Exhibit 4.2


€1,695,000,000 ADDITIONAL
FACILITY M 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 M Lenders)


Date:   13 April  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:


Cablecom
Lender means a Lender under and as defined in the facilities agreement
originally dated 5 December 2005 (as amended) made between (among others)
Cablecom Luxembourg S.C.A. as borrower and Toronto Dominion (Texas) LLC as
facility agent.


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
J1 means the €900,000,000 term loan facility (of which €795,000,000 remains
outstanding) under the Additional Facility Accession Agreement dated 10 May
2006.


Facility
K1 means the €900,000,000 term loan facility under the Additional Facility
Accession Agreement dated 10 May 2006.


Facility
M means the €1,695,000,000 term loan facility which forms this Additional
Facility.


Facility
M Advance means the euro-denominated advance made to UPC
Financing by the Additional Facility M Lenders under Facility M.


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


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


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 (the Effective Date)
on which the Facility Agent has notified UPC Broadband and the Additional
Facility M 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 M Lenders.


5.                                       We, the
Additional Facility M 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 M Lender (for the
purpose of the definition of Additional Facility Commitment in Clause 1.1
(Definitions) of the Credit Agreement) is its Facility M Commitment.


7.                                       Any interest due
in relation to Facility M 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)                                   17 April 2007.


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


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


9.                                       (a)           The Facility M Advance will be used
first in permanent prepayment and cancellation of 100 per cent. of all
outstanding Facility J1 Advances and 100 per cent. of all outstanding Facility
K1 Advances.


(b)                                 To the extent
that each of the Facility J1 and Facility K1 have been permanently repaid and
cancelled in full, the Advance made under Facility M may also be used for
general corporate and working capital purposes including the repayment of
existing indebtedness.


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


(a)                                   31 December 2014;
and


(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.



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11.                                 The outstanding
Facility M Advances will be repaid in full on the Final Maturity Date.


12.                                 The Borrower will
ensure that the amount of the Facility M Advance must be no less than the
aggregate amount of all outstanding Facility J1 and K1 Advances at the time the
Facility M Advance is made.


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


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


15.                                 In the event
that, on or before 16 May 2008, the whole or any part of an outstanding
Facility M 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 M 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 M 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 M Lenders) and UPC
Broadband.


16.                                 Where an
Additional Facility M Lender assigns, transfers or novates its rights and/or
obligations in relation to Facility M 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 each further or previous Additional Facility M Accession
Agreement, the day on which each of the Underwriters (as defined in the
Commitment Letter) reduces its participation in that further Additional Facility
M Accession Agreement to a hold of zero.


(b)                                 Facility M may be
upsized by an aggregate amount of up to €770,000,000 by the signing of one or
more further Additional Facility M Accession Agreements that specify (along
with the other terms specified therein) UPC Financing as the sole Borrower and
which specify Additional Facility M Commitments denominated in Euros, to be
drawn in Euros, with the same Final Maturity Date and Margin as specified in
this Additional Facility Accession Agreement. Facility M shall not consolidate
with any further or previous Additional Facility M Accession Agreement until
the Date of Successful Syndication.


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


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


(a)                                  (in its capacity
as Lender under the Credit Agreement) it approves the amendments to the Credit
Agreement as set out in the schedule to the draft Amendment Letter dated 23
March 2007 (with document number BK:5774015.9) to be entered into between
(among others) UPC Broadband, UPC Financing and the Facility Agent (the Amendment Letter); and


21.                                 (a)           Each of the Additional Facility M
Lenders agrees that during the period from (and including) the Effective Date
to the date on which the amendments contemplated in the Amendment Letter become
effective (the Relevant Period) it will not attempt to assign or
transfer its rights in relation to Facility M. 
Nothing in this paragraph will prevent an Additional Facility M Lender
from novating its rights and obligations in respect of Facility M during the
Relevant Period, except that any such novation made during the Relevant Period
must be made pursuant to a Novation Certificate in the form of part 1 or part 2
of Schedule 3 to this Agreement.


(b)                                 Each of the
Additional Facility M Lenders agrees that without prejudice to Clause 26.3 of
the Credit Agreement, each New Lender (as defined in the Novation Certificate
referred to above) shall become, by the execution by the Facility Agent of such
Novation Certificate, bound by the terms of this Agreement as if it were an
original party hereto as an Additional Facility M 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 M Lender.


22.                                 each Additional
Facility M 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 M from three Business Days before the Utilisation Date to two
Business Days before the Utilisation Date.


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


24.                                 This Agreement is
governed by English law.


25.                                 This Agreement
may be executed in any number of counterparts and, in the case of each
Additional Facility M Lender, each Additional Facility M Lender’s counterpart
will, only contain the details of that Additional Facility M Lender, and this
has the same effect as if the 



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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 M LENDERS AND COMMITMENTS


 




	
  Additional Facility M Lender

  	
   

  	
  Facility M Commitment

  	
   

  
	
   

  	
   

  	
  (€)

  	
   

  
	
  Toronto Dominion Texas LLC

  	
   

  	
  1,695,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  €1,695,000,000

  	
   

  






 



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


(b)                                 Evidence that UPC
Broadband has delivered a duly completed Cancellation Notice to the Facility
Agent giving notice of prepayment of the whole of the outstanding advances
under Facility J1 and Facility K1.


 



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SCHEDULE 3


NOVATION
CERTIFICATES


PART 1


NOVATION
CERTIFICATE (CASH)


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 M 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:


(a)                                  (in each of its
capacities as Lender under Credit Agreement and Cablecom Lender) it approves
the amendments to the Credit Agreement as set out in the schedule to the Amendment
Letter dated 23 March 2007 (with document number BK:5774015.9) to be entered
into between (among others) UPC Broadband, UPC Financing and the Facility Agent
(the Amendment Letter); and


(b)                                 it is bound by the terms of the Additional Facility Accession Agreement
as if it were an original party thereto as an
Additional Facility M 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 M 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.                                       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:

  



 



 10
 









PART 2


NOVATION
CERTIFICATE (CASHLESS)


To:          Toronto Dominion (Texas) LLC as
Facility Agent and UPC Financing as Borrower


From:      Toronto Dominion (Texas) LLC and [the
EXISTING [J1][K1] LENDER / NEW M LENDER]


Date:
[          ] April 2007


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


We
refer to:


(b)                                 Clause 26.3
(Procedure for novations) of the Credit Agreement;


(c)                                  Clause 9.3
(Transfers by the Lenders) of the Security Deed;


(d)                                 the Additional
Facility [J][K] Accession Agreement; and


(e)                                  the
€1,695,000,000 term loan Additional Facility M Accession Agreement.


Terms defined in the Credit Agreement or, if not defined in the Credit
Agreement, the Additional Facility [J][K] Accession Agreement or the
€1,695,000,000 term loan Additional Facility M Accession Agreement (as the case
may be), have the same meaning in this Novation Certificate.


1.                                       [               ] (the Existing
[J1][K1] Lender) agrees to novate and Toronto Dominion (Texas) LLC
(the New [J1][K1] Lender) agrees to accept
novation immediately prior to funding  of
€1,695,000,000 term loan facility under Facility M  on the Effective Date of all the Existing
[J1][K1] 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.                                       Immediately
following the funding of the €1,695,000,000 term loan under Facility M on the
Effective Date, Toronto Dominion Texas LLC (the Existing M
Lender) agrees to novate and [                    ]
(the New M Lender) agrees to accept the
novation of all the Existing M 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.


3.                                       The aggregate
Existing [J1][K1] Commitment (at par) will be equal to the aggregate Existing M
Commitment(at par) (each as referred to in the schedule to this certificate).
The Existing [J1][K1] Commitment shall be deemed to be transferred by the
Existing [J1][K1] Lender to the New [J1][K1] Lender and The Existing M Lender’s
obligation to transfer the Existing M Commitment to the New M Lender will be
deemed to be satisfied, in each case on the Effective Date in the order
contemplated by the paragraphs above.



 11
 









4.                                       Each of the New
[J1][K1] Lender and the New M Lender confirm that (in its capacity as Lender
under Credit Agreement) it approves the amendments to the Credit Agreement as
set out in the schedule to the draft Amendment Letter dated 23 March 2007 (with
document number BK: 5774015.9) to be entered into between (among others) UPC
Broadband, UPC Financing and the Facility Agent (the Amendment
Letter).


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


6.                                       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.


7.                                       This certificate
shall take effect on the date of this certificate.


8.                                       For the purposes
of this certificate, “Effective Date”
means the date specified under the Facility Agent’s name in the relevant
signature page to this Novation Certificate.


9.                                       This Novation
Certificate is governed by English law.



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THE
SCHEDULE


Rights and obligations to be novated:


1.                                      Existing [J1][K1] Lender


Existing
[J1][K1] Commitment: €[      ]


Existing
[J1] [K1] Loans Outstanding: €[      ]


Assignee: New [J1][K1] Lender


2.                                      Existing
M Lender


Existing M
Commitment: €[      ]


Existing
M Loans Outstanding: €[      ]


Assignee: New M Lender


 



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SIGNATORIES


FACILITY
M 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


UPC
FINANCING PARTNERSHIP


By:    Authorized Signatory


 



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