Exhibit 4.2
EXECUTION VERSION
TELENET ADDITIONAL FACILITY E1
ACCESSION AGREEMENT
TERM LOAN E1
FACILITY
To:
Toronto Dominion (Texas) LLC as
Facility Agent and KBC Bank NV as Security Agent
From:
The Telenet Additional Facility E1
Lenders (as defined below)
Date: 25 August 2009
TELENET BIDCO NV -
€2,300,000,000 Credit Agreement
dated 1 August 2007, as amended from time to time (the Credit
Agreement)
1.
In this Agreement:
Majority Term Loan E1 Facility
Lenders means Telenet
Additional Facility E1 Lenders, the aggregate of whose Term Loan E1
Facility Commitments exceeds two thirds of the aggregate of the
Term Loan E1 Facility Commitments of all Telenet Additional
Facility E1 Lenders.
Telenet Additional Facility E1
Lender means each of the
lenders under the Term Loan E1 Facility (as listed in Schedule 1 of
the counterpart of this Agreement).
Telenet Additional Facility E1A
Lender means each lender
of a Term Loan E1A Facility Loan (as listed in Schedule 1 of the
counterpart of this Agreement).
Telenet Additional Facility E1B
Lender means each lender
of a Term Loan E1B Facility Loan (as listed in Schedule 1 of the
counterpart of this Agreement).
Term Loan B1 Facility
means the €307,500,000 term
loan facility made available by the Lenders under Clause 2.2 (Term
Loan B1 Facility) of the Credit Agreement.
Term Loan B2B Facility
means the €90,000,000 term loan
facility made available by the Lenders under Clause 2.4 (Term Loan
B2B Facility) of the Credit Agreement.
Term Loan B1 Term
means the Term currently selected
(as at the date of this Agreement) in respect of the outstanding
€307,500,000 Loan (the Term Loan B1 Facility Loan )
under the Term Loan B1 Facility.
Term Loan B2B Term
means the Term currently selected
(as at the date of this Agreement) in respect the outstanding
€90,000,000 Loan (the Term Loan B2B Facility Loan )
under the Term Loan B2B Facility.
Term Loan E1 Facility
means the €328,482,866.92 term
loan facility made available by the Telenet Additional Facility E1
Lenders under this Agreement.
Term Loan E1 Facility
Commitment means, in
relation to a Telenet Additional Facility E1 Lender, the amount in
euros set opposite its name under the heading “Term Loan E1
Facility Commitment” in Schedule 1 to the counterpart of this
Agreement executed by that Telenet
Additional Facility E1 Lender, to
the extent not cancelled, transferred, or reduced under the Credit
Agreement.
Term Loan E1 Facility
Loan means a euro
denominated loan made to the Original Borrower by the Telenet
Additional Facility E1 Lenders under the Term Loan E1
Facility.
Term Loan E1A Facility
Loan means the
€238,482,866.92 loan made to the Original Borrower by the
Telenet Additional Facility E1A Lenders under the Term Loan E1
Facility.
Term Loan E1B Facility
Loan means the
€90,000,000 loan made to the Original Borrower by the Telenet
Additional Facility E1B Lenders under the Term Loan E1
Facility.
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. 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.
3.
We refer to Clause 2.7 (Telenet
Additional Facility) of the Credit Agreement.
4.
This Agreement will take effect on
the date on which the Facility Agent notifies the Company and the
Telenet Additional Facility E1 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 Term Loan E1 Facility
Lenders (the Effective Date ).
5.
We, the Telenet Additional Facility
E1 Lenders, agree:
(a)
to become party to and to be bound
by the terms of the Credit Agreement as Lenders in accordance with
Clause 2.7 (Telenet Additional Facility) of the Credit
Agreement; and
(b)
to become party to the Intercreditor
Agreement as Lenders and to observe, perform and be bound by the
terms and provisions of the Intercreditor Agreement in the capacity
as Lenders in accordance with Clause 20.3 (Transfers by Finance
Parties) of the Intercreditor Agreement.
6.
The Telenet Additional Facility
Commitment in relation to a Telenet Additional Facility E1 Lender
(for the purpose of the definition of Telenet Additional Facility
Commitment in Clause 1.1 (Definitions) of the Credit Agreement) is
its Term Loan E1 Facility Commitment.
7.
Any interest due in relation to Term
Loan E1 Facility will be payable on the last day of each Term in
accordance with Clause 8 (Interest) of the Credit
Agreement.
8.
The Availability Period for Term
Loan E1 Facility shall be from the date of this Agreement up to and
including the Effective Date.
9.
The Term Loan E1 Facility may be
drawn by two Loans and no more than two Requests may be made in
respect of the Term Loan E1 Facility under the Credit
Agreement.
10.
(a)
If any amount is to be applied in
mandatory prepayment of the Term Loan B1 Facility or the Term Loan
B2B Facility, in each case under Clause 7.3 (Mandatory prepayment
from disposal proceeds) of the Credit Agreement, then on the date
of
such prepayment the Company shall
prepay the Term Loan E1 Facility in an amount equal to the amount
which is required to be applied in prepayment of any participation
in the Term Loan B1 Facility or Term Loan B2B Facility which is
held by any Lender which is an Affiliate of the Company.
(b)
If any amount is to be applied in
mandatory prepayment under Clause 7.3 (Mandatory prepayment from
disposal proceeds) of the Credit Agreement, the Company shall only
give a notice under Clause 7.5(a)(i) of the Credit Agreement
to apply any proportion of that amount towards the Term Loan E1
Facility where it also gives notice under that Clause to apply a
proportion of that amount towards the Term Loan B1 Facility and the
Term Loan B2B Facility, so that (including taking into account any
prepayment of the Term Loan E1 Facility required under paragraph
(a) above) prepayments are made to Lenders under the Term Loan
Loan E1 Facility, the Term Loan B1 Facility and the Term Loan B2B
Facility (other than Lenders which are Affiliates of the Company)
in a manner which is pro rata to the amount of those
Lenders’ participation in those Facilities.
11.
(a)
The first Term to apply to each of
the Term Loan E1A Facility Loan and Term Loan E1B Facility Loan
will
