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Exhibit 10.39

CONFORMED COPY  


 
 

ADDITIONAL FACILITY ACCESSION AGREEMENT    
    


	To:
	TD
Bank Europe Limited as Facility Agent and Security Agent



	From:
	The
banks and financial institutions listed in Schedule 1 to this Agreement (the Additional Facility G Lenders) 


        Date:
9 March 2005 


UPC Broadband Holding B.V. (formerly known as UPC Distribution Holding B.V.)—

€1,072,000,000 Term Credit Agreement

dated 16th January, 2004 as amended and restated from time to time (the Credit Agreement)  


	1.
	Terms
defined in the Credit Agreement shall have the same meaning in this Deed.



	2.
	We
refer to Clause 2.2 (Additional Facilities) of the Credit Agreement.



	3.
	This
Agreement will take effect on the date (the Effective Date) on which the Facility Agent notifies UPC Broadband and the Additional
Facility G Lenders that it has received the documents and evidence set out in Schedule 2 to this Agreement, in each case in form and substance satisfactory to it.



	4.
	We,
the Additional Facility G Lenders, agree:



	(a)
	to
become party to and to be bound by the terms of the Credit Agreement as Additional Facility Lenders in accordance with Clause 2.2 (Additional Facilities); and



	(b)
	to
become party to the Security Deed as Lenders and to observe, perform and be bound by the terms and provisions of the Security Deed in the capacity of Lenders in accordance with
Clause 9.3 (Transfers by Lenders) of the Security Deed.






	5.
	On
the Effective Date, each Additional Facility G Lender shall represent to the Finance Parties and UPC Broadband that it is either a Professional Market Party or exempted from the
requirement to be a Professional Market Party because it forms part of a closed circle (besloten kring) with UPC Broadband.



	6.
	The
Additional Facility Commitment of each Additional Facility G Lender (for the purpose of paragraph (a) of the definition of Additional Facility Commitment in the
Credit Agreement) is the amount in euros set out opposite its name under the heading "Additional Facility G Commitment" in Schedule 1 to this Agreement.



	7.
	The
Final Maturity Date in respect of this Additional Facility Commitment is 1st April 2010.



	8.
	Advances
under this Additional Facility will be applied:



	(a)
	firstly,
in permanent prepayment and cancellation of all or part of Facility B and/or Facility C; and



	(b)
	secondly,
(once Facility B and Facility C have been permanently prepaid and cancelled in full) in permanent prepayment and cancellation of Facility E. 














	9.
	The
Availability Period in relation to this Additional Facility is from the date of this Agreement up to and including the day falling three Business Days after the date of this
Agreement or such later date as all the Additional Facility G Lenders may agree in writing.



	10.
	The
Margin in relation to this Additional Facility is 2.50 per cent. per annum unless adjusted as set out below:



	(a)
	UPC
Broadband will deliver to the Facility Agent, together with its Relevant Financial Statements, a notice referring to this paragraph (a Margin
Notice) and specifying the ratio of Senior Debt to Annualised EBITDA as calculated in accordance with Clause 17 (Financial Covenants) as at the date to which the most
recently delivered Relevant Financial Statements were prepared for the purposes of calculating whether the Margin for an Additional Facility Advance is to be adjusted in accordance with this
paragraph.



	(b)
	The
Margin for Advances under this Additional Facility will be adjusted to the percentage rates per annum set out in column (1) opposite the range set out in column
(2) below into which the ratio of Senior Debt to Annualised EBITDA, as shown in the Margin Notice, falls: 









	(1)

Margin
	 	(2)

Senior Debt/Annualised EBITDA ratio

	2.50%	 	> 3.5:1
	2.25%	 	= 3.0:1 - 3.5:1
	2%	 	< 3.0:1






	(c)
	The
adjustment (if any) specified in (b) above will apply to the Margin for all such Advances with immediate effect on the date the relevant Margin Notice (or, if later, the
related Relevant Financial Statements) is delivered to the Facility Agent.



	(d)
	If
UPC Broadband fails to deliver a Margin Notice in accordance with paragraph (a) above the Margin with effect from the last date permitted for delivery of the Relevant
Financial Statements will be the Margin prior to any adjustment under paragraph (b) above provided that if that Margin Notice is delivered later, the Margin will be adjusted in
accordance with this paragraph with effect from the date falling five Business Days after the Margin Notice (or, if later, the related Relevant Financial Statements) is delivered.



	(e)
	In
this paragraph, Relevant Financial Statements means each set of quarterly financial statements delivered under
Clause 16.2(b) (Financial Statements) of the Credit Agreement.






	11.
	There
is no commitment fee in relation to this Additional Facility.



	12.
	The
Borrower in relation to this Additional Facility is UPC Broadband.



	13.
	We
confirm to each Finance Party that:



	(f)
	we
have made our own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its 














	

	participation
in the Credit Agreement and have not relied on any information provided to us by a Finance Party in connection with any Finance Document; and



	(g)
	we
will continue to make our own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under the Credit
Agreement or any Commitment is in force.






	14.
	The
Facility Office and address for notices of each Additional Facility G Lender for the purposes of Clause 32.2 (Addresses for notices) will be that notified by each
Additional Facility G Lender to the Facility Agent.



	15.
	Each
Facility G Lender agrees to waive the notice period in respect of drawdown requests under Clause 5.1 of the Credit Agreement such that a Request (as defined in the Credit
Agreement) in relation to an Advance under this Additional Facility shall be delivered one Business Day prior to the Utilisation Date.



	16.
	Each
Additional Facility G Lender consents in principle, and subject to satisfactory documentation, to the merger of the Credit Agreement and the Existing Facility Agreement into a
single document.



	17.
	This
Agreement is governed by English law.



	18.
	This
Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. 







SIGNATORIES  



	
UPC BROADBAND HOLDING B.V. as Borrower	
 	

 
	

By:	
 	

Dennis Okhuijsen                        Jeremy Evans	
 	

 
	
TD BANK EUROPE LIMITED as Facility Agent	
 	

 
	

By:	
 	

Rory McCarthy	
 	

 
	
TD BANK EUROPE LIMITED as Security Agent	
 	

 
	

By:	
 	

Rory McCarthy	
 	

 










	
THE ADDITIONAL FACILITY G LENDERS	
 	

 
	
ABN AMRO BANK N.V.	
 	

 
	
By:	
 	

Stephen Weiss                        Michael Hood	
 	

 
	
BANK OF AMERICA, N.A.	
 	

 
	
By:	
 	

Dilys Robertson	
 	

 
	
BANK OF NEW YORK	
 	

 
	
By:	
 	

Jason Garwood	
 	

 
	
BANK OF SCOTLAND	
 	

 
	
By:	
 	

James Melvin	
 	

 
	
BARCLAYS BANK PLC	
 	

 
	
By:	
 	

Cliff Baylis	
 	

 
	
BEAR STEARNS CORPORATE LENDING INC.	
 	

 
	
By:	
 	

Victor Bulzacchelli	
 	

 
	
BNP PARIBAS	
 	

 
	
By:	
 	

L Beghin	
 	

 
	
CALYON	
 	

 
	
By:	
 	

Robert Wallin                        Frederic de Toldi	
 	

 









	
CITIBANK, N.A.	
 	

 
	
By:	
 	

Matthew Holland	
 	

 
	
DEUTSCHE BANK AG, LONDON BRANCH	
 	

 
	
By:	
 	

Mark Dixson                        Peter Cowen	
 	

 
	
EXPORT DEVELOPMENT CANADA	
 	

 
	
By:	
 	

Louise Gagnon                        Michael J. Fortner	
 	

 
	
FORTIS BANK (NEDERLAND) N.V.	
 	

 
	
By:	
 	

M.C. Kleibergen                        M.M. Messer	
 	

 
	
GE FINANCE PARTICIPATIONS SAS	
 	

 
	
By:	
 	

Eva Ackerholm	
 	

 
	
HSBC	
 	

 
	
By:	
 	

Michael J Sergison	
 	

 
	
ING BANK N.V.	
 	

 
	
By:	
 	

Rory McCarthy (as attorney)	
 	

 
	
NATEXIS BANQUES POPULAIRES	
 	

 
	
By:	
 	

Rory McCarthy (as attorney)	
 	

 
	
THE ROYAL BANK OF SCOTLAND PLC	
 	

 
	
By:	
 	

Giles Reaney	
 	

 
	
SOCIÈTÈ GENÈRALE	
 	

 
	
By:	
 	

Rory McCarthy (as attorney)	
 	

 
	
SUMITOMO MITSUI BANKING CORPORATION	
 	

 
	
By:	
 	

Rory McCarthy (as attorney)	
 	

 
	 	 	 	 	 









	
TD (TEXAS) LLC	
 	

 
	
By:	
 	

Jim Bridwell	
 	

 
	
THE TORONTO DOMINION BANK	
 	

 
	
By:	
 	

Rory McCarthy	
 	

 
	
UBS LIMITED	
 	

 
	
By:	
 	

A. Sudlow                        J. Campbell	
 	

 









SCHEDULE 1

ADDITIONAL FACILITY G LENDERS AND COMMITMENTS  



	Additional Facility G Lender
 
	 	Facility G Commitment (€)

	ABN Amro Bank N.V. 	 	43,140,825
	Bank of America, N.A.	 	60,200,000
	Bank of New York	 	35,000,000
	Bank of Scotland	 	30,702,000
	Barclays Bank Plc	 	38,500,000
	Bear Stearns Corporate Lending Inc.	 	17,500,000
	BNP Paribas	 	103,340,825
	CALYON	 	84,280,000
	Citibank, N.A. 	 	30,100,000
	Deutsche Bank AG, London Branch	 	46,000,000
	Export Development Canada	 	6,000,000
	Fortis Bank (Nederland) N.V. 	 	50,750,000
	GE Finance Participations SAS	 	60,200,000
	HSBC	 	57,159,775
	ING Bank N.V. 	 	65,138,575
	Natexis Banques Populaires	 	11,000,000
	The Royal Bank of Scotland PLC	 	80,668,000
	Sociètè Genèrale	 	39,000,000
	Sumitomo Mitsui Banking Corporation	 	45,000,000
	TD (Texas) LLC	 	21,000,000
	The Toronto Dominion Bank	 	57,260,000
	UBS Limited	 	18,060,000
	 	 	

	Total	 	1,000,000,000









SCHEDULE 2

CONDITIONS PRECEDENT DOCUMENTS  



1.     Constitutional Documents  


	(a)
	A
copy of the constitutional documents of each Obligor (other than UPC Financing) and the partnership agreement of UPC Financing or, if the Facility Agent already has a copy, a
certificate of an authorised signatory of the relevant Obligor confirming that the copy in the Facility Agent's possession is still correct, complete and in full force and effect as at a date no
earlier than the date of this Agreement.



	(b)
	An
extract of the registration of each Obligor established in the Netherlands in the trade register of the Dutch chamber of commerce. 



2.     Authorisations  


	(a)
	A
copy of a resolution of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is
required, a copy of the shareholders' resolution of each Obligor:



	(i)
	approving
the terms of and the transactions contemplated by this Agreement and (in the case of UPC Broadband) resolving that it execute the same; and



	(ii)
	in
the case of UPC Broadband, authorising the issuance of a power of attorney to a specified person or persons to execute this Agreement on its behalf.






	(b)
	In
the case of UPC Broadband, a specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in
paragraph (a) above to sign this Agreement.



	(c)
	A
certificate of an authorised signatory of UPC Broadband certifying that each copy document specified in this Schedule and supplied by UPC Broadband is correct, complete and in full
force and effect as at a date no earlier than the date of this Agreement.



	(d)
	A
copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and
performance of, and the transactions contemplated by, this Agreement or for the validity and enforceability of this Agreement. 



3.     Legal opinions  


	(a)
	A
legal opinion of Allen & Overy LLP, London, English legal advisers to the Facility Agent.



	(b)
	A
legal opinion of Allen & Overy LLP, Amsterdam, Dutch legal advisers to the Facility Agent. 



4.     Other documents  


	(a)
	Confirmation
(in writing) from:



	(i)
	each
of the Guarantors that its obligations under Clause 14 (Guarantee) of the Credit Agreement and



	(ii)
	each
of the Charging Entities (as defined in the Security Deed) that the Security Interests granted to the Beneficiaries pursuant to the Security Documents and its obligations under
the Finance Documents, 






shall
continue unaffected and that such obligations extend to the Total Commitments as increased by the addition of this Additional Facility and that such obligations shall be owed to each Finance
Party including the Lenders under this Additional Facility. 








	(b)
	Confirmation
that all conditions precedent in relation to the amendment and restatement of the Credit Agreement and the Existing Facility Agreement have been satisfied and that such
amendment and restatement agreements are effective.



	(c)
	Evidence
that UPC Broadband has delivered a duly completed Cancellation Notice to the Facility Agent giving notice of prepayment and cancellation of the relevant portion of the
outstanding advances under Facility B and/or Facility C/and/or Facility E (as the case may be). 











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ADDITIONAL FACILITY ACCESSION AGREEMENT