Exhibit 4.2


US$125,000,000 ADDITIONAL FACILITY N ACCESSION AGREEMENT


	
  To:

  	
   

  	
  Toronto Dominion (Texas) LLC as Facility Agent and
  TD Bank Europe Limited as Security Agent

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:

  	
  18  May 2007

  



 


UPC Broadband Holding B.V.
(formerly known as UPC Distribution Holding B.V) - €1,072,000,000 Term Credit
Agreement dated 16 January 2004 as amended from time to time (the Credit Agreement)


1.                                       In this
Agreement:


Commitment Letter means the
commitment letter between BNP Paribas, J.P. Morgan Plc and Toronto
Dominion (Texas) LLC as Bookrunners and Mandated Lead Arrangers, BNP Paribas,
JPMorgan Chase Bank, N.A. and Toronto Dominion (Texas) LLC as Underwriters and
UPC Financing Partnership dated 9 February 2007 as amended by an
amendment letter dated 26 March 2007.


Facility N Advance means the US
dollar denominated advance made to UPC Financing by the Additional Facility N
Lenders under Facility N.


Facility N Commitment means, in
relation to an Additional Facility N Lender, the amount in US dollars set
opposite its name under the heading “Facility N Commitment” in Schedule 1 to the
counterpart of this Agreement executed by that Additional Facility N Lender, to
the extent not cancelled, transferred, or reduced under the Credit Agreement.


Majority Facility N Lenders
means Additional Facility N Lenders the aggregate of whose Facility N
Commitments exceeds 662/3 per cent. of the Facility N Commitments of all
Additional Facility N Lenders.


VTR Facility means the senior secured credit facility agreement originally dated 20 September
2006  and made between VTR GlobalCom S.A.
and International Communications LLC as the original borrowers, Citigroup
Global Markets Inc., TD Securities (USA) LLC, BNP Paribas Securities Corp. and
Santander Investment Securities Inc. as arrangers, Toronto Dominion (Texas) LLC
as facility agent and Citibank, N.A., Agencia En Chile as collateral agent as
amended and restated by an amended and restated senior secured credit facility
agreement dated 18 May 2007 made between VTR GlobalCom S.A as borrower.,
Citibank N.A. as lender and Toronto Dominion (Texas) LLC as facility agent (as
the same may be amended at any time from time to time).


VTR Group means the
relevant holding company of United Chile LLC and its Subsidiaries.


2.                                       Unless otherwise
defined in this Agreement, terms defined in the Credit Agreement shall have the
same meaning in this Agreement and a reference to a Clause is a reference to a Clause
of the Credit Agreement.













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


4.                                       This Agreement
will take effect on the date on which the Facility Agent has notified UPC Broadband
and the Additional Facility N 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 or, as the case may be, the requirement to provide
any of such documents or evidence has been waived by the Majority Facility N
Lenders (the Effective Date).


5.                                       We, the Additional
Facility N Lenders, agree:


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


6.                                       The Additional
Facility Commitment in relation to an Additional Facility N Lender (for the
purpose of the definition of Additional Facility Commitment in Clause 1.1
(Definitions) of the Credit Agreement) is its Facility N Commitment.


7.                                       Any interest due
in relation to Facility N will be payable on the last day of each Interest
Period in accordance with Clause 8 (Interest) of the Credit Agreement.


8.                                       (a)                                  The Availability
Period in relation to this Additional Facility is the period from and including
the date of this Agreement up to and including the earlier of:


(i)                                      the first
Utilisation Date under this Additional Facility; and


(ii)                                   31 December 2007,


or such later date as all the
Additional Facility N Lenders may agree at their discretion.


(b)                                 Facility N may be
drawn by one Advance and no more than one Request may be made in respect of
Facility N under the Credit Agreement.


9.                                       (a)                                 The Borrower must
pay a non-utilisation fee computed at the rate of 1.75% per annum on the
undrawn, uncancelled amount of each Additional Facility N Lenders’ Facility N
Commitment. The non-utilisation fee accrues on a daily basis on and from 16 May
2007 up to and including the last day of the Availability Period and is payable
quarterly in arrears from 16 May 2007 and on the last day of the Availability
Period.


(b)                                 The Facility
Agent will distribute the non-utilisation fee to the Additional Facility N
Lenders in accordance with Clause 14 (Distribution) of the Credit Agreement.


10.                                The
Facility N Advance may be used for general corporate and working capital
purposes including the repayment of existing indebtedness.


11.                                 The Final
Maturity Date in respect of this Additional Facility is the earlier of:


(a)                                   31 December 2014;
and



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(b)                                 if by the date
(the Relevant Date) falling 90 days prior to
the date on which the UPC Holding BV issued bonds due 2014 (the Bonds) fall due, those Bonds have not been repaid, redeemed
or refinanced, the Relevant Date.


12.                                 The outstanding
Facility N Advances will be repaid in full on the Final Maturity Date.


13.                                 The Margin will
be 1.75 per cent. per annum.


14.                                 The Borrower in
relation to Facility N is UPC Financing.


15.                                 In the event
that, on or before 16 May 2008, the whole or any part of an outstanding
Facility N Advance is prepaid pursuant to Clause 7.3 (Voluntary prepayment) of
the Credit Agreement, UPC Broadband will, at the same time, pay to each
Additional Facility N Lender which is to receive any such prepayment an amount
equal to 1 per cent. of the principal amount to be prepaid to that Additional
Facility N Lender.  This paragraph 15 may
be amended or waived with the prior written consent of the Facility Agent
(acting on the instructions of all Additional Facility N Lenders) and UPC
Broadband.


16.                                 Where an
Additional Facility N Lender assigns, transfers or novates its rights and/or
obligations in relation to Facility N under Clause 26.2 (Transfers by Lenders)
of the Credit Agreement, such assignment, transfer or novation shall be in a
minimum amount of €500,000.


17.                                 (a)                                  For the purposes
of sub-paragraph (b) below, Date of Successful
Syndication shall mean, in relation to this Agreement and any other
Additional Facility N Accession Agreement, the day on which each of the
Underwriters (as defined in the Commitment Letter) reduces its participation in
each such Additional Facility N Accession Agreement to a hold of zero.


(b)                                 Facility N may
consolidate with another Additional Facility N Accession Agreement that
specifies (along with the other terms specified therein) UPC Financing as the
sole Borrower and which specifies Additional Facility N Commitments denominated
in US Dollars, to be drawn in US Dollars, with the same Final Maturity Date and
Margin as specified in this Additional Facility Accession Agreement. Facility N
shall not consolidate with any other Additional Facility N Accession Agreement
until the Date of Successful Syndication.


(c)                                  For the purposes
of paragraph 15 and this paragraph 17, references to Additional Facility N
Lenders and Facility N Advances shall include Lenders and Advances made under
any such further and previous Additional Facility N Accession Agreements.


(d)                                 If the Borrower
so requests, an Interest Period for a Facility N Advance will end on the same
day as the current Interest Period for any other Facility N Advance denominated
in the same currency as that Facility N Advance.  On the last day of those Interest periods,
those Facility N Advances will be consolidated and treated as one Facility N
Advance.


18.                                The
representations and warranties set out in Clause 15 (Representations and
Warranties) of the Credit Agreement (with the exception of Clauses 15.6(a)
(Consents), 15.10 (Financial condition), 15.12 (Security Interests), 15.13(b)
(Litigation and insolvency proceedings), 15.15 (Tax liabilities), 15.16
(Ownership of assets), 15.18 (Works Council), 15.19 (Borrower Group Structure),
15.20 (ERISA), 15.24 (UPC Financing) and 15.25 (Dutch Banking Act)) are true
and correct as if made at the Effective Date with reference to the facts and circumstances
then



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existing,
and as if each reference to the Finance Documents includes a reference to this
Agreement.


19.                                 We confirm to
each Finance Party that:


(a)                                  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


(b)                                 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 Additional Facility Commitment is in force.


20.                                Each of the
Additional Facility N Lenders agrees that without prejudice to Clause 26.3 of
the Credit Agreement, each New Lender (as defined in the Novation Certificate)
shall become, by the execution by the Facility Agent of the Novation
Certificate in the form of Schedule 3 to this Agreement, bound by the terms of
this Agreement as if it were an original party hereto as an Additional Facility
N Lender and shall acquire the same rights and assume the same obligations
towards the other parties to this Agreement as would have been acquired and
assumed had the New Lender been an original party to this Agreement as an
Additional Facility N Lender.


21.                                 Each Additional Facility
N Lender amends the notice period in respect of drawdown requests under Clause
5.1 (Delivery of Request) of the Credit Agreement in respect of this Facility N
from three Business days before the Utilisation Date to two Business Days
before the Utilisation Date.


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


23.                                 This Agreement is
governed by English law.


24.                                 This Agreement
may be executed in any number of counterparts and, in the case of each
Additional Facility N Lender, each Additional Facility N Lender’s counterpart
will, only contain the details of that Additional Facility N Lender, and this
has the same effect as if the signatures on the counterparts were on a single
copy of this Agreement.  All such
counterparts shall be read together as one agreement.



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SCHEDULE
1


ADDITIONAL FACILITY N LENDERS AND COMMITMENTS


	
  Additional Facility N Lender

  	
   

  	
  Facility N Commitment

  	
   

  
	
   

  	
   

  	
  (US$)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Toronto Dominion
  (Texas) LLC

  	
   

  	
  125,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  US$125,000,000

  	
   

  



 



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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 and UPC Financing) resolving that it execute the same (and, in
the case of the Guarantors and the Charging Entities (as defined in the
Security Deed) resolving that it execute the confirmation described at
paragraph 4(b) below; and


(ii)                                  (in the case of
UPC Broadband and UPC Financing) authorising the issuance of a power of
attorney to a specified person or persons to execute this Agreement on its
behalf and (in the case of the Guarantors and the Charging Entities (as defined
in the Security Deed)) authorising the issuance of a power of attorney to a
specified person or persons to execute the confirmation described in paragraph
4(b) below.


(b)                                 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 or the confirmation described in paragraph 4(b) below (as
appropriate).


(c)                                  A certificate of
an authorised signatory of UPC Broadband and UPC Financing certifying that each
copy document specified in this Schedule and supplied by UPC Broadband or UPC
Financing (as the case may be) 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, English legal advisers to the Facility Agent,
addressed to the Finance Parties.



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


(c)                                  A legal opinion
of Allen & Overy LLP, New York legal advisers to the Facility Agent,
addressed to the Finance Parties.


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 Facility N and that
such obligations shall be owed to each Finance Party including the Additional
Facility N Lenders.


(b)                                 A security
agreement dated at or around the date of this Agreement between the Borrower
and Citibank N.A. as sole lender under the VTR Facility.


(c)                                  A charge over
each security agreement dated at or around the date of this Additional Facility
N Accession Agreement, in each case between the Borrower and TD Bank Europe
Limited as security agent.


(d)                                 A copy of the
amended and restated VTR Facility dated at or around the date of this
Agreement.



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SCHEDULE
3


NOVATION CERTIFICATES


NOVATION CERTIFICATE


	
  To:

  	
   

  	
  [     ] as Facility Agent
  and [BORROWER]

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  [THE EXISTING LENDER] and [THE NEW LENDER]

  	
  Date:

  	
  [          ]

  



 


UPC
Broadband Holding B.V. - e1,072,000,000 Term Credit Agreement
dated 16 January, 2004 (the Credit Agreement)


We refer to Clause 26.3
(Procedure for novations) of the Credit Agreement and clause 9.3 (Transfers by
the Lenders) of the Security Deed.  Terms
defined in the Credit Agreement or, if not defined in the Credit Agreement, the
Additional Facility Accession Agreement between the Facility Agent, the
Security Agent and the Additional Facility N Lenders dated [         ] 2007, have the same meaning in this
Novation Certificate.


1.                                       We
[             ]
(the Existing Lender) and
[     ] (the New Lender)
agree to the Existing Lender and the New Lender novating all the Existing
Lender’s rights and obligations referred to in the Schedule in accordance with
Clause 26.3 (Procedure for novations) of the Credit Agreement and clause
9.3 (Transfers by the Lenders) of the Security Deed.


2.                                       The New Lender
confirms that


it is bound by the terms of the Additional Facility Accession Agreement
as if it were an original party thereto as an
Additional Facility N Lender and shall acquire the same rights and assume the
same obligations towards the other parties to this Agreement as would have been
acquired and assumed had the New Lender been an original party to this
Agreement as an Additional Facility N Lender.


3.                                       The Facility
Office and address for notices of the New Lender for the purposes of
Clause 32.2 (Addresses for notices) are set out in the Schedule.


4.                                       This Novation
Certificate 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
Novation Certificate.


5.                                       The specified date
for the purposes of Clause 26.3 (c) (Procedure for novations) is [                                      ] 2007.


6.                                       This Novation
Certificate is governed by English law.



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THE SCHEDULE


Rights and obligations to
be novated


[Details of
the rights and obligations of the Existing Lender to be novated.]


	
  [New Lender]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Facility Office

  	
   

  	
  Address for notices for administrative purposes

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for notices for credit purposes]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Existing Lender]

  	
   

  	
  [New Lender]

  	
   

  	
  [                    ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  By:

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  Date:

  	
   

  	
  Date:

  



 



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SIGNATORIES


	
  SIGNATURES OF ALL FACILITY N LENDERS

  
	
   

  
	
  TORONTO DOMINION (TEXAS) LLC

  
	
   

  
	
  By:

  	
  Authorized signatory

  
	
   

  
	
  TORONTO DOMINION (TEXAS) LLC as Facility Agent

  
	
   

  
	
  By:

  	
  Authorized signatory

  
	
   

  
	
  TD BANK EUROPE LIMITED as Security Agent

  
	
   

  
	
  By:

  	
  Authorized signatory

  
	
   

  
	
  UPC BROADBAND HOLDING B.V.

  
	
   

  
	
  By:

  	
  Authorized signatory

  
	
   

  
	
  By:

  	
  Authorized signatory

  
	
   

  
	
  UPC FINANCING PARTNERSHIP

  
	
   

  
	
  By:

  	
  Authorized signatory

  
	
   

  
	
  By:

  	
  Authorized signatory

  



 



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