Exhibit 4.3
EXECUTION VERSION
TELENET ADDITIONAL FACILITY E2
ACCESSION AGREEMENT
TERM LOAN E2
FACILITY
To:
Toronto Dominion (Texas) LLC as
Facility Agent and KBC Bank NV as Security Agent
From:
The Telenet Additional Facility E2
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 E2 Facility
Lenders means Telenet
Additional Facility E2 Lenders, the aggregate of whose Term Loan E2
Facility Commitments exceeds two thirds of the aggregate of the
Term Loan E2 Facility Commitments of all Telenet Additional
Facility E2 Lenders.
Telenet Additional Facility E2
Lender means each of the
lenders under Term Loan E2 Facility (as listed in Schedule 1 of the
counterpart of this Agreement).
Term Loan B2A Facility
means the €135,000,000 term
loan facility designated B2A and made available under the Credit
Agreement.
Term Loan B2A Facility
Term means the Term which
is current, at the Effective Date, in respect of the outstanding
Loan under Term Loan B2A Facility.
Term Loan E2 Facility
means the €90,000,000 term loan
facility made available by the Telenet Additional Facility E2
Lenders under this Agreement.
Term Loan E2 Facility
Commitment means, in
relation to a Telenet Additional Facility E2 Lender, the amount in
euros set opposite its name under the heading “Term Loan E2
Facility Commitment” in Schedule 1 to the counterpart of this
Agreement executed by that Telenet Additional Facility E2 Lender,
to the extent not cancelled, transferred, or reduced under the
Credit Agreement.
Term Loan E2 Facility
Loan means a euro
denominated loan made to the Original Borrower by the Telenet
Additional Facility E2 Lenders under Term Loan E2
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 E2 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 E2 Facility
Lenders (the Effective Date ).
5.
We, the Telenet Additional Facility
E2 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 E2 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 E2 Facility Commitment.
7.
Any interest due in relation to Term
Loan E2 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 E2 Facility shall be from the date of this Agreement up to and
including 30 June 2010.
9.
(a)
The Company must pay to the Facility
Agent for each Lender a commitment fee in respect of the Term Loan
E2 Facility computed at the rate of 40 per cent. of the Term Loan
E2 Facility Margin per annum on that Lender’s undrawn Term
Loan E2 Facility Commitment, subject to a maximum of 1 per cent.
per annum.
(b)
Accrued commitment fee is payable
quarterly in arrear. Accrued commitment fee is also payable
to the Facility Agent for a Lender on the date its Term Loan E2
Facility Commitment is cancelled in full.
10.
The Term Loan E2 Facility may be
drawn by one Loan and no more than one Request may be made in
respect of the Term Loan E2 Facility under the Credit
Agreement.
11.
(a)
If any amount is to be applied in
mandatory prepayment of the Term Loan B2A Facility 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 E2 Facility in an amount equal to the
amount which is required to be applied in prepayment of any
participation in the Term Loan B2A 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
give a notice under Clause 7.5(a)(i) of the Credit Agreement
to apply any proportion of that amount towards the Term Loan E2
Facility where it also gives notice under that Clause to apply a
proportion of that amount towards the Term Loan B2A Facility, so
that (including taking into account any prepayment of the Term Loan
E2 Facility required under paragraph (a) above) prepayments
are made to Lenders under
the Term Loan B2A Facility and Term
Loan E2 Facility (other th
