CERTIFICATE

To:
ABN AMRO Bank N.V. as Facility Agent

From:
[The Existing Lender] (the "Existing Lender") and
[The New Lender] (the "New Lender")

Dated:

SBS Broadcasting S.A.EUR 325,000,000 Facility Agreement
dated 12 May 2005 (the "Agreement")

THE SCHEDULE
Commitment/rights and obligations to be transferred[insert relevant details]
[Facility Office address, fax number and attention details for notices and account details for payments,]

|[Existing Lender]                                                                                                             |  | [New Lender]
|----------------------------------------------------------------------------------------------------------------------------- |  | ------------
|By:                                                                                                                           |  | By          
|This Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as
[                        ].
|[Facility Agent]                                                                                                              |  |             
|By:                                                                                                                           |  |             

91

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SCHEDULE 6  Form of Accession Letter

To:
ABN AMRO Bank N.V. as Facility Agent

From:
[Subsidiary] and SBS Broadcasting S.A.

Dated:

Dear
Sirs

SBS Broadcasting S.A.EUR 325,000,000 Facility Agreement
dated 12 May 2005 (the "Agreement")

Address:

Fax
No:

Attention:

|[Company] |  | [Subsidiary]
|--------- |  | ------------

92

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SCHEDULE 7  Form of Resignation Letter

To:
ABN AMRO Bank N.V. as Facility Agent

From:
[resigning Obligor] and SBS Broadcasting S.A.

Dated:

Dear
Sirs

SBS Broadcasting S.A.-EUR 325,000,000 Facility Agreement
dated 12 May 2005 (the "Agreement")

|[Company] |  | [Subsidiary]
|--------- |  | ------------
|By:       |  | By:         

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93

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SCHEDULE 8  Form of Compliance Certificate

To:
ABN AMRO Bank N.V. as Facility Agent

From:
[Company]

Dated:

Dear
Sirs

SBS Broadcasting S.A.-EUR 325,000,000 Facility Agreement
dated 12 May 2005 (the "Agreement")

|Signed: .......................................................... |  | .................................................................
|------------------------------------------------------------------ |  | -----------------------------------------------------------------
|Senior Officer of SBS Broadcasting S.A.                            |  | Senior Officer of SBS Broadcasting S.A.                          

[insert applicable certification language]**

.....................
for and on behalf of [name of auditors of the Company]***

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94

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SCHEDULE 9  Existing Security

|Name of Group Member               |  | Security                                                                                                                                                                                            |  | Total Principal Amount of Indebtedness Secured (EUR)
|---------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------
|TV Norge AS                        |  | First priority pledge of present and future receivables, plant and machinery and programming.                                                                                                       |  | 2,439,024                                           
|C More Entertainment               |  | Finance leases of cars                                                                                                                                                                              |  | 541,176                                             
|AB Broadcast Text International AB |  | Bank Overdraft Facility floating charge over chattels                                                                                                                                               |  | 65,934                                              
|MTM-SBS Televízió Rt               |  | Fixed and floating charge and charge on all assets and a charge on the bank account for the guarantee from K&H to ORTT (local broadcasting authority) plus an overdraft facility with same K&H bank |  | 8,700,000                                           
|Radio City Stockholm AB            |  | Floating charge/chattel mortgage                                                                                                                                                                    |  | 241,099                                             

95

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SCHEDULE 10  LMA Form of Confidentiality Undertaking

To:

|                |  | [insert name of Potential Lender]
|--------------- |  | ---------------------------------
|                |  |                                  
|                |  |                                  
|                |  |                                  
|                |  |                                  
|                |  |                                  
|                |  |                                  
|Re:The Facility |  |                                  
|                |  |                                  
|Company:        |  |                                  
|Amount:         |  |                                  
|Facility Agent: |  |                                  
|                |  |                                  
|                |  |                                  

Dear Sirs

We
understand that you are considering participating in the Facility. In consideration of us agreeing to make available to you certain information, by your signature of a copy of this letter you agree
as follows:

96

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97

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Please
acknowledge your agreement to the above by signing and returning the enclosed copy.

Yours
faithfully

...................................
For and on behalf of

[Facility
Agent]

We
acknowledge and agree to the above:

...................................
For and on behalf of
[Potential Lender]

98

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SCHEDULE 11  Timetables

|                                                                                                                                                                 |  | Loans in euro                                                                                                           |  | Loans in domestic
sterling     |  | Loans in other
currencies     
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ |  | ------------------------------
|Facility Agent notifies the Company if a currency is approved as an Optional Currency in accordance with Clause 4.3 (Conditions relating to Optional Currencies) |  |                                                                                                                        |  |                               |  | U-4                           
|Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request)                                                                 |  | U-3
9.30am                                                                                                              |  | U-1
9.30am                     |  | U-3
9.30am                    
|Facility Agent determines (in relation to a Utilisation) the Base Currency Amount of the Loan, if required under Clause 5.4 (Lenders' participation)             |  | U-3
noon                                                                                                                |  | U-1
noon                       |  | U-3
noon                      
|Facility Agent notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders' participation)                                                           |  | U-3
3.00pm                                                                                                              |  | U-1
3.00pm                     |  | U-3
3.00pm                    
|Facility Agent receives a notification from a Lender under Clause 6.2 (Unavailability of a currency)                                                             |  |                                                                                                                         |  |                                |  |                               
|Facility Agent gives notice in accordance with Clause 6.2 (Unavailability of a currency)                                                                         |  |                                                                                                                         |  |                                |  |                               
|LIBOR or EURIBOR is fixed                                                                                                                                        |  | Quotation Day as of 11:00 a.m. London time in respect of LIBOR and as of 11.00 a.m. Brussels time in respect of EURIBOR |  | Quotation Day as of 11:00 a.m. |  | Quotation Day as of 11:00 a.m.

"U" = date of utilisation

"UX" =
X Business Days prior to date of utilisation

99

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SIGNATURES

|THE COMPANY            
|-----------------------
|SBS BROADCASTING S.A.  
|By:                    
|Name:                  
|Address:               
|Fax:                   
|Telephone:             
|Attention:             
|With a copy to:        
|Fax:                   
|Telephone:             
|Attention:             
|THE ORIGINAL BORROWERS 
|SBS BROADCASTING S.A.  
|By:                    
|KANAL 5 HOLDING AB     
|By:                    
|THE ORIGINAL GUARANTORS
|BROADCAST NORGE AS     
|By:                    
|TVNORGE AS             
|By:                    
|C MORE ENTERTAINMENT AB
|By:                    
|                       

100

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|C MORE GROUP AB                       
|--------------------------------------
|By:                                   
|KANAL 5 AB                            
|By:                                   
|KANAL 5 HOLDING AB                    
|By:                                   
|SBS BELGIUM NV                        
|By:                                   
|SBS BROADCASTING S.A.                 
|By:                                   
|SBS NEDERLANDS B.V.                   
|By:                                   
|VT4 LTD.                              
|By:                                   
|EBS INTERNATIONAL N.V. (AS AN OBLIGOR)
|EBS INTERNATIONAL N.V.                
|By:                                   
|THE ARRANGERS                         
|ABN AMRO BANK N.V.                    
|By:                                   
|Address:                              
|Fax:                                  
|Attention:                            
|                                      

101

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|CITIGROUP GLOBAL MARKETS LIMITED
|--------------------------------
|By:                             
|Address:                        
|Fax:                            
|Attention:                      
|DEUTSCHE BANK AG LONDON         
|By:                             
|Address:                        
|Fax:                            
|Attention:                      
|THE ROYAL BANK OF SCOTLAND PLC  
|By:                             
|Address:                        
|Fax:                            
|Attention:                      
|THE FACILITY AGENT              
|ABN AMRO BANK N.V.              
|By:                             
|Address:                        
|Fax:                            
|Attention:                      
|                                

102

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|THE SECURITY AGENT            
|------------------------------
|ABN AMRO BANK N.V.            
|By:                           
|Address:                      
|Fax:                          
|Attention:                    
|THE ORIGINAL LENDERS          
|ABN AMRO BANK N.V.            
|By:                           
|Address:                      
|Fax:                          
|Attention:                    
|CITIBANK INTERNATIONAL PLC    
|By:                           
|Address:                      
|Fax:                          
|Attention:                    
|DEUTSCHE BANK AG LONDON       
|By:                           
|Address:                      
|Fax:                          
|Attention:                    
|THE ROYAL BANK OF SCOTLAND PLC
|By:                           
|Address:                      
|Fax:                          
|Attention:                    

103

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