Exhibit 4.4
EXECUTION VERSION
TELENET ADDITIONAL FACILITY F
ACCESSION AGREEMENT
TERM LOAN F
FACILITY
To:
Toronto Dominion (Texas) LLC as
Facility Agent and KBC Bank NV as Security Agent
From:
The Telenet Additional Facility F
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 F Facility
Lenders means Telenet
Additional Facility F Lenders, the aggregate of whose Term Loan F
Facility Commitments exceeds two thirds of the aggregate of the
Term Loan F Facility Commitments of all Telenet Additional Facility
F Lenders.
Telenet Additional Facility F
Lender means each of the
lenders under Term Loan F Facility (as listed in Schedule 1 of the
counterpart of this Agreement).
Term Loan C Facility
means the €1,062,500,000 term
loan facility made available under the Credit Agreement.
Term Loan C Facility
Term means the Term which
is current, at the Effective Date, in respect of the outstanding
Loan under Term Loan C Facility.
Term Loan F Facility
means the €979,237,142.35 term
loan facility made available by the Telenet Additional Facility F
Lenders under this Agreement.
Term Loan F Facility
Commitment means, in
relation to a Telenet Additional Facility F Lender, the amount in
euros set opposite its name under the heading “Term Loan F
Facility Commitment” in Schedule 1 to the counterpart of this
Agreement executed by that Telenet Additional Facility F Lender, to
the extent not cancelled, transferred, or reduced under the Credit
Agreement.
Term Loan F Facility
Loan means a euro
denominated loan made to the Original Borrower by the Telenet
Additional Facility F Lenders under Term Loan F
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 F 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 F
Facility Lenders (the Effective Date ).
5.
We, the Telenet Additional Facility
F 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 F 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 F Facility Commitment.
7.
Any interest due in relation to Term
Loan F 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 F Facility shall be from the date of this Agreement up to and
including the Effective Date.
9.
The Term Loan F Facility may be
drawn by one Loan and no more than one Request may be made in
respect of the Term Loan F Facility under the Credit
Agreement.
10.
(a)
If any amount is to be applied in
mandatory prepayment of the Term Loan C 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 F Facility in an amount equal to the amount
which is required to be applied in prepayment of any participation
in the Term Loan C Facility which is held by any Term Loan C
Facility 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 F
Facility where it also gives notice under that Clause to apply a
proportion of that amount towards the Term Loan C Facility, so that
(including taking into account any prepayment of the Term Loan F
Facility required under paragraph (a) above) prepayments are
made to Lenders under the Term Loan C Facility and Term Loan F
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 the Term
Loan F Facility Loan will be a period equal to the period running
from the Effective Date up to and including the last day of the
Term Loan C Facility Term.
(b)
In respect of the first Term to
apply to the Term Loan F Facility Loan only, EURIBOR shall mean the
EURIBOR rate as determined in respect of the Term Loan C Facility
Term.
12.
The Term Loan F Facility Loan will
be used for general corporate purposes.
13.
The Final Maturity Date in respect
of this Term Loan F Facility will
