EXHIBIT 4.1
ADDITIONAL FACILITY O ACCESSION
AGREEMENT
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To:
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Toronto
Dominion (Texas) LLC as Facility Agent and TD Bank Europe Limited
as Security Agent
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From:
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The banks and
financial institutions listed in Schedule 1 to this Agreement (the
Additional Facility O Lenders )
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Date: 12 August
2008
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
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Facility O
means Facility O1 or Facility
O2.
Facility O1
means the HUF term loan facility
which forms a sub-tranche of Facility O.
Facility O2
means the PLN term loan facility
which forms a sub-tranche of Facility O.
Facility O Advance
means Facility O1 Advance or
Facility O2 Advance.
Facility O1 Advance
means the HUF denominated advance
made to UPC Broadband by the Additional Facility O1 Lenders under
Facility O1.
Facility O2 Advance
means the PLN denominated advance
made to UPC Broadband by the Additional Facility O2 Lenders under
Facility O2.
Facility O Commitment
means Facility O1 Commitment or
Facility O2 Commitment.
Facility O1 Commitment
means, in relation to an Additional
Facility O1 Lender, the amount in HUF set opposite its name under
the heading “Facility O1 Commitment” in Schedule 1 to
the counterpart of this Agreement executed by that Additional
Facility O1 Lender, to the extent not cancelled, transferred, or
reduced under the Credit Agreement.
Facility O2 Commitment
means, in relation to an Additional
Facility O2 Lender, the amount in PLN set opposite its name under
the heading “Facility O2 Commitment” in Schedule 1 to
the counterpart of this Agreement executed by that Additional
Facility O2 Lender, to the extent not cancelled, transferred, or
reduced under the Credit Agreement.
HUF means the lawful currency for the time being of
the Republic of Hungary.
Majority Facility
O Lenders means Additional Facility O
Lenders the aggregate of whose Facility O1 Commitments and Facility
O2 Commitments (translated into euros on the basis of the
Agent’s Spot Rate of Exchange on the date of this Agreement)
exceeds 66 2 / 3 per cent. of the
aggregate of Facility O1 Commitments and Facility O2 Commitments of
all Additional Facility O Lenders (translated into euros on the
basis of the Agent’s Spot Rate of Exchange on the date of
this Agreement).
PLN means the lawful currency for the time being of
the Republic of Poland.
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2.
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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. The principles of construction set out in Clause 1.2
(Construction) of the Credit Agreement apply to this Agreement as
though they were set out in full in this Agreement.
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3.
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We refer to
Clause 2.2 (Additional Facilities) of the Credit
Agreement.
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4.
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This Agreement
will take effect on the date on which the Facility Agent notifies
UPC Broadband and the Additional Facility O 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 O
Lenders (the Effective Date ).
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5.
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We, the
Additional Facility O Lenders, agree:
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(a)
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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
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(b)
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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.
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6.
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The Additional
Facility Commitment in relation to an Additional Facility O Lender
(for the purpose of the definition of Additional Facility
Commitment in Clause 1.1 (Definitions) of the Credit Agreement) is
its Facility O1 Commitment or Facility O2 Commitment (as
applicable).
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7.
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Any interest
due in relation to Facility O will be payable on the last day of
each Interest Period in accordance with Clause 8 (Interest) of the
Credit Agreement.
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8.
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(a)
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The Availability Period in relation
to each of Facility O1 and Facility O2 is the period from and
including the date of this Agreement up to and including the
earlier of:
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(i) the first Utilisation Date under
this Facility O; and
(ii) the date falling 10 Business
Days after the date of this Agreement,
or such other date as all the
Additional Facility O Lenders may agree at their
discretion.
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(b)
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Each of
Facility O1 and Facility O2 may be drawn by one Advance and no more
than one Request may be made in respect of each of Facility O1 and
Facility O2 under the Credit Agreement.
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9.
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Each Facility O
Advance will be used for general corporate purposes and working
capital purposes including, the repayment or prepayment of existing
indebtedness.
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10.
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The Final
Maturity Date in respect of this Facility O is 31 July
2013.
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11.
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The outstanding
Facility O Advances will be repaid in full on the Final Maturity
Date.
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12.
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The Margin in
relation to this Facility O is 2.75 per cent. per
annum.
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13.
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For the
purposes of drawings under this Facility O in the absence
o
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