Exhibit 4.3


To:          UPC Broadband Holding B.V. (the Company)
                 Boeing Avenue 53
                 1119 PE Schiphol Rijk
                 Amsterdam
                 The Netherlands


For
the attention of:  Dennis Okhuijsen


16 April 2007


Dear
Sirs,


€1,072,000,000 senior secured credit facility (the Agreement) dated
16th January, 2004 between, among others, the Company and Toronto Dominion
(Texas) LLC as facility agent, as most recently amended by an amendment letter
dated 11 December 2006


1.                                      Background


(a)                                  This letter is
supplemental to and amends the Agreement.


(b)                                 Pursuant to
clause 25 (Amendments and waivers) of the Agreement, the Majority Lenders have
consented to the amendments to the Agreement and the waiver contemplated by
this letter.  Accordingly, we are
authorised to execute this letter on behalf of the Finance Parties.


2.                                      Construction


(a)                                  Capitalised terms
defined in the Agreement have the same meaning when used in this letter.


(b)                                 The provisions of
clause 1.2 (Construction) of the Agreement apply to this letter as though they
were set out in full in this letter except that references to the Agreement are
to be construed as references to this letter.


(c)                                  Amendment
Effective Date has the meaning given to it in paragraph 4 (Amendment
Effective Date).


(d)                                 Reference is made
to clause 1.3 of the Agreement. References in any of the Finance Documents to
the Existing Facility Agreement shall be references to the Existing Facility
Agreement as amended by an amendment letter dated on or about the date of this
letter.


3.                                      Amendments


(a)                                  We are authorised
to confirm on behalf of the Majority Lenders that, with effect from the
Amendment Effective Date the Agreement will be amended as set out in the
schedule to this letter.


(b)                                 Each Obligor
confirms that the Security Interests granted to the Beneficiaries pursuant to the
Security Documents and its obligations under the Finance Documents shall
continue and remain unaffected by the entry into of this letter and shall
extend to the liability and obligations of the Obligors to the Finance Parties
under the Finance Documents as amended by this letter.













4.                                      Amendment
Effective Date


This
letter shall take effect on the date (the Amendment Effective Date)
on which the Facility Agent notifies the Company and the Lenders that it has
received in form and substance to it (acting reasonably):


(a)                                  evidence of the
due authorisation and execution of this letter by each Obligor;


(b)                                 legal opinions in
respect of Dutch, English and New York law from Allen & Overy LLP, English,
Dutch and New York legal advisers to the Facility Agent, addressed to the
Finance Parties.


5.                                      Waiver


For
the purposes of the acquisition of Cablecom Holdings AG and its subsidiaries
directly or indirectly by UPC Broadband only, we hereby agree to waive the
requirement that UPC Broadband deliver to the Facility Agent an Acquisition
Business Plan in accordance with Clause 16.11(a)(ii) (Acquisitions and Mergers)
of the Agreement.


6.                                      Reservation of
rights


Each
Finance Party reserves any other right or remedy it may have now or
subsequently.  This letter does not
constitute a waiver of any right or remedy.


7.                                      Miscellaneous


(a)                                  This letter is a
Finance Document and the Agreement, as amended by this letter, is a Finance
Document.


(b)                                 Subject to the
terms of this letter, the Agreement will remain in full force and effect and
the Agreement and this letter will be read and construed as one document.


(c)                                  The
representations and warranties in Clause 15 (Representations and Warranties) of
the 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), 15.14 (Business Plan), 15.15 (Tax liabilities), 15.16
(Ownership of assets), 15.19 (Borrower Group Structure),  15.20 (ERISA) and 15.24 (UPC Financing)) are
true and correct as if made on the date of this letter and on the Amendment
Effective Date, with reference to the facts and circumstances then existing, as
if each reference to (i) the Finance Documents includes a reference to this
letter and (ii) references to the Agreement are to the Agreement as amended by
this letter.


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


8.                                      Governing law


This
letter is governed by English law.


 



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Authorized Signatory


	
  

  	
   

  	
   

  



For

TORONTO DOMINION (TEXAS) LLC

as Facility Agent


 



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SCHEDULE


1.                                       The definition of
“Permitted Acquisition” in Clause 1.1
(Definitions) of the Agreement will be amended as follows:


(i)                                     inserting the
words “or in Chile” after the words “in Europe (other than Great Britain or
Germany)” in paragraph (b)(i);


(ii)                                  inserting the
words “within 15 days of the date of any such Majority Acquisition” after the
words “UPC Broadband delivers to the Facility Agent” in paragraph (b)(ii);


(iii)                               renumbering
paragraph (b)(iii) to become (b)(ii)(C) and deleting the words “UPC Broadband
delivers to the Facility Agent”;


(iv)                              deleting the word
“and” at the end of paragraph (b)(ii)(A)II and inserting the word “and” at the
end of paragraph (b)(ii)(B);


(v)                                 renumbering
paragraph (b)(iv) to become (b)(iii) and renumbering paragraph (b)(v) to become
(b)(iv);


(vi)                              inserting the
words “Other than in the case of a Majority Acquisition where the Acquisition
Cost is less than €40,000,000,” at the beginning of the renumbered paragraph
(b)(iv);


(vii)                           inserting the
words “within 15 days of the date of any Majority Acquisition” after the words “UPC
Broadband delivers to the Facility Agent” in the renumbered paragraph (b)(iv);


(viii)                        deleting the word
“or” at the end of the renumbered paragraph (b)(iv);


(ix)                                renumbering
paragraph (c) as paragraph (d) and inserting a new paragraph (c) as follows:


“(c)                          any Acquisition
of further share capital (or equivalent) of an entity which was a member of the
Borrower Group immediately prior to the completion of the Acquisition; or”


2.                                       The definition of
“Permitted Business” in Clause 1.1
(Definitions) of the Agreement will be amended by inserting the words “or in
Chile” after the words “in Europe”.


3.                                       The definition of
“Permitted Disposal” in Clause 16.10(b)
(Disposals) of the Agreement will be amended as follows:


(i)                                     deleting the word
“and” at the end of sub-paragraph (xiii);


(ii)                                  renumbering
sub-paragraph (xiv) to become sub-paragraph (xvi) and inserting:


(A)                               a new
sub-paragraph (xiv) as follows:


 



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“(xiv)                 payment, transfer or other disposal between
members of the Borrower Group, constituting consideration or investment for or
towards or in furtherance of any Acquisition, Permitted Acquisition, Permitted
Joint Venture, merger or consolidation permitted by Clause 16.11 (Acquisitions
and Mergers);”;


(B)                                a new
sub-paragraph (xv) as follows:


“(xv)                    the disposal of
all or part of any member of the VTR Group provided that a prepayment is made
in accordance with Clause 7.6(a) (Mandatory prepayment of disposal proceeds) in
respect of such disposal”; and


(iii)                               amending the
renumbered sub-paragraph (xvi) as follows:


(A)                              deleting the
number “(xiii)” and replacing it with the number “(xv)” in the first paragraph;
and


(B)                                inserting the
words “(excluding the Annualised EBITDA attributable to the VTR Group)” after
the words “Annualised EBITDA of the Borrower Group” in the first paragraph.


4.                                       In addition to
that set out in paragraph 3. above, Clause 16.10 (Disposals) of the Agreement
shall further be amended by, in paragraph (c)(x) and in line 5 of paragraph
(c)(y), inserting the words “(excluding the Annualised EBITDA attributable to
the VTR Group)” after the words “Annualised EBITDA of the Borrower Group”.


5.                                       The definition of
“Permitted Joint Venture” in Clause 1.1
(Definitions) of the Agreement will be amended as follows:


(i)                                     inserting the
words “or in Chile” after the words “in Europe (other than Great Britain or
Germany)” in paragraph (b)(i);


(ii)                                  inserting the
words “within 15 days of the date of any such JV Minority Acquisition” after
the words “UPC Broadband delivers to the Facility Agent” in paragraph (b)(ii);


(iii)                               renumbering
paragraph (b)(iii) to become (b)(ii)(C) and deleting the words “UPC Broadband
delivers to the Facility Agent”;


(iv)                              deleting the word
“and” at the end of paragraph (b)(ii)(A)II and inserting the word “and” at the
end of paragraph (b)(ii)(B);


(v)                                 renumbering
paragraph (b)(iv) to become (b)(iii) and renumbering paragraph (b)(v) to become
(b)(iv);


(vi)                              inserting the
words “Other than in the case of a JV Minority Acquisition where the
Acquisition Cost is less than €40,000,000,” at the beginning of the renumbered
paragraph (b)(iv);


(vii)                           inserting the
words “within 15 days of the date of any JV Minority Acquisition” after the
words “UPC Broadband delivers to the Facility Agent” in the renumbered
paragraph (b)(iv);


 



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6.                                       The definition of
“Permitted Security Interest” in Clause
1.1 (Definitions) of the Agreement will be amended as follows:


(i)                                     deleting the word
“and” at the end of the paragraph (k);


(ii)                                  renumbering
paragraph (l) as paragraph (n) and inserting a new paragraph (l) and a new
paragraph (m) as follows:


“(l)                             any Security
Interest arising over the deposit arrangement, or any other similar
arrangement, to be made by a member of the Borrower Group to the lenders under
or in connection with the VTR Facility by no later than the date on which the
deposit arrangement, or any other similar arrangement is made;


“(m)                       any Security
Interest over the VTR Facility or any Security Interest securing the Financial
Indebtedness incurred by VTR GlobalCom SA under the VTR Facility; and”


(iii)                               in the renumbered
paragraph (n) the reference to “(k)” shall be deleted and replaced with “(m)”.


7.                                       The definition of
“Senior Hedging Bank” in Clause 1.1 (Definitions)
of the Agreement will be amended by inserting the words “or a Lender or its
Affiliate as defined in this Agreement” after the words “Existing Facility
Agreement”.


8.                                       Inserting  the following new definitions into Clause 1.1
(Definitions) of the Agreement as follows:


(i)                                     “VTR Acquisition means the Acquisition of VTR GlobalCom S.A.
(directly or indirectly by the acquisition of its Holding Company) and its
Subsidiaries by a member of the Borrower Group.”


(ii)                                  “VTR Facility means the senior secured credit facility
agreement dated 20 September 2006 and made between VTR GlobalCom S.A. and
International Communications LLC as the original borrowers, Citigroup Global
Markets Inv, 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.”


(iii)                               “VTR Group means United Chile LLC (or the relevant Holding
Company of VTR GlobalCom S.A.) and its Subsidiaries.”


9.                                       Clause 7.6(a)
(Mandatory prepayment from disposal proceeds) of the Agreement shall be amended
by changing the reference to “(xiii)” to “(xiv)”.


10.                                 Clause
16.11(b)(iii) (Acquisitions and mergers) of the Agreement shall be amended as
follows:


(i)                                     in sub-paragraph
(A), deleting the words “at least 10 days before the merger is to be” and
replacing them with “within 30 days after the date on which the merger is”; and


(ii)                                  inserting the
words “within 30 days after the date on which the merger is entered into” after
the words “delivered to the Facility Agent” in sub-paragraph (B).


 



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11.                                 Clause 16.12
(Restrictions on Financial Indebtedness) of the Agreement will be amended by
deleting paragraph (d) in its entirety.


12.                                 The definition of
“Third Party Debt” in Clause 1.1
(Definitions) of the Agreement will be deleted in its entirety.


13.                                 The definition of
“Agreed Security Interest” in paragraph
(c)(ii) of Clause 16.7 (Negative Pledge) of the Agreement will be amended as
follows:


(i)                                     deleting
sub-paragraph (g) in its entirety;


(ii)                                  inserting the
word “and” at the end of sub-paragraph (f); and


(iii)                               renumbering
sub-paragraph (h) to become sub-paragraph (g).


14.                                 The definition of
“Permitted Financial Indebtedness” in
Clause 16.12(b) (Restrictions on Financial Indebtedness) of the Agreement will
be amended as follows:


(i)                                     deleting the word
“and” at the end of sub-paragraph (xiv);


(ii)                                  renumbering
sub-paragraph (xv) as paragraph (xvii) and inserting a new paragraph (xv) as
follows:


“(xv)                     any Financial
Indebtedness arising as a result of any cash pooling arrangements in the
ordinary course of the Borrower Group’s banking business to which any member of
the Borrower Group is a party;”;


(iii)                               inserting a new
paragraph (xvi) as follows:


“(xvi)                 any Financial Indebtedness incurred by VTR
GlobalCom SA under the VTR Facility provided that the loan, deposit or similar
arrangement to be made by a member of the Borrower Group with  the lenders under or in connection with the
VTR Facility is made by no later than the date falling 60 days after the date
of the VTR Acquisition; and”; and


(iv)                              in the
re-numbered paragraph (xvii), deleting the reference to the number “(xiv)” and
replacing it with the number “(xvi)”.


15.                                 Clause 16.14(a)
(Loans and guarantees) of the Agreement will be amended as follows:


(i)                                     by inserting the
words “,within 60 days of making that loan” after the word “unless” at the end
of the first paragraph;


(ii)                                  deleting the word
“first” in the first line of sub-paragraph (i);


(iii)                               deleting the
words “is to be” in sub-paragraph (ii) and replacing them with the words “has
been”;


(iv)                              deleting the “and”
at the end of paragraph (f);


(v)                                 deleting the “.”
at the end of paragraph (g) and inserting “; and” in its place; and


 



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(vi)                              inserting a new
paragraph (h) as follows:


“(h)                         the loan,
deposit, or similar arrangement to be made by a member of the Borrower Group
with  the lenders under the VTR Facility
by no later than the date falling 60 days after the date of the VTR
Acquisition.”


16.                                 Clause 16.17(a)
(Hedging) of the Agreement will be amended as follows:


(i)                                     deleting the “and”
at the end of sub-paragraph (ii) and deleting the “.” at the end of
sub-paragraph (iii) and replacing it with “; and”; and


(ii)                                  inserting a new
sub-paragraph (iv) as follows:


“(iv)
any interest rate, currency and any other hedging arrangements permitted under
the VTR Facility.”


17.                                 The definition of
“EBITDA” in Clause 17.1 (Financial
definitions) of the Agreement shall be amended by inserting a new paragraph at
the end of the definition:


“For
the avoidance of doubt, as a result of US GAAP purchase accounting
adjustments, certain deferred revenues on the balance sheet of Cablecom GmbH
were required to be written off. The Borrower shall, when calculating EBITDA,
have the option to include revenues that would have been recognised
had this US GAAP purchase accounting not taken place.”


18.                                 Clause 17.5
(Determinations) shall be amended as follows:


(i)                                     by amending
paragraph (a) so that it reads as follows:


“(a)                             Financial Indebtedness of the Borrower Group
originally denominated in any currency other than euro that has been swapped,
directly or indirectly through one or more foreign exchange hedging
transactions, into euro, will be taken into account at its euro equivalent
using the effective exchange rate in the relevant foreign exchange hedging
transactions.”


(ii)                                  by renumbering
paragraphs “(c)” and “(d)” as (d) and (e) respectively; and


(iii)                               by inserting a
new paragraph (c) as follows:


“(c)                            Notwithstanding
paragraphs (a) and (b) above, Hedged Debt (as defined below) will be taken into
account at its euro equivalent calculated using the same weighted average
exchange rates for the relevant ratio period used in the profit and loss
statements of the relevant accounts of the Borrower Group for calculating the
euro equivalent of EBITDA denominated in the same currency as the currency in
which that Hedged Debt is denominated or into which it has been swapped, as
described below.


Hedged Debt means:


(i)                                    Financial
Indebtedness of the Borrower Group originally denominated in any currency other
than euro in which any member of the Borrower Group earns EBITDA (a functional currency) and that has not been swapped, directly
or


 



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indirectly
through one or more foreign exchange hedging transactions, into euro; and


(ii)       Financial Indebtedness of
the Borrower Group that has been swapped, directly or indirectly through one or
more foreign exchange hedging transactions, into a functional currency.”


19.                                 Clause 18.3
(Breach of other obligations) of the Agreement shall be amended by inserting
a  new paragraph (c) as follows:


“
(c)                        During the Clean
Up Period (as defined below), references to the Group, Material Subsidiaries or
member of the Borrower Group in Clauses 15 (Representations and Warranties), 16
(Undertakings) and 18 (Default) (other than Clause 18.3(a) (Breach of other
obligations) to the extent it refers to Clause 17 (Financial Covenants)) will
not include any company which has been acquired pursuant to an Acquisition
permitted under Clause 16.11(a)(i) or (ii) (Acquisitions and mergers) if the
relevant event or circumstance, which would, but for the operation of this
paragraph (c), have resulted in a Default:


(i)                                    existed prior to
the date of such Acquisition;


(ii)                                 is capable of
remedy during the Clean Up Period and reasonable steps are being taken, having
become aware of such event or circumstance, to ensure that such event or
circumstance is being remedied;


(iii)           was not procured or approved by any
member of the Borrower Group; and


(iv)                             has not resulted
in or could not be reasonably be expected to have, a Material Adverse Effect.


“
Clean Up Period” means the period commencing on the date of completion of any
Acquisition referred to in paragraph (c) above and ending on the date falling
120 days thereafter. “


20.                                 Clause 18.5(c)
(Cross default) shall be amended by inserting the following words “(other than
any Financial Indebtedness of a member of the Borrower Group under the VTR Facility)”
after the words “UGCE Borrower Group”.


21.                                 Clause 12.3(a)
(Exceptions) of the Agreement will be amended as follows:


(i)                                     deleting the word
“or” at the end of sub-paragraph (iii);


(ii)                                  re-numbering
sub-paragraph (iv) to become sub-paragraph (v); and


(iii)                               inserting a new
sub-paragraph (iv) as follows:


“(iv)                        attributable to
the implementation or application of or compliance with the “International
Convergence of Capital Measurement and Capital Standards, a Revised Framework”
published by the Basel Committee on Banking Supervision in June 2004 in the
form existing [on the date of this letter] (“Basel II”)
or any other law or regulation which implements Basel II 



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(whether
such implementation, application or compliance is by a government, regulator,
Finance Party or any of its affiliates); or”


22.                                 Any amendments
and waivers that are reasonably required to be made to the Agreement and which
are not materially prejudicial to the interests of the Lenders.


 



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We agree with the terms of this letter.


Borrowers:


UPC
BROADBAND HOLDING B.V.


By:    Authorized Signatory


UPC
FINANCING PARTNERSHIP


By:    Authorized Signatory


Guarantors:


UPC
BROADBAND HOLDING B.V.


By:    Authorized Signatory


UPC
HOLDING II B.V.


By:    Authorized Signatory


UPC
FINANCING PARTNERSHIP


By:    Authorized Signatory


UPC
HOLDING B.V.


By:    Authorized Signatory


UPC
FRANCE HOLDING B.V.


By:    Authorized Signatory


UPC
WESTERN EUROPE HOLDING B.V.


By:    Authorized Signatory


 



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UPC
CENTRAL EUROPE HOLDING B.V.


By:    Authorized Signatory


UPC
NEDERLAND B.V.


By:    Authorized Signatory


UPC
POLAND HOLDING B.V.


By:    Authorized Signatory


UPC
BROADBAND N.V.


By:    Authorized Signatory


UPC
BROADBAND IRELAND B.V.


By:    Authorized Signatory


 



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