Exhibit 4.1


 


Telenet BidCo NV (the Company)


 


Telenet Group Holding N.V. (TGH)


 


For the attention of Renaat Berckmoes


 


19 November 2007


 


Dear Sirs,


 


We refer to the €2,300,000,000 credit facilities agreement originally
dated 1 August 2007 and as amended and restated by supplemental agreements
dated 22 August 2007, 11 September 2007 and 8 October 2007 between, among
others, the Company and BNP Paribas S.A as Facility Agent (the Credit Agreement).


 


Terms defined or construed in the Credit Agreement and not otherwise
defined or construed in this letter shall have the meaning and construction
given to them in the Credit Agreement.


 


1.                                       This letter is
supplemental to and amends the Credit Agreement.


 


2.                                       This letter and
the Credit Agreement, as amended by this letter is a Finance Document.


 


3.                                       Subject to the
terms of this letter, the Credit Agreement will remain in full force and the
Credit Agreement and this letter will be read and construed as one document.


 


4.                                       The Majority
Term Loan B2 Facility Lenders have consented to the amendment to the Credit Agreement
contemplated by paragraph 6(a) below and the Majority Term Loan C Facility Lenders
have consented to the amendment to the Credit Agreement contemplated by paragraph
6(b) below. Accordingly, the Facility Agent is authorised to execute this Agreement
on behalf of the Finance Parties.


 


5.                                       Subject as set
out below, the Credit Agreement will be amended from the Effective Date. For
the purposes of this letter, the Effective Date means 21 November 2007.


 


6.                                       We hereby confirm
the following:


 


(a)                                  the Term Loan B2
Facility Margin shall be amended by replacing the number “2.25%” with the
number “2.50%”; and


 


(b)                                 the Term Loan C
Facility Margin shall be amended by replacing the number “2.25%” with the
number “2.75%”.


 


7.             Each Obligor:


 


(a)                                  agrees to the
amendments to the Credit Agreement as contemplated by this letter; and


 


(b)                                 with effect from the
Effective Date, confirms that any security or guarantee created or given by it
under a Finance Document will:


 


(i)                                     continue in full
force and effect; and


 

















 


(ii)                                  extend to the
liabilities and obligations of the Obligors to the Finance Parties under the
Finance Documents as amended by this Agreement.


 


8.                                       This letter
(including the agreement constituted by your acknowledgement of its terms) is
governed by and construed in accordance with English law.


 


Yours faithfully,


 


 


BNP PARIBAS S.A. (as Facility Agent)


 


	
  BY:

  	
  /s/ Assad KARKABI

  	
   

  	
  /s/ Thierry BONNEL

  	
   

  
	
   

  	
  Assad KARKABI

  	
  Thierry BONNEL

  
	
   

  	
  Senior Agency Officer

  	
  Head of Agency

  



 

















 


FORM OF ACKNOWLEDGEMENT


 


We acknowledge and agree with the terms of this letter.


 


For and on behalf of:


 


Company


 


TELENET BIDCO NV


 


	
  By:

  	
  /s/ Renaat Berckmoes

  	
   

  	
  /s/ Duco Sickinghe

  	
   

  
	
  By:

  	
  Renaat Berckmoes

  	
  Duco Sickinghe

  
	
   

  	
  Chief Financial Officer

  	
  Chief Executive Officer

  



 


 


Original Guarantors


 


TELENET BIDCO NV


 


	
  By:

  	
  /s/ Renaat Berckmoes

  	
   

  	
  /s/ Duco Sickinghe

  	
   

  
	
  By:

  	
  Renaat Berckmoes

  	
  Duco Sickinghe

  
	
   

  	
  Chief Financial Officer

  	
  Chief Executive Officer

  



 


 


TELENET NV


 


	
  By:

  	
  /s/ Renaat Berckmoes

  	
   

  	
  /s/ Duco Sickinghe

  	
   

  
	
  By:

  	
  Renaat Berckmoes

  	
  Duco Sickinghe

  
	
   

  	
  Chief Financial Officer

  	
  Chief Executive Officer

  



 


 


UPC BELGIUM NV


 


	
  By:

  	
  /s/ Renaat Berckmoes

  	
   

  	
  /s/ Duco Sickinghe

  	
   

  
	
  By:

  	
  Renaat Berckmoes

  	
  Duco Sickinghe

  
	
   

  	
  Chief Financial Officer

  	
  Chief Executive Officer