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KBW. On December 15, 2011, UPC Germany HoldCo 2 GmbH (UPC Germany HC2), our indirect subsidiary, acquired all of the outstanding shares of Kabel BW Musketeer GmbH (formerly known as Musketeer GmbH) (KBW Musketeer), the indirect parent company of KBW, pursuant to a Sale and Purchase Agreement dated March 21, 2011, with Oskar Rakso S.à.r.l as the seller (the KBW Acquisition). At closing, Oskar Rakso S.á.r.l. transferred its KBW Musketeer shares and assigned the balance of a loan receivable from KBW Musketeer to UPC Germany HC2 in consideration of UPC Germany HC2's payment of the purchase price of €1,062.4 million ($1,381.9 million at the transaction date) in cash. Such purchase price, together with KBW Musketeer's consolidated net debt at December 15, 2011 (aggregate fair value of debt and capital lease obligations outstanding less cash and cash equivalents) of €2,352.9 million ($3,060.7 million at the transaction date) resulted in total consideration of €3,415.3 million ($4,442.6 million at the transaction date), excluding direct acquisition costs. The regulatory authorities in Germany conditioned their approval of the KBW Acquisition upon our agreement with several conditions primarily concerning our contracts and relationships with housing associations and our encryption of our digital free-to-air (FTA) television services. We acquired KBW in order to achieve certain financial, operational and strategic benefits through the integration of KBW with our existing operations in Germany and, to a lesser extent, other parts of Europe.

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Aster. On September 16, 2011, a subsidiary of UPC Holding paid total cash consideration equal to PLN 2,445.7 million ($784.7 million at the transaction date) in connection with its acquisition of a 100% equity interest in Aster Sp. z.o.o. (Aster), a broadband communications operator in Poland (the Aster Acquisition).  The total cash consideration, which UPC Holding initially funded with available cash and cash equivalents, included the equivalent of PLN 1,602.3 million ($513.5 million at the transaction date) that was used to repay Aster's debt immediately prior to our acquisition of Aster's equity and excludes direct acquisition costs.  The approval of the Aster Acquisition by the regulatory authorities in Poland

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Austar. On July 11, 2011, our company and Austar entered into agreements with certain third parties (collectively, FOXTEL) pursuant to which FOXTEL would acquire 100% of Austar's ordinary shares through a series of transactions (the Austar Transaction), one of which involves our temporary acquisition of the 45.85% of Austar's ordinary shares held by the noncontrolling shareholders (the Austar NCI Acquisition). The sales price under the transaction is AUD 1.52 ($1.56) in cash per share, which represents a total equity sales price of AUD 1,932.7 million ($1,982.1 million) for a 100% interest in Austar (based on Austar ordinary shares outstanding at December 31, 2011) or AUD 1,046.5 million ($1,073.2 million) for our 54.15% interest in Austar. Completion of the Austar Transaction is subject to a number of conditions, including (1) regulatory approvals regarding (a) competition, which approval has not yet been granted, and (b) foreign investment matters, which approval was received in December 2011, (2) an independent expert's determination that the Austar Transaction is in the best interests of Austar's noncontrolling shareholders, which determination was received in December 2011, (3) our receipt of a private letter ruling from the Internal Revenue Service confirming our intended treatment of the transaction, which ruling we received in November 2011, and (4) approval by a majority in number of the voting noncontrolling shareholders who represent at least 75% of the votes cast by noncontrolling shareholders at the Austar shareholder meeting, which is currently scheduled for March 30, 2012. Assuming the remaining conditions precedent are satisfied as required by the Austar Transaction, it is currently expected that the Austar NCI Acquisition will occur in April 2012 and that FOXTEL's acquisition of 100% of Austar from our company for AUD 1.52 per share will occur in May or June of 2012. If the Austar NCI Acquisition does not close by April 17, 2012 or FOXTEL does not acquire 100% of Austar by June 29, 2012, the applicable underlying agreements will expire if not otherwise extended.

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Spectrum Licenses. On February 16, 2011, Austar sold a wholly-owned subsidiary that owned certain spectrum licenses. Austar received total sales consideration of AUD 119.4 million ($120.9 million at the transaction date), consisting of cash consideration of AUD 57.4 million ($58.1 million at the transaction date) for the share capital and a cash payment to Austar of AUD 62.0 million ($62.8 million at the transaction date) representing the repayment of the sold subsidiary's intercompany debt.

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KBW Notes. At December 31, 2011, KBW Musketeer and its subsidiaries had outstanding (1) €680.0 million ($881.3 million) principal amount of 9.5% Senior Notes (the KBW Senior Notes), (2) €800.0 million ($1,036.8 million) principal amount of 7.5% Senior Secured Notes (the KBW Euro Senior Secured Notes), (3) $500.0 million principal amount of 7.5% Senior Secured Notes (the KBW Dollar Senior Secured Notes and together with the KBW Euro Senior Secured Notes, the KBW Senior Secured Fixed Rate Notes), and (4) €420.0 million ($544.3 million) principal amount of Senior Secured Floating Rate Notes (the KBW Senior Secured Floating Rate Notes and together with the KBW Senior Secured Fixed Rate Notes, the KBW Senior Secured Notes). The KBW Senior Notes mature on March 15, 2021, the KBW Senior Secured Fixed Rate Notes mature on March 15, 2019, and the KBW Senior Secured Floating Rate Notes mature on March 15, 2018. The KBW Senior Notes are senior obligations of KBW Musketeer that rank equally with all of the existing and future senior debt of KBW Musketeer and are senior to all existing and future subordinated debt of KBW Musketeer. The KBW Senior Secured Notes are senior obligations of KBW that rank equally with all of the existing and future senior debt of KBW and are senior to all existing and future subordinated debt of KBW. The KBW Senior Notes and KBW Senior Secured Notes have been issued pursuant to two indentures, each dated March 31, 2011.

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KBW Revolving Credit Facility. A subsidiary of KBW is the borrower under a €100.0 million ($129.6 million) secured revolving credit facility agreement dated March 31, 2011, with certain lenders (the KBW Revolving Credit Facility), which was undrawn as of December 31, 2011. Borrowings under the KBW Revolving Credit Facility, which mature on March 31, 2017, may be used for general corporate and working capital purposes.

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UPC Broadband Holding Bank Facility Refinancing Transactions. The UPC Broadband Holding Bank Facility is the senior secured credit facility of UPC Broadband Holding BV (UPC Broadband Holding), a wholly-owned subsidiary of UPC Holding. In July and August 2011, UPC Broadband Holding entered into various additional facility accession agreements, resulting in a new redrawable term loan facility (Facility AA) with an aggregate principal amount of €904.0 million ($1,171.5 million). In connection with these transactions, certain lenders under existing Facilities L, M, N, Q and W novated their drawn and undrawn commitments to UPC Broadband Operations BV, a direct subsidiary of UPC Broadband Holding, and entered into the new Facility AA. As a result of these transactions, total commitments of (1) €129.7 million ($168.1 million) under Facility L, (2) €36.8 million ($47.7 million) under Facility M, (3) $30.0 million under Facility N, (4) €392.0 million ($508.0 million) under Facility Q and (5) €125.0 million ($162.0 million) under Facility W were effectively rolled into Facility AA. The final maturity date for Facility AA is July 31, 2016. Facility AA may be increased in the future by entering into one or more additional facility accession agreements.

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Telenet Credit Facility. The Telenet Credit Facility is the senior secured credit facility of Telenet NV and Telenet International Finance S.á.r.l. (Telenet International), each a wholly-owned subsidiary of Telenet. During the third quarter of 2011, pursuant to various facility accession agreements, Telenet International executed (1) two new term loan facilities (Telenet Facilities Q and R) in aggregate principal amounts of €431.0 million ($558.7 million) and €798.6 million ($1,035.0 million), respectively, and (2) a revolving credit facility (Telenet Facility S) in an aggregate principal amount of €158.0 million ($204.8 million), which was undrawn at December 31, 2011. In connection with these transactions, (1) certain lenders novated their existing Telenet Facility G drawn commitments to Telenet Luxembourg Finance Center S.à.r.l., a subsidiary of Telenet NV, and entered into the new Telenet Facilities Q and R and (2) Telenet's then-existing undrawn €175.0 million ($251.7 million at the transaction date) revolving credit facility was canceled. As a result of these transactions, €1,229.6 million ($1,746.3 million at the transaction date) of Telenet Facility G drawn commitments were

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Telenet SPE Notes. Telenet Finance III Luxembourg S.C.A. (Telenet Finance III) is a special purpose financing company that is owned 99.9% by a foundation established under the laws of the Netherlands and 0.1% by a Luxembourg private limited liability company as general partner. On February 15, 2011, Telenet Finance III issued €300.0 million ($388.8 million) principal amount of 6.625% senior secured notes due February 15, 2021 (the Telenet Finance III Senior Notes). Telenet Finance III used the proceeds from the Telenet Finance III Senior Notes to fund a new additional facility (Telenet Facility O) under the Telenet Credit Facility, with Telenet International as the borrower. Telenet International applied €286.5 million ($387.1 million at the transaction date) of the proceeds from Telenet Facility O to redeem a portion of the outstanding borrowings under Telenet Facilities K and L1. The remaining €80.0 million ($103.7 million) of outstanding borrowings under Telenet Facilities K and L1 were rolled into a new Telenet Facility G2 under the Telenet Credit Facility, which had terms similar to the existing Telenet Facility G.

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UGC Convertible Notes. On March 15, 2011, we called for redemption the remaining €328.2 million ($425.3 million) principal amount outstanding of the 1.75% euro-denominated convertible senior notes due April 15, 2024, that had been issued by our subsidiary, UnitedGlobalCom, Inc., in 2004 (the UGC Convertible Notes).  As a result of the call for redemption, note holders became entitled to convert their UGC Convertible Notes into LGI common stock at the specified ratios during a conversion period ending on April 18, 2011. During this conversion period, all of the outstanding UGC Convertible Notes were converted into an aggregate of 7,328,994 shares of LGI Series A common stock and 7,249,539 shares of LGI Series C common stock.

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LGI Convertible Notes. During the second and third quarters of 2011, we completed the exchange of 99.8% and 0.2%, respectively, of the $935.0 million principal amount of our 4.50% convertible senior notes due November 15, 2016 for aggregate consideration of 26,423,266 shares of our LGI Series A common stock, 8,807,772 shares of our LGI Series C common stock and $186.7 million of cash (excluding cash paid for accrued but unpaid interest).

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Stock Repurchases. Pursuant to our various stock repurchase programs, we repurchased during 2011 a total of 9,114,812 shares of LGI Series A common stock at a weighted average price of $38.99 per share and 14,203,563 shares of LGI Series C common stock at a weighted average price of $39.22 per share, for an aggregate cash purchase price of $912.3 million, including direct acquisition costs. On December 14, 2011, our board of directors authorized a new program of up to $1.0 billion (before direct acquisition costs) for the repurchase of LGI Series A common stock, LGI Series C common stock, or any combination of the foregoing, through open market or privately negotiated transactions, which may include derivative transactions. The timing of the repurchase of shares pursuant to this program is dependent on a variety of factors, including market conditions. This program may be suspended or discontinued at any time. At December 31, 2011, the remaining amount authorized for stock repurchases was $1,011.1 million.

•	economic and business conditions and industry trends in the countries in which we operate;

•	the competitive environment in the broadband communications and programming industries in the countries in which we operate, including competitor responses to our products and services;

•	fluctuations in currency exchange rates and interest rates;

•	instability in global financial markets, including sovereign debt issues in the European Union (EU) and related fiscal reforms;

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•	consumer disposable income and spending levels, including the availability and amount of individual consumer debt;

•	changes in consumer television viewing preferences and habits;

•	consumer acceptance of our existing service offerings, including our digital video, broadband internet and telephony services, and of new technology, programming alternatives and broadband services that we may offer in the future;

•	our ability to manage rapid technological changes;

•	our ability to maintain or increase the number of subscriptions to our digital video, broadband internet and telephony services and our average revenue per household;

•	our ability to maintain or increase rates to our subscribers or to pass through increased costs to our subscribers;

•	the impact of our future financial performance, or market conditions generally, on the availability, terms and deployment of capital;

•	changes in, or failure or inability to comply with, government regulations in the countries in which we operate and adverse outcomes from regulatory proceedings;

•	government intervention that opens our broadband distribution networks to competitors, such as the obligations imposed in Belgium;

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the ability to obtain regulatory approval and satisfy other conditions necessary to close acquisitions and dispositions, such as our pending disposition of Austar, and the impact of conditions imposed by competition and other regulatory authorities in connection with acquisitions, including the impact of the conditions imposed in connection with the acquisition of Aster and KBW on our operations in Poland and Germany, respectively;

•	our ability to successfully negotiate rate increases where applicable;

•	changes in laws or treaties relating to taxation, or the interpretation thereof, in the U.S. or in countries in which we operate;

•	changes in laws and government regulations that may impact the availability and cost of credit and the derivative instruments that hedge certain of our financial risks;

•	the ability of suppliers and vendors to timely deliver products, equipment, software and services;

•	the availability of attractive programming for our digital video services at reasonable costs;

•	uncertainties inherent in the development and integration of new business lines and business strategies;

•	capital spending for the acquisition and/or development of telecommunications networks and services;

•	our ability to successfully integrate and realize anticipated efficiencies from the businesses we acquire;

•	problems we may discover post-closing with the operations, including the internal controls and financial reporting process, of businesses we acquire;

•	the outcome of any pending or threatened litigation;

•	any further consolidation of the foreign broadband distribution industry;

•	the loss of key employees and the availability of qualified personnel;

•	changes in the nature of key strategic relationships with partners and joint venturers; and

•	events that are outside of our control, such as political unrest in international markets, terrorist attacks, malicious human acts, natural disasters, pandemics and other similar events.

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(1)

Homes Passed are homes or residential multiple dwelling units that can be connected to our networks without materially extending the distribution plant, except for DTH and MMDS homes. Our Homes Passed counts are based on census data that can change based on either revisions to the data or from new census results. We do not count homes passed for DTH. With respect to MMDS, one MMDS customer is equal to one Home Passed. Due to the fact that we do not own the partner networks (defined below) used in Switzerland and the Netherlands (see note 13) or the unbundled loop and shared access network used by one of our Austrian subsidiaries, UPC Austria GmbH (Austria GmbH), we do not report homes passed for Switzerland's and the Netherlands' partner networks or the unbundled loop and shared access network used by Austria GmbH.

(2)

Two-way Homes Passed are Homes Passed by those sections of our networks that are technologically capable of providing two-way services, including video and internet services and, in most cases, telephony services. Due to the fact that we do not own the partner networks used in Switzerland and the Netherlands or the unbundled loop and shared access network used by Austria GmbH, we do not report two-way homes passed for Switzerland's or the Netherlands' partner networks or the unbundled loop and shared access network used by Austria GmbH.

(3)

Customer Relationships are the number of customers who receive at least one of our video, internet or voice services that we count as Revenue Generating Units (RGUs), without regard to which or to how many services they subscribe. To the extent that RGU counts include equivalent billing unit (EBU) adjustments, we reflect corresponding adjustments to our Customer Relationship counts. For further information regarding our EBU calculation, see Additional General Notes to Tables below. Customer Relationships generally are counted on a unique premises basis. Accordingly, if an individual receives our services in two premises (e.g., a primary home and a vacation home), that individual generally will count as two Customer Relationships. We exclude mobile customers from Customer Relationships. For Belgium, Customer Relationships only include customers who subscribe to an analog or digital cable service due to billing system limitations.

(4)

Revenue Generating Unit is separately an Analog Cable Subscriber, Digital Cable Subscriber, DTH Subscriber, MMDS Subscriber, Internet Subscriber or Telephony Subscriber. A home, residential multiple dwelling unit, or commercial unit may contain one or more RGUs. For example, if a residential customer in our Austrian system subscribed to our digital cable service, telephony service and broadband internet service, the customer would constitute three RGUs. Total RGUs is the sum of Analog Cable, Digital Cable, DTH, MMDS, Internet and Telephony Subscribers. RGUs generally are counted on a unique premises basis such that a given premises does not count as more than one RGU for any given service. On the other hand, if an individual receives one of our services in two premises (e.g. a primary home and a vacation home), that individual will count as two RGUs for that service. Each bundled cable, internet or telephony service is counted as a separate RGU regardless of the nature of any bundling discount or promotion. Non-paying subscribers are counted as subscribers during their free promotional service period. Some of these subscribers may choose to disconnect after their free service period. Services offered without charge on a long-term basis (e.g., VIP subscribers, free service to employees) generally are not counted as RGUs.

(5)

Analog Cable Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our analog cable service over our broadband network. In light of the fact that our digital free-to-air television channels are not encrypted in certain portions of our German footprint, the Analog Cable Subscriber count reported for Germany also includes subscribers who may use a purchased set-top box or other non-verifiable means to receive our unencrypted basic digital cable channels without subscribing to any services that would require the payment of recurring monthly fees in addition to the basic analog service fee (Basic Digital Cable Subscriber). In Europe, we have approximately 445,900 “lifeline” customers that are counted on a per connection basis, representing the least expensive regulated tier of video cable service, with only a few channels.

(6)

Digital Cable Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our digital cable service over our broadband network or through a partner network. We count a subscriber with one or more digital converter boxes that receives our digital cable service in one premises as just one subscriber. A Digital Cable Subscriber is not counted as an Analog Cable Subscriber. As we migrate customers from analog to digital cable services, we report a decrease in our Analog Cable Subscribers equal to the increase in our Digital Cable Subscribers. Basic Digital Cable Subscribers in Germany (see note 5 above) are not included in the Digital Cable Subscriber count reported for Germany. Subscribers in Switzerland and Belgium who use purchased set-top boxes or other means to receive our basic digital cable service, but do not pay a recurring monthly service fee in addition to the basic analog service fee, are counted as Digital Cable Subscribers to the extent that such individuals are subscribing to our analog cable service. At December 31, 2011, we included 224,200 and 63,600 of these subscribers in the Digital Cable Subscribers reported for Belgium and Switzerland, respectively. In the case of Switzerland, we estimate the number of such subscribers. Subscribers to digital cable services provided by our Switzerland operations over partner networks receive analog cable services from the partner networks as opposed to our Switzerland operations.

(7)	DTH Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our video programming broadcast directly via a geosynchronous satellite.

(8)	MMDS Subscriber is a home, residential multiple dwelling unit or commercial unit that receives our video programming via MMDS.

(9)

Internet Homes Serviceable are Two-way Homes Passed that can be connected to our network, or a partner network with which we have a service agreement, for the provision of broadband internet services if requested by the customer, building owner or housing association, as applicable. With respect to Austria GmbH, we do not report as Internet Homes Serviceable those homes served either over an unbundled loop or over a shared access network.

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(10)

Internet Subscriber is a home, residential multiple dwelling unit or commercial unit that receives internet services over our networks, or that we service through a partner network. Our Internet Subscribers in Austria include 70,200 residential digital subscriber line (DSL) subscribers of Austria GmbH that are not serviced over our networks. Our Internet Subscribers do not include customers that receive services from dial-up connections. In Germany, we offer a 128Kbps wholesale internet service to housing associations on a bulk basis. Our Internet Subscribers in Germany include 6,000 subscribers within such housing associations who have requested and received a modem that enables the receipt of this 128Kbps wholesale internet service.

(11)

Telephony Homes Serviceable are Two-way Homes Passed that can be connected to our network, or a partner network with which we have a service agreement, for the provision of telephony services if requested by the customer, building owner or housing association, as applicable. With respect to Austria GmbH, we do not report as Telephony Homes Serviceable those homes served over an unbundled loop rather than our network.

(12)	Telephony Subscriber is a home, residential multiple dwelling unit or commercial unit that receives voice services over our networks, or that we service through a partner network. Telephony Subscribers exclude mobile telephony subscribers. Our Telephony Subscribers in Austria include 52,700 residential subscribers of Austria GmbH that are not serviced over our networks.

(13)

Pursuant to service agreements, Switzerland and, to a much lesser extent, the Netherlands offer digital cable, broadband internet and telephony services over networks owned by third-party cable operators (partner networks). A partner network RGU is only recognized if there is a direct billing relationship with the customer. Homes Serviceable for partner networks represent the estimated number of homes that are technologically capable of receiving the applicable service within the geographic regions covered by the applicable service agreements. Internet and Telephony Homes Serviceable with respect to partner networks have been estimated by our Switzerland operations. These estimates may change in future periods as more accurate information becomes available. At December 31, 2011, Switzerland's partner networks account for 118,500 Customer Relationships, 203,500 RGUs, 80,200 Digital Cable Subscribers, 477,600 Internet and Telephony Homes Serviceable, 72,700 Internet Subscribers, and 50,600 Telephony Subscribers. In addition, partner networks account for 491,800 of Switzerland's digital cable homes serviceable that are not included in Homes Passed or Two-way Homes Passed in our December 31, 2011 subscriber table.

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Video. Our cable operations offer a full range of video services, including basic and premium programming and incremental product and service offerings, such as high definition (HD) channels, digital video recorder (DVR), HD DVR, an electronic programming guide and, in certain markets, video-on-demand (VoD) or near-video-on-demand (NVoD). In several of our markets, we also have enhanced pay-per-view programming and/or programming in 3D format on channels we distribute and through VoD. To receive our digital services, a subscriber must either purchase or rent a set-top box, and obtain a conditional access security card, or a smart card, from our operators. A smart card is not, however, required for basic digital services in the German federal state of Baden-Württemberg because we do not encrypt our basic digital services in that market. In some of our markets, a subscriber may use a "digicard" to access our digital services. A "digicard" is a small device that allows customers with a common interface plus (CI+) enabled television set, who subscribe to, or otherwise have access to, our digital video service, to view such services without a set-top box. A set-top box is not required to receive our analog services.

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Broadband Internet.We offer multiple tiers of broadband internet service in all of our broadband communications markets. Such service has download speeds ranging up to an ultra high-speed internet service of at least 100 Mbps. In 2011, our operations in Poland began offering a download speed of up to 150 Mbps. Our ultra high-speed internet service is based primarily on Euro DOCSIS 3.0 technology. In Switzerland, it is based on US DOCSIS 3.0 technology. We also offer value-added broadband services through certain of our operations for an incremental charge. These services include security and online storage solutions. As described under —Telephony below, we offer mobile broadband services in certain of our markets.

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Telephony. Multi-feature telephony services are available through voice-over-internet-protocol (VoIP) in all of our broadband communication markets. In Austria, Chile and Hungary, we also provide circuit-switched telephony services. We are also offering mobile services, both internet and voice, as a mobile virtual network operator (MVNO) over third-party networks in Belgium, Germany and Poland. Our telephony service may be selected on a stand-alone basis or in combination with one or more of our other services. Our telephony service includes a basic telephony product for line rental (which includes unlimited network calling in some countries, like Romania) and, in most of our markets, unlimited national off peak calling branded “Freetime,” unlimited national 24/7 calling branded “Anytime” and Minute Packs, including calls to mobile phones. Our price plans also include unlimited international calls within the EU, in most of our markets. We also offer value-added services, such as a second phone line, a personal call manager, unified messaging and caller ID, at an incremental cost.

•	recapturing bandwidth and optimizing our networks by increasing the number of nodes in our markets and using digital compression technologies;

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•	using wireless technologies to extend our services outside the home;

•	offering remote access to our video services through personal computers, tablets and smart phones; and

•	developing a multimedia home gateway based on an internet protocol-based digital television-platform, which we refer to as “Horizon,” that is capable of distributing video, voice and data content throughout the home and to multiple devices, such as tablets and smart phones and provides a seamless intuitive way to access live, time-shifted, on-demand and web-based content on the television.

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(1)	Percentage of total HP that are two-way HP.

(2)	Percentage of total HP to which digital video (including digital MMDS), broadband internet or fixed telephony services, as applicable, are made available.

(3)	Percentage of total HP served by a network with the indicated bandwidth. HP for Ireland excludes MMDS HP.

(4)	Percentage of total HP that subscribe to cable television services (Analog Cable or Digital Cable).

(5)	Percentage of cable television subscribers (Analog Cable and Digital Cable Subscribers) that are Digital Cable Subscribers.

(6)	Percentage of Digital Cable Subscribers with HD, DVR or HD DVR.

(7)	Percentage of Internet Homes Serviceable and Telephony Homes Serviceable that subscribe to broadband internet or fixed-telephony services, as applicable.

(8)	Percentage of total customers that subscribe to two services (double-play customers) or three services (triple-play customers) offered by our operations (video, broadband internet and fixed-line telephony).

(9)	Assuming the contractual right to serve the building exists in the case of multiple dwelling units.

(10)	Less than 1%.

(11)	Almost all of these homes passed are served by a network with a bandwidth of at least 600 MHz.

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(1)	Excludes the lifeline tier.

(2)	Excludes the channels that are also included in basic analog tier.

(3)	Percentage of total two-way HP to which broadband internet service with download speeds of 100 Mbps or greater is available.

(4)	Currently available in the German federal state of Baden-Württemberg.

(5)	Currently available in the German federal states of North Rhine-Westphalia and Hesse.

(6)	Depending on whether the subscriber is located in Baden-Württemberg, North Rhine-Westphalia or Hesse.

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Germany. The UPC Broadband Division's operations in Germany are operated by Unitymedia and, since December 15, 2011, by KBW (collectively, UPC Germany). UPC Germany's operations are located in the German federal states of Baden-Württemberg, North Rhine-Westphalia and Hesse and includes the major cities of Cologne, Dortmund, Dusseldorf, Essen, Frankfurt, Heidelberg, Karlsruhe, Mannheim and Stuttgart. UPC Germany offers video, internet and fixed telephony services throughout most of its footprint. UPC Germany offers mobile service as a MVNO through arrangements with Telefónica Germany GmbH & Co. OHG (Telefónica Germany). This mobile service is comprised of voice and data. UPC Germany introduced a digicard for its video cable customers in 2011. The digicard is available to customers for an incremental monthly charge and allows the customer to view their digital video service without the need of a set-top box. Through an agreement with Sky Deutschland AG (Sky Deutschland), KBW offers its subscribers in Baden-Württemberg channels from Sky Deutschland and, in addition, a bundle of its internet and telephony services with premium channels from Sky Deutschland. Through another agreement with Sky Deutschland, Unitymedia subscribers in North Rhine-Westphalia and Hesse may receive Sky Deutschland channels using their Unitymedia smart cards. Transactional NVoD services are available to subscribers to UPC Germany's digital video service with a set top box or digicard in the German federal states of North Rhine-Westphalia and Hesse and VoD is available to subscribers to its digital video service in the German federal state of Baden-Württemberg. UPC Germany's VoD service, including catch-up television, has approximately 1,500 movies, including movies from several Hollywood studios and HD programming.

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•	The Netherlands. The UPC Broadband Division's operations in the Netherlands (UPC Netherlands) are located in six broad regional clusters, including the major cities of Amsterdam and Rotterdam. UPC Netherlands offers video, internet and fixed telephony throughout its footprint.

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Switzerland. The UPC Broadband Division's operations in Switzerland and a small portion of Austria (UPC Cablecom) are located in 24 of the 26 member states (Cantons) of Switzerland, including major cities such as Bern, Zürich, Lausanne and Geneva, and in the region of Vorarlberg, Austria. UPC Cablecom's basic video service (digital or analog) is available in any one of three languages (French, German or Italian). In addition to its video, broadband internet and telephony services, UPC Cablecom has entered into a partnership with a mobile communications provider, which will allow it to offer mobile service as a full MVNO and market quadruple-play packages.

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Other Western Europe. The UPC Broadband Division also operates cable and DSL networks in Austria (excluding the Austrian portion of UPC Cablecom's network) (UPC Austria) and cable and MMDS networks in Ireland (UPC Ireland). The DSL services are provided over an unbundled loop or, in certain cases, over a shared access network. UPC Austria's DSL operations are available in the majority of Austria, wherever the incumbent telecommunications operator has implemented DSL technology.

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Central and Eastern Europe. The UPC Broadband Division also operates cable networks in the Czech Republic (UPC Czech), Hungary (UPC Hungary), Poland (UPC Poland) and Romania (UPC Romania), and Slovakia (UPC Slovakia). VoD service, including catch-up television, is available to our subscribers in Hungary and in major metropolitan areas in Poland. The UPC Broadband Division also has DTH operations in certain of these countries, which it provides through UPC DTH.

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Telenet (Belgium). Liberty Global Europe's operations in Belgium are conducted by Telenet. We own 50.2% of Telenet's outstanding ordinary shares. Telenet offers video, broadband internet and fixed and mobile telephony services (quadruple play) in Belgium, primarily to residential customers in the Flanders region and approximately one-third of the city of Brussels. In addition, pursuant to an agreement executed on June 28, 2008 (the PICs Agreement), with four associations of municipalities in Belgium (the pure intercommunales or PICs), Telenet leases the PICs broadband communications network and, accordingly, makes its services available to all of the homes passed by the cable network owned by the PICs.

•	Chile. Our broadband distribution business in Chile is conducted primarily through UPC Holding's 80%-owned subsidiary VTR. In addition, VTR Wireless S.A. (VTR Wireless), an 80%-owned subsidiary of Liberty Global Europe, is constructing a wireless network in Chile. We have two shareholders' agreements with Comm Corp S.A., our partner in VTR and VTR Wireless, respectively.

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•	Chello Programming.

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Chello On Demand (Transactional Television). Chello On Demand aggregates and delivers entertainment content into VoD offers (transactional and subscription based) for the UPC Broadband Division and other broadband operators. This service offers movies, international comedy and drama, documentaries, children's entertainment and local content on the subscriber's request. Chello On Demand offers VoD services in Austria, Hungary, the Netherlands, Poland and Switzerland.

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Investments. Chellomedia, through its Liberty Global Ventures division, is an investor in various ventures for the development of country-specific Pan European programming, including a 20% interest in Disney XD Poland, a 50% interest in Weer & Verkeer (Weather & Traffic Channel), an indirect 40% interest in Open Broadcast Network d.d., a television broadcaster in Bosnia and Herzegovina, and a 25% interest in Shorts HD and Shorts TV channels. Chellomedia also owns non-controlling interests in Canal+ Cyfrowy Sp zoo, a DTH platform in Poland, in Wananchi Group (Holdings), an East Africa provider of video, broadband internet and telephony services, and in O3B Networks Limited, a development stage company that plans to operate a satellite-based data backhaul business across the developing world (predominately Africa), and in various entities developing technology relevant to our operations.

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Germany. We are the second largest cable television provider in Germany and the largest cable television provider in the federal states of Baden-Württemberg, North Rhine-Westphalia and Hesse based on the number of video cable subscribers. UPC Germany's video cable services are available to approximately 33% of the television households in Germany and it serves 18% of the total television market. UPC Germany's primary competition is from FTA television received via satellite.  UPC Germany also competes with the IPTV services over DSL of the incumbent telecommunications operator, Deutsche Telekom. Deutsche Telekom has approximately 1.4 million video subscribers in Germany, or 4% of the total television market, for its IPTV services and has announced plans to target a total of 5 million customers with its IPTV services by 2015. In August 2011, Deutsche Telekom expanded its program offerings, bundling its DSL offerings with DTH services, including a HD DVR, in areas where the broadband speeds are not sufficient to deliver television signals over DSL. In addition, Vodafone launched its IPTV service in February 2011, bundling it aggressively with its broadband offerings. Deutsche Telekom, Net Cologne GmbH and Professional Operators compete with UPC Germany for housing association contracts. Professional Operators typically procure the broadcast signals they distribute from UPC Germany or from DTH providers. Certain Professional Operators may also use such opportunities to build their own distribution networks or to install their own head-ends for receiving satellite signals.

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The Netherlands. We are the second largest cable television provider in the Netherlands based on the number of video cable subscribers. UPC Netherland's video cable services are available to approximately 38% of the television households in the Netherlands and it serves 25% of the total television market. Competition from the DTT and DSL-TV services offered by the incumbent telecommunications provider, Royal KPN NV (KPN), is strong with KPN providing subscription video services to 18% of the total television households. KPN is the majority owner of the Netherlands DTT service, Digitenne. It also offers a DSL-TV service that includes VoD, an electronic program guide and DVR functionality. In addition, the FTTx networks of Reggefiber TTH Company Ltd. (a subsidiary of KPN) are a competitive factor in a number of cities. Future expansion of these networks is expected within our service area as Reggefiber TTH Company Ltd has announced plans to reach 20% of the households in the Netherlands by year-end 2013. With its ability to offer bundled triple-play and quadruple-play services, KPN is a significant competitor. KPN targets our price sensitive customers with attractive offers for its IPTV services and its triple-play and quadruple-play bundles.

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Switzerland. We are the largest cable television provider in Switzerland based on the number of video cable subscribers and the sole provider in substantially all of our network area. UPC Cablecom's video cable services are available to approximately 65% of the television households in Switzerland and it serves 47% of the total television market. Due to a small program offering, competition from terrestrial television in Switzerland is limited, although DTT is now available in most parts of Switzerland. DTH satellite services are also limited due to various legal restrictions such as construction and zoning regulations or rental agreements that prohibit or impede installation of satellite dishes. Our main competitor is Swisscom, the incumbent telecommunications operator, which provides IPTV services over DSL or FTTx networks to approximately 17% of all television households in Switzerland. Swisscom offers VoD services as well as DVR functionality and HD channels and has exclusive rights to distribute certain programming. Based on internal estimates, the Swisscom FTTx network reached 341,000 households in our network area at year-end 2011. With respect to subscribers on partner networks, UPC Cablecom competes with other service providers for the contracts to serve these subscribers. To effectively compete, UPC Cablecom offers DVR functionality, VoD (including catch-up television) and several HD channels. UPC Cablecom also has a broad range of program options and continues to market promotional packages for its bundled services. The digicard is also an important marketing product.

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Other Western Europe. In Austria, we are the largest cable television provider based on the number of video cable subscribers. UPC Austria's video cable service is available to approximately 33% of the television households in Austria and it serves 14% of the total television market. UPC Austria's primary competition is from FTA television received via satellite. Approximately 48% of the Austrian television households receive only FTA television. Competition from the DSL-TV services provided by the incumbent telecommunications operator, Telekom Austria AG (Telekom Austria), and from DTH satellite services offered by Sky Deutschland also continue to increase. Telekom Austria offers its DSL-TV service, which includes advanced features, such as VoD, at a heavy discount to the video cable subscription price within the market. It also offers competitively priced bundles. In addition, Telekom Austria has launched a FTTx network in parts of our footprint. To stay competitive, UPC Austria offers HD DVR functionality and VoD service and has enhanced its program offerings with programs from Sky Deutschland. UPC Austria includes these services in its bundles, which it markets at competitive prices. Many bundles are offered at a discount when subscribers select the services for twelve or more months.

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Central and Eastern Europe. We are the largest cable television provider in Poland based on the number of video cable subscribers. UPC Poland's video cable services are available to approximately 18% of the television households in Poland and it serves 9% of the total television market. In providing video services, UPC Poland competes primarily with DTH service providers, including the largest DTH provider, Cyfrowy Polsat SA. Cyfrowy Polsat SA serves 24% of the television households in Poland. It also offers a mobile broadband service. With their announced merger, another significant DTH service provider will be the combined companies of Canal+ Cyfrowy Sp z o.o and TVN Group, followed by the DTH service provider Orange Poland, an indirect subsidiary of France Telecom S.A. Orange Poland also offers IPTV and a mobile broadband service. In addition, UPC Poland competes with other cable operators with triple-play services, who have overbuilt portions of UPC Poland's operations and are aggressively promoting triple-play bundles. To stay competitive, UPC Poland offers HD DVR, VoD services and the ability to record programs remotely via the internet. It also uses its broadband internet download speeds to market its bundled services. In addition, in certain markets, it offers mobile service for a quadruple-play. Promotional discounts are available, including discounts to bundled prices for subscribers who select bundled services for a period of at least 24 months.

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Belgium. Telenet is the sole provider of video cable services in its network area. Its video cable service is available to approximately 62% of the television households in Belgium and it serves approximately 48% of the total television market. It is the largest subscription television provider in Belgium based on the number of pay video subscribers. Telenet's principal competitor is Belgacom NV/SA (Belgacom), the incumbent telecommunications operator, which has interactive digital television, VoD and HD service as part of its video offer. Belgacom also offers double-play, triple-play and quadruple-play packages, with a television offered for free when a customer subscribes to bundled services. It also includes certain sports programming (primarily football (soccer) related) at no additional charge. Approximately 21% of total television households in Belgium subscribe to Belgacom's IPTV services over its DSL and DSL-TV networks. Telenet also faces competition from M7 Group SA, branded TV Vlaanderen Digitaal, which is the largest DTH service provider in Telenet's network area. Also, Mobistar SA offers a quadruple-play bundle of video, broadband internet and fixed and mobile telephony. We believe that Telenet's multimedia platform Yelo, together with its extensive cable network, the broad acceptance of its basic cable television services and its extensive additional features, such as HD and DVR functionality and VoD offerings, allow Telenet to compete effectively. In addition, Telenet offers competitively priced quadruple-play bundles, which include its mobile service.Telenet is also expanding its programming and continues to market a variety of bundle options to meet the needs of its customers.

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Licensing and Exclusivity. The Regulatory Framework requires Member States to abolish exclusivities on communication networks and services in their territory and allow operators into their markets based on a simple registration. The Regulatory Framework sets forth an exhaustive list of conditions that may be imposed on communication networks and services. Possible obligations include, among other things, financial charges for universal service or for the costs of regulation, environmental requirements, data privacy and other consumer protection rules, “must carry” obligations, provision of customer information to law enforcement agencies and access obligations.

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Significant Market Power. Certain of the obligations allowed by the Regulatory Framework apply only to operators or service providers with “Significant Market Power” in a relevant market. For example, the provisions of the Access Directive allow EU Member States to mandate certain access obligations only for those operators and service providers that are deemed to have Significant Market Power. For purposes of the Regulatory Framework, an operator or service provider will be deemed to have Significant Market Power where, either individually or jointly with others, it enjoys a position of significant economic strength affording it the power to behave to an appreciable extent independently of competitors, customers and consumers.

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Video Services. The regulation of distribution, but not the content, of television services to the public is harmonized by the Regulatory Framework. Member States are allowed to impose reasonable must carry obligations for the transmission of specified radio and television broadcast channels on certain operators under their jurisdiction. Such obligations should be based on clearly defined general interest objectives, be proportionate and transparent and be subject to periodic review. We are subject to some degree of “must carry” regulation in all European markets in which we operate. In some cases, these obligations go beyond what we believe is allowable under the Regulatory Framework. To date, however, the EU Commission has taken very limited steps to enforce EU law in this area, leaving intact “must carry” obligations that are

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Net Neutrality/Traffic Management. Other current regulatory debates at the EU and national level include net neutrality/traffic management, as well as responsibilities for ISPs on illegal content or activities on the internet. With respect to net neutrality/traffic management, the EU Commission confirmed in April 2011 that no additional EU regulation is needed to preserve net neutrality. The EU Commission made this decision after concluding that the existing provisions of the Regulatory Framework on consumer transparency and the ability of regulators to impose a minimum quality of service on an operator should be given time to be tested by Member States. In December 2011, BEREC, the joint body of European telecommunications regulators, published non-binding guidelines on net neutrality and transparency. BEREC believes that transparency and the ability for end-users to easily switch providers is vital and recommends that operators should provide clear end-user information about service limitations and actual speeds. This decision, however, is still subject to ongoing political debate, and European or national regulation in this area cannot be excluded.

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The digital FTA television channels (as opposed to channels marketed in premium subscription packages) distributed on the networks of Unitymedia and KBW will be distributed in unencrypted form commencing January 1, 2013. This commitment is consistent with KBW's current practice and generally covers FTA television channels in SD and HD. If, however, FTA television broadcasters request their HD content to be distributed in an encrypted HD package, the encryption of FTA HD channels is still possible. In addition, we made a commitment that, through December 15, 2015,

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•	Effective January 1, 2012, Unitymedia and KBW waived their exclusivity rights in access agreements with housing associations, with respect to the usage of infrastructures other than the in-building distribution networks of Unitymedia and KBW to provide television, internet or telephony services within the building.

•	Effective January 1, 2012, upon expiration of the minimum term of an access agreement with a housing association, Unitymedia or KBW, as applicable, will transfer the ownership rights to the in-building distribution network to the building owner or other party granting access. In addition, Unitymedia and KBW have waived their right to remove their in-building distribution networks.

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A special early termination right will be granted with respect to certain of Unitymedia's and KBW's existing access agreements with the largest housing associations that cover more than 800 dwelling units and have a remaining term of more than three years. The total number of dwelling units covered by the affected agreements is approximately 340,000, of which approximately 230,000 and 110,000 are located in the footprints of Unitymedia and KBW, respectively. The special termination right may be exercised on or before September 30 of each calendar year up to the expiration of the current contract term, with termination effective as of January 1 or July 1 of the following year. If the special termination right is exercised, compensation will be paid to partially reimburse Unitymedia or KBW, as applicable, for their unamortized investments in modernizing the in-building network based on an agreed formula.

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MVNO Litigation. On December 23, 2011, the Supreme Court overruled a decision of the Antitrust Court and found that three mobile phone operators (Movistar, Entel and Claro) were infringing an antitrust law, by refusing to deal with third parties interested in providing mobile services as MVNOs. The Supreme Court declared that the licensed frequency allocation of the spectrum was an essential supply to provide mobile services. Therefore, the mobile companies, by refusing to allow third parties the use of the frequency and other assets of their network, were effectively excluding potential competitors. Apart from imposing a fine, it ordered the operators to make a public and reasonable offering of their facilities to third parties interested in providing mobile services as a MVNO. Even though this obligation should only affect the companies that were sanctioned in the decision, it is possible that the decision may be extended to new participants, including VTR.

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LTE Bidding. In December 2011, the Ministry announced a bidding process to award three licenses for high capacity mobile data services in the 2.5 GHz spectrum, that will grant portions of spectrum rights from a total of 120 MHz. Pursuant to the bidding conditions, the successful bidder will be required to offer wholesale services and service some isolated locations. Interested parties must submit their proposals on April 19, 2012.

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Rate Adjustments. With respect to VTR's ability to increase the price of its different telecommunication services to its subscribers, the General Consumer Protection Laws contain provisions that may be interpreted by the National Consumer's Service (Sernac) to require that any increase in rates - over the inflation rate - to existing subscribers must be previously accepted and agreed to by those subscribers, impairing VTR's capacity to rationalize its pricing policy over current customers. VTR disagrees with this interpretation and is evaluating its options for adjusting or increasing its subscriber rates in compliance with applicable laws.

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Channel Lineup. With respect to VTR's ability to modify its channel lineup without the previous consent of the subscribers, Sernac expressed that such action may be against certain provisions of the applicable Consumer Protection Law, including those provisions prohibiting misleading advertisement, unilateral modification of the clients' contracts and abusive clauses. Sernac filed several lawsuits against VTR. In June 2008, the Court of Appeals of Santiago ruled against VTR in one of these lawsuits. The Supreme Court rejected an appeal of this decision. Based on nine favorable rulings recently obtained by VTR, granting the company the right to modify its channel lineup, VTR disagrees with Sernac's interpretation. To prevent future conflicts with Sernac, VTR is negotiating with Sernac to establish common acceptable criteria to enable modifications of VTR's channel lineup. In December 2011, VTR proposed new wording for its customer agreements that would establish a framework for future modifications. We are currently unable to predict the outcome of this matter.

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On-Off Net Traffic/Bundling. The Antitrust Court launched a consultation to determine whether or not to impose restrictions on calling price differentiation (On Net/Off Net) and bundling (including resale and regulatory accounting). The Antitrust Court decision could involve significant changes in fixed and mobile pricing strategies, affecting VTR's ability to offer discounts for service bundles or imposing resale obligations on cable television, broadband and/or telephony. The Antitrust Court's decision is expected in first quarter of 2012.

•	Telecommunication Services Proposal. In November 2011, the Subtel published a proposal for a General Telecommunication Services Ruling. The purpose of this proposal is to regulate the offer of telecommunication services (voice, internet access, and pay television, either alone or in bundles) from a consumer protection point of view. If enacted,

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•	risks that relate to the competition we face and the technology used in our businesses;

•	risks that relate to our operating in overseas markets and being subject to foreign regulation;

•	risks that relate to certain financial matters; and

•	other risks, including risks that relate to our capitalization and the obstacles faced by anyone who may seek to acquire us.

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•	fluctuations in foreign currency exchange rates;

•	difficulties in staffing and managing international operations;

•	potentially adverse tax consequences;

•	export and import restrictions, custom duties, tariffs and other trade barriers;

•	increases in taxes and governmental fees;

•	economic and political instability; and

•	changes in foreign and domestic laws and policies that govern operations of foreign-based companies.

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•	impair our ability to use our bandwidth in ways that would generate maximum revenue and operating cash flow;

•	create a shortage of capacity on our network, which could limit the types and variety of services we seek to provide our customers;

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•	strengthen our competitors by granting them access and lowering their costs to enter into our markets; and

•	have a significant adverse impact on our profitability.

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•	incur or guarantee additional indebtedness;

•	pay dividends or make other upstream distributions;

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•	make investments;

•	transfer, sell or dispose of certain assets, including subsidiary stock;

•	merge or consolidate with other entities;

•	engage in transactions with us or other affiliates; or

•	create liens on their assets.

•	fund capital expenditures or acquisitions that could improve their value;

•	meet their loan and capital commitments to their business affiliates;

•	invest in companies in which they would otherwise invest;

•	fund any operating losses or future development of their business affiliates;

•	obtain lower borrowing costs that are available from secured lenders or engage in advantageous transactions that monetize their assets; or

•	conduct other necessary or prudent corporate activities.

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•	authorizing a capital structure with multiple series of common stock: a Series B that entitles the holders to 10 votes per share; a Series A that entitles the holders to one vote per share; and a Series C that, except as otherwise required by applicable law, entitles the holder to no voting rights;

•	authorizing the issuance of “blank check” preferred stock, which could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt;

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•	classifying our board of directors with staggered three-year terms, which may lengthen the time required to gain control of our board of directors;

•	limiting who may call special meetings of stockholders;

•	prohibiting stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of the stockholders;

•	establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings;

•	requiring stockholder approval by holders of at least 80% of the voting power of our outstanding common stock or the approval by at least 75% of our board of directors with respect to certain extraordinary matters, such as a merger or consolidation of our company, a sale of all or substantially all of our assets, or an amendment to our restated certificate of incorporation or bylaws; and

•	the existence of authorized and unissued stock, which would allow our board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of our company.

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Item 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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(a)	Average price paid per share includes direct acquisition costs where applicable.

(b)	As of December 31, 2011, the remaining amount authorized for stock repurchases was $1,011.1 million. This amount reflects the authorization on December 15, 2011 of a new $1.0 billion equity repurchase program. For additional information, see note 11 to our consolidated financial statements.

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(a)

We acquired KBW on December 15, 2011, Aster on September 16, 2011 and Unitymedia on January 28, 2010. We sold the J:COM Disposal Group on February 18, 2010 and we expect to complete the disposition of Austar subsequent to December 31, 2011. Accordingly, our summary balance sheet data as of December 31, 2011 presents Austar as a discontinued operation and our summary statement of operations data presents the J:COM Disposal Group, Austar and a less significant entity as discontinued operations during the applicable periods. We also completed a number of less significant acquisitions during the years presented. For information regarding our acquisitions and dispositions during the past three years, see notes 3 and 4 to our consolidated financial statements.

(b)	Includes earnings from continuing operations attributable to noncontrolling interests of $38.6 million, $86.4 million, $174.9 million, $18.1 million and $63.4 million, respectively.

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Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

•	Overview. This section provides a general description of our business and recent events.

•	Results of Operations. This section provides an analysis of our results of operations for the years ended December 31, 2011, 2010 and 2009.

•	Liquidity and Capital Resources. This section provides an analysis of our corporate and subsidiary liquidity, consolidated cash flow statements and contractual commitments.

•	Critical Accounting Policies, Judgments and Estimates. This section discusses those material accounting policies that contain uncertainties and require significant judgment in their application.

•	Quantitative and Qualitative Disclosures about Market Risk. This section provides discussion and analysis of the foreign currency, interest rate and other market risk that our company faces.

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(i)	organic declines in (a) subscription revenue in Austria, Romania and the Czech Republic and (b) overall revenue in Austria, the Czech Republic and Hungary during the fourth quarter of 2011, as compared to the fourth quarter of 2010;

(ii)	organic declines in subscription revenue from (a) video services in the Czech Republic, Ireland and Romania and (b) telephony services in Austria during the fourth quarter of 2011, as compared to the fourth quarter of 2010;

(iii)	organic declines in subscription revenue from (a) video services in Poland and, to a lesser extent, the Czech Republic, and (b) broadband internet services in Poland during the fourth quarter of 2011, as compared to the third quarter of 2011;

(iv)	organic declines in (a) video RGUs in the majority of our markets during the fourth quarter of 2011, as net declines in our analog cable RGUs exceeded net additions to our digital cable RGUs (including migrations from analog cable) in these markets and (b) total RGUs in Switzerland during the fourth quarter of 2011;

(v)	organic declines in ARPU from broadband internet and telephony services in most of our broadband communications markets during the fourth quarter of 2011, as compared to the fourth quarter of 2010; and

(vi)	organic declines in overall ARPU in Ireland, Austria, the Czech Republic, Hungary and Romania during the fourth quarter of 2011, as compared to the fourth quarter of 2010.

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(a)

Germany's subscription revenue includes revenue from multi-year bulk agreements with landlords or housing associations or with third parties that operate and administer the in-building networks on behalf of housing associations. These bulk agreements, which generally allow for the procurement of the basic analog signals from Unitymedia and KBW at volume-based discounts, provide access to nearly two-thirds of Germany's analog cable subscribers. During 2011, Germany's 20 largest bulk agreement accounts generated approximately 6% of the combined annual revenue of Unitymedia and KBW (including estimated amounts billed directly to the building occupants for premium cable, broadband internet and telephony

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(b)

Germany's non-subscription revenue includes fees received for the carriage of certain channels included in Germany's analog and digital cable offerings. These fees, which represented approximately 7% of the combined annual revenue of Unitymedia and KBW during 2011, are subject to contracts that expire or are otherwise terminable by either party at various dates ranging from 2012 through 2014. No assurance can be given that these contracts will be renewed or extended on financially equivalent terms, or at all. In addition, in connection with the KBW Acquisition, we made a commitment to regulators that, through December 15, 2015, the annual carriage fees received by Unitymedia and KBW for each free-to-air television channel distributed in digital or simulcast in digital and analog would not exceed a specified annual amount, determined by applying the respective current rate card systems of Unitymedia and KBW as of January 1, 2012.

(c)

The increase in Germany's subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers of broadband internet, telephony and digital cable RGUs that were only partially offset by a decline in the average number of analog cable RGUs. The decline in Germany's average number of analog cable RGUs led to a decline in the average number of total video RGUs in Germany during 2011, as compared to 2010.

(d)

The increase in Germany's subscription revenue related to a change in ARPU is due to an improvement in RGU mix, attributable to higher proportions of telephony, digital cable and broadband internet RGUs, that was only partially offset by a net decrease resulting primarily from the following factors: (i) lower ARPU due to the impact of free bundled services provided to new subscribers during promotional periods, (ii) lower ARPU due to a higher proportion of customers receiving discounted analog cable services through bulk agreements and (iii) lower ARPU due to a decrease in telephony call volume for customers on usage-based calling plans. In connection with the KBW Acquisition, we made certain commitments to regulators, including a commitment to distribute digital free-to-air television channels in unencrypted form commencing January 1, 2013. We do not expect this commitment, which is consistent with KBW's current practice, to have a material impact on our future prospects for growth in Germany's video revenue.

(e)	The increase in Germany's non-subscription revenue is primarily attributable to increases in (i) installation revenue, primarily due to a higher number of RGU additions, (ii) interconnect revenue, primarily due to growth in Germany's telephony services and (iii) channel carriage fees.

(a)	The increase in the Netherlands' subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers of digital cable, telephony and broadband internet RGUs that were only partially offset by a decline in the average number of analog cable RGUs. The decline in the Netherlands' average number of analog cable

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(b)

The increase in the Netherlands' subscription revenue related to a change in ARPU is due to an improvement in RGU mix, attributable to higher proportions of digital cable, broadband internet and telephony RGUs, that was only partially offset by a net decrease resulting primarily from the following factors: (i) lower ARPU due to a decrease in telephony call volume, including the impact of customers moving from usage-based to fixed-rate calling plans, (ii) lower ARPU due to an increase in the proportion of customers selecting lower-priced tiers of broadband internet services and (iii) higher ARPU due to January 2011 price increases for certain video, broadband internet and telephony services.

(c)	The increase in the Netherlands' non-subscription revenue is attributable to the net impact of (i) an increase in B2B revenue, due primarily to growth in B2B telephony and broadband internet services, and (ii) a net decrease resulting from individually insignificant changes in other non-subscription revenue categories.

(a)

The increase in Switzerland's subscription revenue related to a change in Switzerland's average number of RGUs is attributable to increases in the average numbers of digital cable, broadband internet and telephony RGUs that were only partially offset by a decrease in the average number of analog cable RGUs. The decline in the average numbers of Switzerland's analog cable RGUs led to a decline in the average number of total video RGUs in Switzerland during 2011, as compared to 2010.

(b)

The increase in Switzerland's subscription revenue related to a change in ARPU is due to an improvement in RGU mix, attributable to higher proportions of digital cable, broadband internet and telephony RGUs, that was only partially offset by a net decrease resulting primarily from the following factors: (i) lower ARPU due to a decrease in telephony call volume for customers on usage-based calling plans, (ii) lower ARPU from broadband internet services, (iii) higher ARPU due to price increases implemented in January 2011 and the second half of 2010 for certain analog and digital cable services and (iv) higher ARPU from digital cable services.

(c)

The increase in Switzerland's non-subscription revenue is primarily attributable to the net impact of (i) an increase in installation revenue, (ii) a decline in B2B revenue and (iii) higher revenue from the sale of customer premises equipment. The higher revenue from customer premises equipment sales is due largely to the second quarter 2010 introduction of “digicards,” which enable customers with “common interface plus” enabled televisions who subscribe to, or otherwise have purchased access to, our digital cable service, to view our digital cable service without a set-top box. The decline in B2B revenue is due primarily to lower revenue of $8.0 million or 34.9% from construction and equipment sales that was only partially offset by modest growth in B2B telephony and broadband internet services.

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(a)

The increase in Other Western Europe's subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers of telephony, broadband internet and digital cable RGUs in each of Ireland and Austria that were only partially offset by decreases in the average numbers of analog cable RGUs in each of Ireland and Austria and, to a lesser extent, MMDS video RGUs in Ireland. The declines in the average numbers of analog cable and MMDS video RGUs led to declines in the average numbers of total video RGUs in both Ireland and Austria during 2011, as compared to 2010.

(b)

The decrease in Other Western Europe's subscription revenue related to a change in ARPU is primarily attributable to a decrease in ARPU in Austria, as ARPU in Ireland declined only slightly during 2011, as compared to 2010. The decrease in Austria's overall ARPU is primarily due to the net effect of (i) lower ARPU due to a higher proportion of customers selecting lower-priced tiers of broadband internet services, (ii) lower ARPU due to a decrease in telephony call volume for customers on usage-based calling plans and a higher proportion of customers selecting such usage-based calling plans and (iii) higher ARPU due to the third quarter 2011 implementation of an additional charge for broadband internet services. Ireland's overall ARPU declined slightly during 2011, as compared to 2010, primarily due to the net impact of the following factors: (i) higher ARPU due to January 2011 price increases for certain digital and broadband internet services and (ii) lower ARPU due to a decrease in telephony call volume for customers on usage-based calling plans and a higher proportion of customers selecting such usage-based calling plans. In addition, Other Western Europe's overall ARPU was slightly impacted by adverse changes in RGU mix in both Austria and Ireland.

(c)

The decrease in Other Western Europe's non-subscription revenue is due primarily to (i) a decrease in B2B revenue and (ii) a net decrease resulting from individually insignificant changes in other non-subscription revenue categories. The decrease in B2B revenue is primarily attributable to the net effect of (i) growth in Ireland's B2B broadband internet services, (ii) a decrease in Austria's B2B broadband internet and telephony services and (iii) a decrease resulting from the impact of a first quarter 2010 favorable settlement with the incumbent telecommunications operator in Austria.

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(a)

The increase in Central and Eastern Europe's subscription revenue related to a change in the average number of RGUs is primarily attributable to increases in the average numbers of digital cable (mostly in Poland, Hungary and Romania), broadband internet (mostly in Poland, Hungary and the Czech Republic) and telephony RGUs (mainly in Poland and Hungary) that were only partially offset by declines in the average numbers of analog cable and, to a much lesser extent, MMDS video RGUs. The declines in the average numbers of analog cable RGUs led to declines in the average numbers of total video RGUs in each country within our Central and Eastern Europe segment during 2011, as compared to 2010.

(b)

The decrease in Central and Eastern Europe's subscription revenue related to a change in ARPU is primarily due to the following factors: (i) lower ARPU due to increases in the proportions of video, broadband internet and telephony subscribers selecting lower-priced tiers of services and (ii) lower ARPU due to a decrease in telephony call volume for customers on usage-based calling plans. The impacts of these negative factors were partially offset by an improvement in Central and Eastern Europe's RGU mix, primarily attributable to higher proportions of digital cable and broadband internet RGUs.

(c)	The increase in Central and Eastern Europe's non-subscription revenue is primarily attributable to an increase in B2B revenue, largely driven by growth in B2B broadband internet and telephony services in the Czech Republic and Poland.

(a)

The organic increase in Telenet's subscription and non-subscription revenue is net of decreases of $7.6 million and $3.7 million, respectively, that resulted from a change from gross to net presentation of revenue and expenses related to certain premium text messaging and calling services due to a legislative action that became effective in January 2011.  As a result of this legislative action, Telenet now acts as an agent, as opposed to a principal, in these transactions.

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(b)

The increase in Telenet's subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers of digital cable, broadband internet and telephony RGUs that were only partially offset by a decline in the average number of analog cable RGUs. The decline in the average number of analog cable RGUs led to a decline in the average number of total video RGUs during 2011, as compared to 2010.

(c)

The increase in Telenet's subscription revenue related to a change in ARPU is due to an improvement in RGU mix, attributable to higher proportions of digital cable, broadband internet and telephony RGUs, that was only partially offset by a net decrease resulting primarily from the following factors: (i) higher ARPU due to February 2010 price increases for certain analog and digital cable services and an August 2011 price increase for certain broadband internet services, (ii) lower ARPU due to an increase in the proportions of customers selecting lower-priced tiers of broadband internet services, (iii) lower ARPU due to a decrease in telephony call volume for customers on usage-based plans and (iv) higher ARPU from digital cable services.

(d)

The increase in Telenet's non-subscription revenue is due primarily to (i) an increase in mobile telephony revenue of $22.5 million, (ii) an increase in interconnect revenue, as higher interconnect revenue associated with growth in mobile and fixed telephony services more than offset lower revenue associated with a decline in mobile termination rates, and (iii) an increase in revenue from B2B services. These increases were partially offset by a decrease in installation revenue, primarily attributable to a lower number of RGU additions and increased promotional discounts.

(a)	The increase in the VTR Group's subscription revenue related to a change in the average number of RGUs is primarily due to increases in the average numbers of digital cable, broadband internet and telephony RGUs that were only partially offset by a decline in the average number of analog cable RGUs.

(b)

The increase in the VTR Group's subscription revenue related to a change in ARPU is due to (i) an improvement in RGU mix, primarily attributable to a higher proportion of digital cable RGUs, and (ii) a net increase resulting primarily from the following factors: (a) higher ARPU due to inflation and other price adjustments, (b) lower ARPU from broadband internet services, (c) higher ARPU resulting from the estimated $4.3 million of revenue that was lost during the first quarter of 2010 as a result of an earthquake and tsunami in Chile and (d) higher ARPU from digital cable services.

(c)	The increase in the VTR Group's non-subscription revenue is primarily attributable to higher advertising revenue that was only partially offset by lower interconnect and installation revenue.

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(b)

The increase in subscription revenue in the Netherlands’ related to a change in ARPU is primarily attributable to the positive impacts of (i) an improvement in the Netherlands’ RGU mix, attributable to higher proportions of digital cable, broadband internet and telephony RGUs, (ii) January 2010 price increases for certain video, broadband internet and telephony services and (iii) higher ARPU from digital cable services. These positive factors were only partially offset by the negative impacts

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(c)	The increase in the Netherlands’ non-subscription revenue is largely attributable to increases in (i) B2B revenue, due primarily to growth in business broadband internet and telephony services, (ii) installation revenue and (iii) interconnect revenue.

(b)

The slight decrease in Switzerland’s subscription revenue related to a change in ARPU is due primarily to the net impact of (i) an improvement in Switzerland's RGU mix, attributable to higher proportions of digital cable and, to a lesser extent, broadband internet and telephony RGUs, (ii) price increases implemented during the second half of 2010 for certain video services, (iii) higher ARPU from digital cable services, (iv) lower telephony call volume for customers on usage-based calling plans and (v) an increase in the proportion of broadband internet subscribers selecting lower-priced tiers of service.

(c)

The increase in Switzerland’s non-subscription revenue is primarily attributable to the net impact of (i) an increase in installation revenue, (ii) higher revenue from the sale of customer premises equipment, due largely to the second quarter 2010 introduction of digicards, and (iii) a decline in B2B revenue. The decline in B2B revenue is due primarily to lower construction and equipment sales revenue that was only partially offset by modest growth in business broadband internet and telephony services.

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(a)

The increase in Other Western Europe's subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers of digital cable, telephony and broadband internet RGUs that were only partially offset by decreases in the average numbers of analog cable and, to a lesser extent, MMDS RGUs. The negative impact of lower average numbers of analog cable and MMDS RGUs led to a decline in the average number of total video RGUs in Other Western Europe during 2010, as compared to 2009.

(b)

The decrease in Other Western Europe's subscription revenue related to a change in ARPU is primarily attributable to the negative impacts of (i) slightly lower ARPU from digital cable services, (ii) a higher proportion of subscribers selecting lower-priced tiers of analog cable services, (iii) lower telephony call volume for customers on usage-based calling plans and, in Austria, a higher proportion of customers selecting such usage-based calling plans and (iv) a higher proportion of customers selecting lower-priced tiers of broadband internet services. These negative factors were partially offset by the positive impacts of (i) an improvement in RGU mix, attributable to higher proportions of digital cable and broadband internet RGUs, and (ii) rate increases for certain video, broadband internet and telephony services.

(c)	The increase in Other Western Europe’s non-subscription revenue is due primarily to an increase in B2B revenue, including the positive impact of a first quarter 2010 settlement with the incumbent telecommunications operator in Austria.

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(b)

The decrease in Central and Eastern Europe's subscription revenue related to a change in ARPU is primarily attributable to the negative impacts of (i) higher proportions of broadband internet and video subscribers selecting lower-priced tiers of service, (ii) lower ARPU from analog cable services, (iii) lower telephony call volume for customers on usage-based calling plans and (iv) lower ARPU from digital cable services. These negative factors were partially offset by the positive impacts of (i) an improvement in RGU mix, primarily attributable to higher proportions of digital cable and broadband internet RGUs, and (ii) a June 2010 price increase for certain digital cable services in Poland.

(c)	The increase in Central and Eastern Europe's non-subscription revenue is due primarily to the net impact of (i) an increase in interconnect revenue, primarily in Poland, (ii) higher revenue from B2B services in Hungary, Poland and the Czech Republic and (iii) a decrease in revenue from B2B services in Romania.

(a)

The increase in Telenet's subscription revenue related to a change in the average number of RGUs is attributable to increases in the average numbers of digital cable, broadband internet and telephony RGUs that were only partially offset by a decline in the average number of analog cable RGUs. The decline in the average number of analog cable RGUs led to a decline in the average number of total video RGUs during 2010 as compared to 2009.

(b)

The increase in Telenet's subscription revenue related to a change in ARPU is primarily attributable to the positive impacts of (i) an improvement in RGU mix, attributable to higher proportions of digital cable, broadband internet and telephony RGUs and (ii) February 2009 and 2010 price increases for certain analog and digital cable services and a March 2009 price increase for telephony services. These positive factors were only partially offset by the negative impacts of (a) an increase in the proportion of customers selecting lower-priced tiers of broadband internet service and (b) lower telephony call volume for customers on usage-based plans.

(c)

The increase in Telenet's non-subscription revenue is due primarily to a $29.0 million increase in mobile telephony revenue that was only partially offset by (i) a decrease in installation revenue, primarily attributable to increased discounting and a lower number of RGU additions, (ii) lower sales of mobile handsets and digital set-top boxes, (iii) lower revenue from contract termination billings and (iv) a decrease in third-party commissions earned by Telenet’s mobile telephony retail operations. An increase in interconnect revenue and other individually insignificant changes in non-subscription revenue also contributed to the increase.

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(b)

The increase in the VTR Group's subscription revenue related to a change in ARPU is primarily attributable to the net effect of (i) a higher proportion of subscribers selecting higher-priced tiers of broadband internet services, (ii) a higher proportion of subscribers selecting lower-priced tiers of video service, (iii) an improvement in RGU mix, attributable to higher proportions of digital cable and broadband internet RGUs, (iv) higher ARPU from digital cable services, (v) lower ARPU resulting from the estimated $4.3 million of revenue that was lost during the first quarter of 2010 as a result of an earthquake and tsunami in Chile and (vi) an increase due to inflation and other price adjustments.

(c)	The increase in the VTR Group's non-subscription revenue is primarily attributable to increases in advertising and installation revenue that were only partially offset by a decrease in interconnect revenue.

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•

An increase in programming and related costs of $28.8 million or 5.6%, due primarily to growth in digital video services, predominantly in the Netherlands, Germany, Poland and Ireland. The net impact of favorable copyright and programming fee settlements, primarily in Germany and the Netherlands, also contributed to the increase, as the $3.5 million favorable impact in 2011 was less than the $6.4 million favorable impact in 2010. These increases were partially offset by the impact of lower rates for certain copyright fees in Germany.

•	An increase in outsourced labor and professional fees of $15.0 million or 9.9%, primarily attributable to increased call center costs due to higher call volumes in Germany, Switzerland, the Netherlands and the Czech Republic;

•	A decrease in interconnect costs of $12.6 million or 6.8%, primarily attributable to the net effect of (i) decreased costs

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An increase in personnel costs of $7.2 million or 2.1%, due primarily to the net effect of (i) a decrease associated with higher levels of labor costs allocated to certain capital projects, including the development of our Horizon platform, (ii) annual wage increases, (iii) higher employee benefit related costs primarily in the Netherlands and Germany, (iv) lower costs related to temporary personnel, primarily in Switzerland and Germany, (v) increased bonus costs and (vi) increased staffing levels;

•	A decrease of $6.9 million or 43.6%, due primarily to lower B2B construction and equipment sales in Switzerland;

•

A decrease in network related expenses of $5.6 million or 2.3%, due primarily to the net effect of (i) lower energy costs in Germany and, to a lesser extent, the Czech Republic and the Netherlands, with the lower costs in Germany due in part to the release of accruals in connection with the settlement of operational contingencies during the second and fourth quarters of 2011, (ii) increased encryption costs, due largely to an increased number of installed digital cable set-top boxes, (iii) a $6.7 million decrease due to the 2011 settlement of a claim for costs incurred in connection with faulty customer premises equipment, primarily in the Netherlands and Switzerland, (iv) higher costs associated with the refurbishment of customer premises equipment and (v) higher duct and pole rental costs due primarily to increased rates in the Czech Republic and Romania. In Germany, duct and pole rental costs remained relatively constant as the impact of higher rates was offset by the favorable impact of the fourth quarter 2011 settlement of an operational contingency. In addition, in the UPC Broadband Division's central operations, the favorable impact of a fourth quarter 2011 settlement of a dispute with a third party regarding services rendered in 2010 contributed $2.9 million to the overall decrease in network related expenses; and

•	A decrease of $4.5 million at UPC DTH due to lower satellite costs resulting from (i) lower transponder rates and (ii) the impact of certain expenses incurred during 2010 related to UPC DTH's migration to a new satellite.

•

An increase in programming and related costs of $36.3 million or 21.7%, due primarily to (i) an increase resulting from Telenet's second quarter 2011 acquisition of the rights to broadcast certain Belgian football (soccer) matches over the next three years and (ii) growth in digital cable services. We anticipate that Telenet will continue to incur significant costs in connection with the Belgian soccer rights throughout the three-year term of the agreement, including estimated costs ranging from €34 million ($45 million) to €37 million ($49 million) during 2012;

•	An increase in network related expenses of $18.2 million or 20.2%, due primarily to (i) DTT network costs that Telenet began incurring during the fourth quarter of 2010 pursuant to an agreement that provides Telenet with the right to use a specified DTT network through June 2024, (ii) higher costs associated with the refurbishment of customer premises equipment and (iii) higher maintenance costs;

•	A decrease of $13.8 million in outsourced labor and customer premises equipment costs incurred in connection with the installation of certain wireless routers that were sold to customers during 2010.  In January 2011, Telenet ceased the practice of selling wireless routers to its customers and began installing modems with built-in wireless routers, the ownership of which is retained by Telenet;

•	An increase of $8.8 million or 23.9% in mobile costs, primarily due to increased mobile handset costs from (i) increased handset sales, primarily to third-party retailers, and (ii) promotions involving free or heavily-discounted handsets;

•	An increase in personnel costs of $8.8 million or 8.9%, due largely to increased staffing levels and annual wage increases. The increase in staffing levels is largely due to (i) the insourcing of certain customer care functions and (ii) increased network operations activities; and

•	A decrease in interconnect costs of $7.0 million or 8.2%, due primarily to decreases associated with (i) the previously-discussed change from gross to net presentation of revenue and expenses related to certain premium text messaging and

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An increase in programming and related costs of $14.6 million or 13.2%, as an increase associated with growth in digital cable services was only partially offset by a decrease arising from foreign currency exchange rate fluctuations with respect to the VTR Group's U.S. dollar denominated programming contracts. A significant portion of the VTR Group's programming costs are denominated in U.S dollars;

•	An increase in facilities expenses of $6.5 million, due mostly to higher site and tower rental costs in connection with VTR Wireless' mobile initiative;

•	An increase in outsourced labor and professional fees of $6.2 million or 29.1%, due largely to (i) increased call center costs due to efforts to improve service levels, (ii) a higher number of service calls and (iii) higher site and tower location costs incurred in connection with VTR Wireless' mobile initiative;

•	A decrease in bad debt and collection expenses of $5.4 million, as improved economic conditions and customer retention efforts have resulted in better collection experience; and

•	An increase in personnel costs of $2.9 million or 5.8%, due primarily to higher staffing levels related to VTR Wireless' mobile initiative.

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An increase in programming and related costs of $42.0 million or 14.0%, due primarily to (i) growth in digital video services, predominantly in the Netherlands, Ireland, our UPC DTH operations and Poland, and (ii) foreign currency exchange rate fluctuations with respect to non-functional currency expenses associated with certain programming contracts, primarily in Poland and Switzerland. These factors were partially offset by the impact of the fourth quarter 2010 release of $8.1 million of copyright fee accruals in connection with the settlement of certain contingencies, primarily in Germany and the Netherlands;

•

An increase of $19.3 million that represents the full year 2010 impact of the Hungarian Telecom Tax imposed during the fourth quarter of 2010, with retroactive effect to the beginning of 2010. The Hungarian Telecom Tax is currently scheduled to expire at the end of 2012. For additional information concerning the Hungarian Telecom Tax, see the discussion under Discussion and Analysis of our Reportable Segments - General above;

•	A decrease in bad debt and collection expenses of $18.0 million, due largely to improved collection experience, most notably in Germany and the Czech Republic. For information regarding our approach to estimating the effects of acquisitions, see Results of Operations above;

•

An increase in network related expenses of $15.5 million or 8.5%, due largely to (i) higher costs associated with the refurbishment of customer premises equipment by the Netherlands, UPC DTH, Romania and Poland, (ii) higher energy costs in the Netherlands and the Czech Republic and (iii) higher costs in the UPC Broadband Division's central operations due to increased network transit requirements. The higher energy costs in the Netherlands are partially attributable to non-recurring items;

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•	An increase in outsourced labor and professional fees of $8.1 million or 7.0%, due largely to higher outsourced labor associated with customer-facing activities, primarily in Switzerland and Ireland; and

•	A $3.3 million decrease during the third quarter of 2010 due to the impact of a favorable interconnect rate settlement in Switzerland.

•	An increase in interconnect and access costs of $16.2 million or 22.0%, primarily due to growth in mobile and fixed-line telephony services, the impact of which was only partially offset by lower mobile termination rates;

•	An increase in mobile telephony handset costs of $14.1 million, attributable to the success of mobile telephony calling plan promotions involving free or heavily discounted handsets;

•	An increase in programming and related costs of $11.8 million or 7.2%, due primarily to growth in digital cable services that was only partially offset by the impact of lower negotiated rates for programming content;

•	A decrease in outsourced labor of $11.4 million or 14.0%, due primarily to (i) the insourcing of certain customer care functions and (ii) decreased expenses associated with a decline in the number of visits to customer premises to reconnect or maintain services;

•	A decrease of $9.7 million related to the impact of a fourth quarter 2009 charge that was recorded to reflect the settlement of future obligations to provide post-employment benefits to certain Telenet employees;

•	An increase in network related expense of $8.2 million or 9.5%, due primarily to (i) DTT network costs that Telenet began incurring during the fourth quarter of 2010 pursuant to the aforementioned DTT network agreement that expires in June 2024, (ii) higher costs associated with the refurbishment of customer premises equipment and (iii) higher maintenance costs;

•	A decrease in customer premises equipment sold to customers of $6.2 million, due primarily to lower mobile handset and digital set-top box sales; and

•	An increase in personnel costs of $5.7 million or 5.9%, due primarily to (i) increased staffing levels, largely related to (a) the insourcing of certain customer care functions and (b) increased network operations activities, including activities associated with Telenet’s conversion to a full MVNO during the fourth quarter of 2010, and (ii) higher severance costs.

•	A decrease in network related expenses of $8.1 million or 18.8%, due primarily to lower tariff rates for pole rentals;

•	An increase in programming and related costs of $6.0 million or 6.3%, as an increase associated with growth in digital cable services was only partially offset by a decrease arising from foreign currency exchange rate fluctuations with respect to the VTR Group’s U.S. dollar denominated programming contracts;

•	An increase in personnel costs of $2.8 million or 6.7%, due primarily to higher bonus costs; and

•	An increase in bad debt expense of $2.5 million or 7.5%, due primarily to subscriber growth and economic conditions.

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•	An increase in personnel costs of $22.1 million or 6.6%, due primarily to (i) annual wage increases, (ii) higher marketing staffing levels, mostly in Switzerland and the Netherlands, (iii) higher bonus costs and (iv) higher severance costs;

•	An increase in outsourced labor and professional fees of $14.0 million or 29.4%, due primarily to higher consulting costs for (i) procurement, billing system and other initiatives within the UPC Broadband Division's central operations and (ii) strategic marketing projects in Germany;

•

An increase in sales and marketing costs of $7.3 million or 2.3% , due primarily to the net effect of (i) increased marketing activities, primarily in the Netherlands, Ireland and UPC DTH, (ii) higher sales commissions in Germany and (iii) lower sales commissions in the Czech Republic. The increase in sales commissions in Germany was partially offset by the release of an accrual in connection with the second quarter 2011 settlement of an operational contingency; and

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•	An increase in information technology related expense of $4.5 million or 14.0%, due primarily to additional support and maintenance requirements.

•

A decrease in sales and marketing costs of $12.4 million or 13.9%, due primarily to (i) lower marketing expenses, as increased promotional costs associated with Telenet's launch of Belgian football (soccer) coverage and advertising expenses during 2011 were more than offset by higher marketing campaign costs in 2010, (ii) lower sponsorship costs, (iii) lower costs related to sales call centers and (iv) decreased sales commissions, primarily related to lower sales;

•	An increase in outsourced labor and professional fees of $3.8 million or 13.9%, primarily due to an increase in consulting and legal costs associated with regulatory, strategic and financial initiatives; and

•	An increase in personnel costs of $2.1 million or 2.3%, primarily due to annual wage increases and increased staffing levels, partially offset by lower severance costs.

•	An increase in sales and marketing costs of $10.6 million or 27.7%, due primarily to (i) increased costs associated with rebranding and other advertising campaigns that are largely attributable to VTR Wireless' mobile initiative and (ii) higher sales commissions;

•	An increase in facilities expenses of $4.3 million, due largely to office rental and other facilities costs associated with VTR Wireless' mobile initiative;

•	An increase in personnel costs of $2.1 million or 3.8%, primarily due to higher staffing levels related to VTR Wireless' mobile initiative; and

•	An increase in outsourced labor and professional fees of $2.1 million, due primarily to increased consulting costs related to (i) VTR Wireless' mobile initiative and (ii) a subscriber retention project.

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•	An increase in personnel costs of $16.4 million or 5.9%, due largely to (i) increased marketing staffing levels in Switzerland and the Netherlands and (ii) increased staffing levels for our UPC DTH operations;

•	An increase in outsourced labor and professional fees of $3.7 million or 9.4%, due primarily to increased sales and marketing and information technology activities in Switzerland;

•

An increase in sales and marketing costs of $0.6 million or 0.3%, due primarily to the net effect of (i) higher costs associated with rebranding efforts in Ireland, (ii) higher marketing expenditures by UPC DTH and the Netherlands, due largely to increased advertising campaigns and (iii) lower sales commissions and/or decreased marketing activities in Austria, Germany, the Czech Republic and Hungary. For information regarding our approach to estimating the effects of acquisitions, see Results of Operations above; and

•	A net increase resulting from individually insignificant changes in other SG&A expense categories.

•	A decrease in professional fees of $4.1 million or 12.5%, as the amount of consulting and legal costs associated with strategic and financial initiatives declined from the amounts incurred during 2009;

•	An increase in personnel costs of $2.3 million or 2.7%, due primarily to the net effect of (i) increased staffing levels,

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•	A decrease in sales and marketing costs of $1.8 million or 2.0%, due primarily to lower sales commissions related to favorable changes in the sales channel mix and lower sales, partially offset by increased marketing activities, mostly related to the promotion of Telenet’s mobile telephony services; and

•	A net increase resulting from individually insignificant changes in other SG&A expense categories.

•	An increase in personnel costs of $7.8 million or 18.5%, due primarily to (i) higher bonus costs, (ii) increased staffing levels, primarily related to VTR Wireless' mobile initiative and an increased sales force and (iii) higher severance costs;

•	An increase in sales and marketing costs of $2.9 million or 9.1%, due primarily to a volume-related increase in third-party sales commissions partially offset by a decrease in marketing costs; and

•	An increase in professional fees of $1.4 million or 20.3%, primarily due to increased consulting costs related to VTR Wireless' mobile initiative that were only partially offset by lower legal fees.

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(a)

Subscription revenue includes amounts received from subscribers for ongoing services, excluding installation fees, late fees and mobile telephony revenue. Subscription revenue from subscribers who purchase bundled services at a discounted rate is generally allocated proportionally to each service based on the standalone price for each individual service. However, due to regulatory, billing system and other constraints, the allocation of bundling discounts may vary between our broadband communications operating segments.

(b)	Other revenue includes non-subscription revenue (including B2B, interconnect, installation, carriage fee and mobile telephony revenue) and programming revenue.

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(a)	Includes stock-based compensation expense related to the LGI Performance Plans and the LGI PSUs.

(b)

During the second quarter of 2011, Telenet modified the terms of certain of its stock option plans to provide for anti-dilution adjustments in connection with the capital distribution that, as further described in note 11 to our consolidated financial statements, was approved by Telenet shareholders on April 27, 2011 and paid on July 29, 2011. These anti-dilution adjustments, which were finalized on July 26, 2011, provided for increases in the number of options outstanding and proportionate reductions to the option exercise prices such that the fair value of the options outstanding before and after the capital distribution remained the same for all option holders. In connection with these anti-dilution adjustments, Telenet recognized stock-based compensation expense of $15.8 million during the second quarter of 2011, and continues to recognize additional stock-based compensation as the underlying options vest.

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(a)

The 2011 loss is primarily attributable to the net effect of (i) losses associated with decreases in market interest rates in the euro, Swiss franc, Chilean peso, Polish zloty and Czech koruna markets, (ii) gains associated with decreases in the value of the Polish zloty, Hungarian forint and Chilean peso relative to the euro, (iii) gains associated with an increase in the value of the U.S. dollar relative to the euro and (iv) gains associated with a decrease in the value of the Chilean peso relative to the U.S. dollar. In addition, the 2011 loss includes a net gain of $42.9 million resulting from changes in our credit risk valuation adjustments. The 2010 loss is primarily attributable to the net effect of (i) losses associated with increases in the values of the Swiss franc, Chilean peso, Czech koruna and Polish zloty relative to the euro, (ii) losses associated with decreases in market interest rates in the euro, Romanian lei, Swiss franc, Hungarian forint, Czech koruna and Polish zloty markets, (iii) losses associated with increases in the values of the Swiss franc and Chilean peso relative to the U.S. dollar and (iv) gains associated with an increase in the value of the U.S. dollar relative to the euro. In addition, the 2010 loss includes a net gain of $88.4 million resulting from changes in our credit risk valuation adjustments.

(b)	Includes gains (losses) related to the Sumitomo Collar with respect to the Sumitomo shares held by our company. These gains (losses) are primarily attributable to (i) decreases (increases) in the market price of Sumitomo common stock and (ii) increases in the value of the Japanese yen relative to the U.S. dollar.

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(a)

Amounts primarily relate to (i) loans between our non-operating and operating subsidiaries in Europe, which generally are denominated in the currency of the applicable operating subsidiary, (ii) U.S. dollar denominated loans between certain of our non-operating subsidiaries in the U.S. and Europe and (iii) a U.S. dollar denominated loan between a Chilean subsidiary and a non-operating subsidiary in Europe. Accordingly, these amounts are a function of movements of (i) the euro against (a) the U.S. dollar and (b) other local currencies in Europe and (ii) the U.S. dollar against the Chilean peso.

(a)	For additional information regarding our investments and fair value measurements, see notes 5 and 7 to our consolidated financial statements.

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(b)

Amounts include changes in the fair value of Chellomedia's investment in Canal+ Cyfrowy Sp Zoo (Cyfra+) that are primarily attributable to (i) the impact of changes in the projected cash flows of Cyfra+ and (ii) changes in the value of the Polish zloty as compared to the euro and U.S. dollar. The 2011 amount also reflects a decrease in the fair value of our investment in a broadband communications operator in Switzerland, due primarily to a decrease in projected cash flows.

(c)	Represents changes in the fair value of the UGC Convertible Notes, including amounts attributable to the remeasurement of the UGC Convertible Notes into U.S. dollars. As further described in note 9 to our consolidated financial statements, the UGC Convertible Notes were converted into LGI common stock in April 2011.

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(a)

Subscription revenue includes amounts received from subscribers for ongoing services, excluding installation fees, late fees and mobile telephony revenue. Subscription revenue from subscribers who purchase bundled services at a discounted rate is generally allocated proportionally to each service based on the standalone price for each individual service. However, due to regulatory, billing system and other constraints, the allocation of bundling discounts may vary between our broadband communications operating segments.

(b)	Other revenue includes non-subscription revenue (including B2B, installation, interconnect, and mobile telephony revenue) and programming revenue.

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(a)

Includes stock-based compensation expense related to the LGI Performance Plans and, for 2010, the LGI PSUs. The amount presented for 2009 includes a $5.1 million reduction associated with the first quarter 2009 grant of restricted share units in settlement of the second installment of awards under the LGI Performance Plans and a $10.7 million reduction related to the first quarter 2009 forfeiture of certain awards granted under the LGI Performance Plans.

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(a)

The 2010 losses are primarily attributable to the net effect of (i) losses associated with increases in the values of the Swiss franc, Chilean peso, Czech koruna and Polish zloty relative to the euro, (ii) losses associated with decreases in market interest rates in the euro, Romanian lei, Swiss franc, Hungarian forint, Czech koruna and Polish zloty markets, (iii) losses associated with increases in the values of the Swiss franc and Chilean peso relative to the U.S. dollar and (iv) a gain associated with an increase in the value of the U.S. dollar relative to the euro. In addition, the 2010 losses include a net gain of $88.4 million resulting from changes in our credit risk valuation adjustments. The 2009 losses are primarily attributable to the net effect of (i) losses associated with increases in the values of the Chilean peso, euro and Swiss franc relative to the U.S. dollar, (ii) losses associated with decreases in market interest rates in the euro, Swiss franc, Romanian lei and Hungarian forint markets, (iii) losses associated with increases in the values of the Chilean peso and Swiss franc relative to the euro and (iv) gains associated with increases in market interest rates in the Polish zloty, U.S. dollar, Czech koruna and Chilean peso markets. In addition, the 2009 losses include a net loss of $19.5 million resulting from changes in our credit risk valuation adjustments.

(b)	Includes losses related to the Sumitomo Collar with respect to the Sumitomo shares held by our company. These losses are primarily attributable to (i) increases in the market price of Sumitomo common stock and (ii) decreases (increases) in the value of the Japanese yen relative to the U.S. dollar.

(a)

Amounts primarily relate to (i) loans between our non-operating and operating subsidiaries in Europe, which generally are denominated in the currency of the applicable operating subsidiary, (ii) U.S. dollar denominated loans between certain of our non-operating subsidiaries in the U.S. and Europe and, during 2010, a U.S. dollar denominated loan between a Chilean subsidiary and a non-operating subsidiary in Europe. Accordingly, these amounts are a function of movements of the euro against (i) the U.S. dollar and (ii) other local currencies in Europe and, during 2010, the U.S. dollar against the Chilean peso.

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(a)	For additional information concerning our investments and fair value measurements, see notes 5 and 7 to our consolidated financial statements.

(b)	Amounts include changes in the fair value of Chellomedia’s investment in Cyfra+ that are primarily attributable to (i) the impact of changes in the projected cash flows of Cyfra+ and (ii) changes in the value of the Polish zloty as compared to the euro and U.S. dollar.

(c)

Represents changes in the fair value of the UGC Convertible Notes, including amounts attributable to the remeasurement of the UGC Convertible Notes into U.S. dollars. The 2010 and 2009 amounts also include gains of $10.7 million and $25.9 million associated with the UGC Convertible Notes that we repurchased in May 2010 and March 2009, respectively. For additional information, see note 9 to our consolidated financial statements.

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(a)	Includes $32.2 million of cash and cash equivalents held by VTR Wireless.

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(a)

The commitments reflected in this table do not reflect any liabilities that are included in our December 31, 2011 balance sheet other than debt and capital lease obligations.  Our liability for uncertain tax positions in the various jurisdictions in which we operate ($363.4 million at December 31, 2011) has been excluded from the table as the amount and timing of any related payments are not subject to reasonable estimation.

(b)

Amounts are based on interest rates and contractual maturities in effect as of December 31, 2011. These amounts are presented for illustrative purposes only and will likely differ from the actual cash payments required in future periods. In addition, the amounts presented do not include the impact of our interest rate derivative agreements, deferred financing costs, discounts or commitment fees, all of which affect our overall cost of borrowing.

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Item 7A	. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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(i)	an instantaneous increase (decrease) of 10% in the value of the Swiss franc, the Polish zloty, the Hungarian forint, the Czech koruna, the Chilean peso, and the Romanian lei relative to the euro would have decreased (increased) the aggregate fair value of the UPC Broadband Holding cross-currency and interest rate derivative contracts by approximately €423.9 million ($549.4 million);

(ii)	an instantaneous increase (decrease) of 10% in the value of the Swiss franc, the Chilean peso, and the Romanian lei relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the UPC Broadband Holding cross-currency and interest rate derivative contracts by approximately €137.0 million ($177.6 million);

(iii)	an instantaneous increase (decrease) of 10% in the value of the euro relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the UPC Broadband Holding cross-currency and interest rate derivative contracts by approximately €208.3 million ($270.0 million);

(iv)	an instantaneous increase (decrease) in the relevant base rate of 50 basis points (0.50%) would have increased (decreased) the aggregate fair value of the UPC Broadband Holding cross-currency and interest rate derivative contracts by approximately €70.4 million ($91.2 million); and

(v)	an instantaneous increase (decrease) in UPC Broadband Holding's credit spread of 50 basis points (0.50%) would have increased (decreased) the aggregate fair value of the UPC Broadband Holding cross-currency and interest rate derivative contracts by approximately $18.1 million ($18.7 million).

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(i)	an instantaneous decrease in the Japanese yen risk-free rate of 50 basis points (0.50%) would have increased the fair value of the Sumitomo Collar by ¥2.6 billion ($33.8 million) and conversely, an increase of 50 basis points would have decreased the value by ¥2.5 billion ($32.5 million); and

(ii)	an instantaneous increase (decrease) of 10% in the per share market price of Sumitomo's common stock would have decreased (increased) the fair value of the Sumitomo Collar by approximately ¥4.4 billion ($57.2 million).

(a)	Includes (i) the cash flows of our interest rate cap, collar and swap instruments and (ii) the interest-related cash flows of our cross-currency and cross-currency interest rate swap instruments.

(b)	Includes the principal-related cash flows of our cross-currency and cross-currency interest rate swap instruments.

(c)	Includes amounts related to the Sumitomo Collar, and to a lesser extent, our foreign currency forward contracts. We expect to use the collective value of the Sumitomo Collar and the underlying Sumitomo shares held by our company to settle the Sumitomo Collar Loan maturities in 2016 through 2018.

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Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Item 9A.	CONTROLS AND PROCEDURES

ITEM 9B.	OTHER INFORMATION

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(1)	Basis of Presentation

(2)	Summary of Significant Accounting Policies

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(a)

The digital free-to-air television channels (as opposed to channels marketed in premium subscription packages) distributed on the networks of Unitymedia and KBW will be distributed in unencrypted form commencing January 1, 2013.  This commitment is consistent with KBW's current practice and generally covers free-to-air television channels in standard definition and high definition (HD). If, however, free-to-air television broadcasters request their HD content to be distributed in an encrypted HD package, the encryption of free-to-air HD channels is still possible. In addition, we made a commitment that, through December 15, 2015, the annual carriage fees received by Unitymedia and KBW for each such free-to-air television channel distributed in digital or simulcast in digital and analog would not exceed a specified annual amount, determined by applying the respective current rate card systems of Unitymedia and KBW as of January 1, 2012;

(b)	Effective January 1, 2012, Unitymedia and KBW waived their exclusivity rights in access agreements with housing associations with respect to the usage of infrastructures other than the in-building distribution networks of Unitymedia and KBW to provide television, internet or telephony services within the building;

(c)	Effective January 1, 2012, upon expiration of the minimum term of an access agreement with a housing association, Unitymedia or KBW, as applicable, will transfer the ownership rights to the in-building distribution network to the building owner or other party granting access. In addition, Unitymedia and KBW have waived their right to remove their in-building distribution networks; and

(d)

A special early termination right will be granted with respect to certain of Unitymedia's and KBW's existing access agreements with the largest housing associations that cover more than 800 dwelling units and have a remaining term of more than three years.  The total number of dwelling units covered by the affected agreements is approximately 340,000, of which approximately 230,000 and 110,000 are located in the footprints of Unitymedia and KBW, respectively.  The special termination right may be exercised on or before September 30 of each calendar year up to the expiration of the current contract term, with termination effective as of January 1 or July 1 of the following year. If the special termination right is exercised, compensation will be paid to partially reimburse Unitymedia or KBW, as applicable, for their unamortized investments in modernizing the in-building network based on an agreed formula.

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(a)

The goodwill recognized in connection with the KBW and Aster Acquisitions is primarily attributable to (i) the ability to take advantage of the existing advanced broadband communications networks of KBW and Aster to gain immediate access to potential customers and (ii) substantial synergies that are expected to be achieved through the integration of KBW and Aster with our other broadband communications operations in Germany and Poland, respectively. We expect that $382.7 million of the goodwill associated with the KBW Acquisition will be deductible for tax purposes.

(b)	Amounts primarily include intangible assets related to customer relationships. At December 15, 2011, the weighted average useful life of KBW's intangible assets was approximately ten years. At September 16, 2011, the weighted average useful life of Aster's intangible assets was approximately seven years.

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(a)

The goodwill recognized in connection with the Unitymedia Acquisition is primarily attributable to (i) the ability to exploit Old Unitymedia’s existing advanced broadband communications network to gain immediate access to potential customers and (ii) substantial synergies that are expected to be achieved through the integration of Old Unitymedia with our other broadband communications operations in Europe.

(b)	Amount primarily includes intangible assets related to customer relationships. At January 28, 2010, the weighted average useful life of Old Unitymedia’s intangible assets was approximately seven years.

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(a)	The 2009 amount includes $282.9 million of federal and state income tax expense resulting from our recognition of a deferred tax liability associated with the previously unrecorded tax effect of the difference between the financial and tax accounting basis of the J:COM Disposal Group.

(a)	At December 31, 2011 and 2010, we owned 45,652,043 shares of Sumitomo common stock. Our Sumitomo shares represented less than 5% of Sumitomo’s outstanding common stock at December 31, 2011. These shares secure the Sumitomo Collar Loan, as defined and described in note 6.

(b)	Includes various fair value investments, the most significant of which is our 25.0% interest in Canal+ Cyfrowy Sp zoo (Cyfra+), a privately-held DTH operator in Poland. During the second quarter of 2011 and 2010, we received dividends from Cyfra+ of $7.9 million and $7.8 million, respectively. These dividends have been reflected as reductions of our investment in Cyfra+.

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(a)	Our current derivative assets are included in other current assets and our long-term derivative assets and liabilities are included in other assets, net, and other long-term liabilities, respectively, in our consolidated balance sheets.

(b)

We consider credit risk in our fair value assessments. As of December 31, 2011 and 2010, (i) the fair values of our cross-currency and interest rate derivative contracts that represented assets have been reduced by credit risk valuation adjustments aggregating $59.3 million and $16.1 million, respectively, and (ii) the fair values of our cross-currency and interest rate derivative contracts that represented liabilities have been reduced by credit risk valuation adjustments aggregating $255.1 million and $182.5 million, respectively. The adjustments to our derivative assets relate to the credit risk associated with counterparty nonperformance and the adjustments to our derivative liabilities relate to credit risk associated with our own nonperformance. In all cases, the adjustments take into account offsetting liability or asset positions within a given contract. Our determination of credit risk valuation adjustments generally is based on our and our counterparties' credit risks, as observed in the credit default swap market and market quotations for certain of our subsidiaries' debt instruments, as applicable. The changes in the credit risk valuation adjustments associated with our cross-currency and interest rate derivative contracts resulted in net gains (losses) of $42.9 million, $88.4 million and ($19.5 million) during 2011, 2010 and 2009, respectively. These amounts are included in realized and unrealized losses on derivative instruments, net, in our consolidated statements of operations. For further information concerning our fair value measurements, see note 7.

(c)	The fair value of our equity-related derivatives relates to the share collar (the Sumitomo Collar) with respect to the Sumitomo shares held by our company. The fair value of the Sumitomo Collar does not include a credit risk valuation adjustment as we have assumed that any losses incurred by our company in the event of nonperformance by the counterparty would be,

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(a)	Includes activity related to the Sumitomo Collar.

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(a)

For each subsidiary, the notional amount of multiple derivative instruments that mature within the same calendar month are shown in the aggregate and interest rates are presented on a weighted average basis. For derivative instruments that were in effect as of December 31, 2011, we present a single date that represents the applicable final maturity date.  For derivative instruments that become effective subsequent to December 31, 2011, we present a range of dates that represents the period covered by the applicable derivative instrument.

(b)	Unlike the other cross-currency swaps presented in this table, the UPC Holding cross-currency swap does not involve the exchange of notional amounts at the inception and maturity of the instrument.  Accordingly, the only cash flows associated with this instrument are interest payments and receipts.

(a)	For each subsidiary, the notional amount of multiple derivative instruments that mature within the same calendar month are

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(a)

For each subsidiary, the notional amount of multiple derivative instruments that mature within the same calendar month are shown in the aggregate and interest rates are presented on a weighted average basis. For derivative instruments that were in effect as of December 31, 2011, we present a single date that represents the applicable final maturity date.  For derivative instruments that become effective subsequent to December 31, 2011, we present a range of dates that represents the period covered by the applicable derivative instrument.

(b)	As further described in note 4, we have accounted for Austar as a discontinued operation.

(c)	Austar accounts for these interest rate swaps as cash flow hedges. As of December 31, 2011, the fair value of these derivative instruments was a liability of $28.4 million, and the related balance included in our accumulated other comprehensive earnings was a loss of $19.7 million.

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(a)

For each subsidiary, the notional amount of multiple derivative instruments that mature within the same calendar month are shown in the aggregate. For derivative instruments that were in effect as of December 31, 2011, we present a single date that represents the applicable final maturity date. For derivative instruments that become effective subsequent to December 31, 2011, we present a range of dates that represents the period covered by the applicable derivative instrument.

(a)	Includes four derivative instruments that mature in July 2017.

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(a)	As further described in note 9, the UGC Convertible Notes were converted into LGI common stock in April 2011.

(b)	With the exception of the loss associated with the UGC Convertible Notes (which were converted into LGI common stock

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(a)

Represents the weighted average interest rate in effect at December 31, 2011 for all borrowings outstanding pursuant to each debt instrument including any applicable margin. The interest rates presented represent stated rates and do not include the impact of our interest rate derivative agreements, deferred financing costs, original issue premiums or discounts or commitment fees, all of which affect our overall cost of borrowing. Including the effects of derivative instruments, original issue premiums and discounts and commitments fees, but excluding the impact of financing costs, our weighted average interest rate on our aggregate variable and fixed rate indebtedness was approximately 8.0% at December 31, 2011.  For information concerning our derivative instruments, see note 6.

(b)

Unused borrowing capacity represents the maximum availability under the applicable facility at December 31, 2011 without regard to covenant compliance calculations or other conditions precedent to borrowing. At December 31, 2011, the full amount of unused borrowing capacity was available to be borrowed under each of the respective facilities except as noted below. At December 31, 2011, our availability under the UPC Broadband Holding Bank Facility (as defined below) was limited to €245.8 million ($318.6 million). When the December 31, 2011 compliance reporting requirements have been completed, we anticipate that our availability under the UPC Broadband Holding Bank Facility will be limited to €338.7 million ($439.0 million). The amount included in other debt represents the unused borrowing capacity of the VTR Wireless Bank Facility, as defined and described below. Our ability to draw down the VTR Wireless Bank Facility is subject to certain conditions precedent, including the condition precedent that immediately after the drawdown there is an equity contribution to debt ratio of at least 2.33 to 1. Based on the aggregate equity contributed to VTR Wireless through December 31, 2011, we would have been able to draw down CLP 9.0 billion ($17.3 million) in addition to the amount already borrowed under the VTR Wireless Bank Facility at December 31, 2011.

(c)

The estimated fair values of our debt instruments were determined using the average of applicable bid and ask prices or, when quoted market prices are unavailable or not considered indicative of fair value, discounted cash flow models.  The discount rates used in the cash flow models are based on the market interest rates and estimated credit spreads of the applicable entity, to the extent available, and other relevant factors.

(d)	Amounts include the impact of premiums and discounts, where applicable.

(e)

During the second and third quarters of 2011, we completed the exchange of 99.8% and 0.2%, respectively, of the $935.0 million principal amount of our 4.50% convertible senior notes due November 15, 2016 (the LGI Convertible Notes) for aggregate consideration of 26,423,266 shares of our LGI Series A common stock, 8,807,772 shares of our LGI Series C common stock and $186.7 million of cash (excluding cash paid for accrued but unpaid interest). Prior to these exchange transactions (the LGI Notes Exchange), the principal amount of the LGI Convertible Notes was allocated to debt and equity components. In connection with these transactions, we (i) reclassified (a) the carrying amount of the $676.2 million debt component of the exchanged LGI Convertible Notes, (b) the related deferred financing costs of $13.6 million and (c) the $96.7 million net deferred tax liability associated with the exchanged LGI Convertible Notes to additional paid-in capital and common stock in our consolidated balance sheet and (ii) recognized aggregate debt conversion losses of $187.2 million. The amount reported in the December 31, 2010 carrying value column represents the debt component and the amount reported in the December 31, 2010 estimated fair value column represents the then estimated fair value of the entire instrument, including both the debt and equity components. For additional information regarding the LGI Convertible Notes, see below.

(f)	For information regarding the Sumitomo Collar Loan, see note 6.

(g)	The December 31, 2011 amounts related to the Austar Bank Facility (as defined and discussed below) are not included in this table due to the fact that we have presented Austar as a discontinued operation. For information concerning Austar's financial position at December 31, 2011 and the pending Austar Transaction, see note 4.

(h)

On March 15, 2011, we called for redemption the remaining €328.2 million ($425.3 million) principal amount outstanding of the UGC Convertible Notes.  As a result of the call for redemption, note holders became entitled to convert their UGC Convertible Notes into LGI common stock at the specified ratios during a conversion period ending on April 18, 2011. During this conversion period, all of the outstanding principal amount of the UGC Convertible Notes was converted into an aggregate of 7,328,994 shares of LGI Series A common stock and 7,249,539 shares of LGI Series C common stock. In

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(i)

The December 31, 2011 carrying amount includes $99.9 million owed pursuant to interest-bearing vendor financing arrangements that are generally due within one year of the borrowing date. At December 31, 2011, the amounts owed pursuant to these arrangements included $12.3 million of value-added tax that was paid on our behalf by the vendor. Repayments of vendor financing obligations are included in repayments and repurchases of debt and capital lease obligations in our consolidated cash flow statements.

(j)

Primarily represents Unitymedia's and KBW's obligations under duct network lease agreements with Deutsche Telekom AG as the lessor. The original contracts were concluded in 2000 and 2001, respectively, and have indefinite terms, subject to certain mandatory statutory termination rights for either party after a term of 30 years.  With certain limited exceptions, the lessor generally is not entitled to terminate these leases.

(k)	At December 31, 2011 and 2010, Telenet’s capital lease obligations included €270.5 million ($350.6 million) and €272.0 million ($352.5 million), respectively, associated with Telenet’s lease of the broadband communications network of the four associations of municipalities in Belgium, which we refer to as the pure intercommunalues or the “PICs."

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(a)	Represents total third-party facility amounts at December 31, 2011 without giving effect to the impact of discounts. Certain of the originally committed amounts under Facilities M, N, Q and W have been novated to a subsidiary of UPC Broadband Holding and accordingly, such amounts are not included in the table above.

(b)

At December 31, 2011, our availability under the UPC Broadband Holding Bank Facility was limited to €245.8 million ($318.6 million). When the December 31, 2011 compliance reporting requirements have been completed, we anticipate that our availability under the UPC Broadband Holding Bank Facility will be limited to €338.7 million ($439.0 million). Facility Q, Facility W and Facility AA have commitment fees on unused and uncancelled balances of 0.75%, 1.2% and 1.3% per year, respectively.

(c)	The carrying values of Facilities T and AB include the impact of discounts.

(d)

The applicable interest payable under Facility O is 2.75% per annum plus the specified percentage rate per annum determined by the Polish Association of Banking Dealers - Forex Poland or the National Bank of Hungary, as appropriate for the relevant period. The principal amount of Facility O is comprised of (i) a HUF 5,962.5 million ($24.6 million) sub-tranche and (ii) a PLN 115.1 million ($33.4 million) sub-tranche.

(e)	As further discussed in the below description of the UPCB SPE Notes, the amounts outstanding under Facilities V, Y, Z and AC are eliminated in LGI's consolidated financial statements.

(f)	Facility AB bears interest at a rate of LIBOR plus 3.50% with a LIBOR floor of 1.25%.

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(a)	Amounts include the impact of discounts.

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(a)	Amounts include the impact of premiums and discounts recorded in connection with the KBW acquisition accounting. For additional information, see note 3.

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(a)	Represents total third-party facility amounts at December 31, 2011 without giving effect to the impact of premiums.

(b)	Telenet Facility S has a commitment fee on unused and uncancelled balances of 1.10% per year.

(c)	As described below, the amounts outstanding under Facilities M, N, O and P are eliminated in LGI's consolidated financial statements.

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(a)	Amounts include the impact of premiums, where applicable.

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(a)	Expressed as a percentage of the outstanding principal balance as of the Initial Due Date.

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(a)	Amounts include the UPCB SPE Notes issued by the the UPCB SPEs, which entities are consolidated by UPC Holding.

(b)	Amounts include the Telenet SPE Notes issued by the Telenet SPEs, which entities are consolidated by Telenet.

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(a)	Amounts reflect statutory rates in jurisdictions that we operate outside of the U.S., all of which are lower than the U.S. federal income tax rate.

(a)	Our current deferred tax liabilities are included in other accrued and current liabilities and our non-current deferred tax assets and liabilities are included in other assets, net, and other long-term liabilities, respectively, in our consolidated balance sheets.

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(a)	Includes direct acquisition costs.

(b)	Excludes $186.7 million of aggregate cash paid (excluding cash paid for accrued but unpaid interest) in connection with the LGI Notes Exchange, as further described in note 9. These cash payments reduced our availability under the stock repurchase program in place at the time the payments were made.

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(a)	Includes stock-based compensation expense related to our five-year performance-based incentive plans for our senior executives and certain key employees (the LGI Performance Plans) and LGI performance-based restricted share units (PSUs).

(a)	Amounts relate to awards (other than LGI PSUs) under (i) the Liberty Global, Inc. 2005 Incentive Plan (as amended and restated October 31, 2006) (the LGI Incentive Plan) and (ii) the Liberty Global, Inc. 2005 Nonemployee Director Incentive Plan (as amended and restated November 1, 2006) (the LGI Directors Incentive Plan) described below.

(b)	Amounts relate to PSUs granted in 2011 and 2010, as described below.

(c)	Amounts relate to the Telenet Specific Stock Option Plan and the Telenet Employee Stock Option Plans, as described below.

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(a)

Represents the number of options for which the performance criteria was set during the period and does not include options that have been granted subject to the determination of performance criteria. The fair value of these options was calculated on the date that the performance criteria was set using an expected volatility of 36.9%, an expected life of 5.3 years, and a risk-free return of 3.62%. The grant date fair value during 2011 was €15.31 ($19.84).

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(a)	Amounts consist primarily of management, advisory and programming license fees and fees for uplink services and construction services charged to our equity method affiliates.

(b)	Amounts consist primarily of programming costs and interconnect fees charged by certain of our investees.

(c)	Amounts represent the net of (i) programming costs charged to Austar by its equity method affiliate and (ii) reimbursements charged by Austar for marketing and director fees incurred on behalf of its equity method affiliate.

(d)

Amounts consist primarily of (i) operating expenses for programming, billing system, program guide and other services provided to J:COM by its and Sumitomo’s affiliates (ii) SG&A expenses for management, rental and IT support services provided by Sumitomo to J:COM and (iii) interest expense primarily related to assets leased from certain Sumitomo entities. These amounts are shown net of revenue related to programming services provided to certain J:COM affiliates and distribution fee revenue from a subsidiary of Sumitomo.

(e)	Represents capital leases for customer premises equipment, various office equipment and vehicles from certain subsidiaries and affiliates of Sumitomo.

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(14)	Restructuring Liabilities

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(15)	Accumulated Other Comprehensive Earnings

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(a)	Amounts primarily represent the noncontrolling interest owners’ share of our foreign currency translation adjustments.

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(a)	At December 31, 2011, the long-lived assets of Austar are presented in long-term assets of discontinued operations in our consolidated balance sheet.

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(a)

Subscription revenue includes amounts received from subscribers for ongoing services, excluding installation fees, late fees and mobile telephony revenue. Subscription revenue from subscribers who purchase bundled services at a discounted rate is generally allocated proportionally to each service based on the standalone price for each individual service. However, due to regulatory, billing system and other constraints, the allocation of bundling discounts may vary between our broadband communications operating segments.

(b)	Other revenue includes non-subscription revenue (including B2B, interconnect, installation, carriage fee and mobile telephony revenue) and programming revenue.

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(a)	Primarily represents revenue of UPC DTH from customers located in Hungary, the Czech Republic, Slovakia and Romania.

(b)	Chellomedia's other geographic segments are located primarily in Portugal, Romania, the United Kingdom, the Czech Republic, Slovakia and Italy.

(c)	Includes certain less significant operating segments that provide broadband communications in Puerto Rico and programming services in Argentina.

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(a)	Primarily represents long-lived assets of the UPC Broadband Division's central operations, which are located in the Netherlands.

(b)	Primarily represents the assets of our corporate category.

(c)	Primarily represents a less significant operating segment that provides broadband communications in Puerto Rico.

(d)	At December 31, 2011, the long-lived assets of Austar are presented in long-term assets of discontinued operations in our consolidated balance sheet.

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Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

(1)

This table includes SARs with respect to 3,694,198 and 3,671,981 shares of LGI Series A and Series C common stock, respectively. Upon exercise, the appreciation of a SAR, which is the difference between the base price of the SAR and the then-market value of the underlying series of LGI common stock or in certain cases, if lower, a specified price, may be paid in shares of the applicable series of LGI common stock. Based upon the respective market prices of LGI Series A and Series C common stock at December 31, 2011 and excluding any related tax effects, 1,202,602 and 1,165,549 shares of LGI Series A and Series C common stock, respectively, would have been issued if all outstanding SARs had been exercised on December 31, 2011. For further information, see note 12 to our consolidated financial statements.

(2)	In addition to the option and SAR information included in this table, there are outstanding under the various incentive plans restricted shares and restricted share unit awards (including PSUs) with respect to an aggregate of 1,463,279 shares of LGI Series A common stock and 1,463,458 shares of LGI Series C common stock.

(3)	The LGI Incentive Plan permits grants of, or with respect to, LGI Series A, Series B or Series C common stock subject

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(4)

The non-employee director incentive plan permits grants of, or with respect to, LGI Series A, Series B or Series C common stock subject to a single aggregate limit of 10 million shares (of which no more than five million shares may consist of LGI Series B shares), subject to anti-dilution adjustments. As of December 31, 2011, an aggregate of 9,055,190 shares of common stock were available for issuance pursuant to the non-employee director incentive plan (of which no more than five million shares may consist of LGI Series B shares).

(5)	Prior to LGI International’s spin off from Liberty Media, Liberty Media approved the non-employee director incentive plan and the Transitional Plan in its capacity as the then sole shareholder of LGI International.

(6)

The Transitional Plan was adopted in connection with LGI International’s spin off from Liberty Media to provide for the supplemental award of options to purchase shares of LGI common stock and restricted shares of LGI common stock, in each case, pursuant to adjustments made to outstanding Liberty Media stock incentive awards in accordance with the anti-dilution provisions of Liberty Media’s stock incentive plans. No additional awards will be made under the Transitional Plan.

(7)

The UGC Plans are comprised of the UnitedGlobalCom, Inc. Stock Option Plan for Non-Employee Directors, effective June 1, 1993, amended and restated as of January 22, 2004; the UnitedGlobalCom, Inc. Stock Option Plan for Non-Employee Directors, effective March 20, 1998, amended and restated as of January 22, 2004; and the UnitedGlobalCom, Inc. Equity Incentive Plan, amended and restated effective October 17, 2003. Awards outstanding under each of these plans were converted into awards with respect to LGI common stock in connection with the June 2005 combination of LGI International and UGC. No additional awards will be made under these plans.

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Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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1.	Interpretation    1

2.	Amendments    2

3.	Representations and Warranties    2

4.	Accession of Senior Hedging Banks    2

5.	Miscellaneous    3

6.	Counterparts    3

7.	Governing Law    3

1.	Guarantors    4

2.	Restated New Facility Agreement    6

3.	Restated New Security Deed    7

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(1)	UPC BROADBAND HOLDING B.V. (UPC Broadband) and UPC FINANCING PARTNERSHIP (the US Borrower) as Borrowers;

(2)	THE COMPANIES whose names and addresses are set out in Schedule 1 (Guarantors) as Guarantors;

(3)	TORONTO DOMINION (TEXAS) LLC as Facility Agent;

(4)	TD BANK EUROPE LIMITED in as Security Agent; and

(5)	THE SENIOR HEDGING BANKS who are a party to this Deed from time to time.

(A)	This Deed is supplemental to and amends a credit agreement originally dated 16 January 2004 (the New Facility Agreement), and a security deed originally dated 16 January 2004 (the New Security Deed), both as amended from time to time, between, among others, the Borrowers, the Guarantors, the Facility Agent and the Security Agent.

(B)	The Majority Lenders (as defined in the New Facility Agreement) have consented to the amendments to the New Facility Agreement and the New Security Deed contemplated by this Deed. Accordingly, the Facility Agent and the Security Agent is authorised to execute this Deed on behalf of the Finance Parties.

1.	INTERPRETATION

1.1	Definitions

1.2	Construction

(a)	Capitalised terms defined in the New Facility Agreement or the New Security Deed (each as amended and restated pursuant to this Deed) have, unless expressly defined in this Deed, the same meaning in this Deed.

(b)	The provisions of Clause 1.2 (Construction) of the New Facility Agreement apply to this Deed as though they were set out in full in this Deed except that references to the New Facility Agreement are to be construed as references to this Deed.

(c)	Reference is made to Clause 1.3 of the New Facility Agreement. References in any of the Finance Documents to the Existing Facility Agreement and the Existing Security Deed shall be references to the Existing Facility Agreement and the Existing Security Agreement as amended by a deed of amendment and restatement dated on or about the date of this Deed.

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2.	AMENDMENTS

(a)	The New Facility Agreement will be amended, with effect from the Amendment Effective Date, so that it reads as if it were restated in the form set out in Schedule 2 (Restated New Facility Agreement).

(b)	The New Security Deed will be amended, with effect from the Amendment Effective Date, so that it reads as if it were restated in the form set out in Schedule 3 (Restated New Security Deed).

(c)	The amendments to be made to the New Facility Agreement and the New Security Deed by this Deed shall take effect on the date (the Amendment Effective Date) on which the Facility Agent notifies UPC Broadband and the Lenders that it has received in form and substance satisfactory to it (acting reasonably):

(i)	evidence of the due authorisation and execution of this Deed by each Obligor; and

(ii)	legal opinions in respect of Dutch, English and New York law from Allen & Overy LLP, English, Dutch and New York legal advisers to the Facility Agent, addressed to the Finance Parties.

3.	REPRESENTATIONS AND WARRANTIES

(a)

The representations and warranties set out in clause 15 (Representations and Warranties) of the New Facility Agreement (as amended and restated in Schedule 2 (Restated New Facility Agreement) to this Deed) (with the exception of clauses 15.6(a) (Consents), 15.10 (Financial condition), 15.12 (Security Interests), 15.13(b) (Litigation and insolvency proceedings), 15.14 (Business Plan), 15.15 (Tax liabilities), 15.16 (Ownership of assets), 15.18 (Works councils), 15.19 (Borrower Group Structure), 15.20 (ERISA) and 15.24 (UPC Financing)) are true and correct as if made on the date of this Deed, with reference to the facts and circumstances then existing, and as if each reference to (i) the Finance Documents includes a reference to this Deed, (ii) the New Facility Agreement is a reference to the New Facility Agreement as amended and restated by this Deed and (iii) the New Security Deed is a reference to the New Security Deed as amended and restated by this Deed.

(b)	UPC Broadband represents and warrants to each Finance Party that there has been no material adverse change in the consolidated financial position of the Borrower Group (taken as a whole) since the date of the financial statements most recently provided under clause 16.2(a) (Financial Information) of the New Facility Agreement which would or is reasonably likely to have a Material Adverse Effect.

4.	ACCESSION OF SENIOR HEDGING BANKS

(a)	As of the Amendment Effective Date, each Senior Hedging Bank agrees that it shall become a party to the New Security Deed in its capacity as a Senior Hedging Bank and shall observe, perform and be bound by the terms and provisions of and be entitled to exercise all the rights set out in the New Security Deed in the capacity of a Senior Hedging Bank.

(b)	Paragraph (a) above constitutes a Senior Hedging Bank's Deed of Accession in respect of each Senior Hedging Bank for the purposes of clause 9.7 (Assignment and/or transfer by Senior Hedging Banks) of the New Security Deed.

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(c)	For the purposes of clause 14.1 (Mechanics) of the New Security Deed, the address and facsimile number of each Senior Hedging Bank will be notified by each Senior Hedging Bank to the Security Agent prior to the Amendment Effective Date.

5.	MISCELLANEOUS

(a)	Each of this Deed, the New Facility Agreement, as amended and restated by this Deed and the New Security Deed, as amended and restated by this Deed, is a Finance Document.

(b)	Subject to the terms of this Deed, the New Facility Agreement and the New Security Deed will remain in full force and effect.

(c)	Each Obligor confirms:

(i)	that the Security Interests granted to the Beneficiaries pursuant to the Security Documents and its obligations under the Finance Documents shall continue and remain unaffected by the entry into this Deed;

(ii)	in accordance with Article 1278 of the Belgian Civil Code, its duties and obligations under the share pledge listed in paragraph (i) of Schedule 7 (Security Documents) of the New Facility Agreement shall not be affected or impaired by the entry into of this Agreement and that this Deed does not constitute a novation.

6.	COUNTERPARTS

7.	GOVERNING LAW

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1.	Interpretation    4

2.	The Facilities    33

3.	Purpose    35

4.	Conditions Precedent    36

5.	Advances    37

6.	Repayment    38

7.	Cancellation and Prepayment    40

8.	Interest    45

9.	Payments    46

10.	Tax Gross-up and Indemnities    48

11.	Market Disruption    51

12.	Increased Costs    53

13.	Illegality and Mitigation    54

14.	Guarantee    54

15.	Representations and Warranties    58

16.	Undertakings    65

17.	Financial Covenants    87

18.	Default    93

19.	Facility Agent, Security Agent and Lenders    100

20.	Fees    104

21.	Expenses    105

22.	Stamp Duties    105

23.	Indemnities    105

24.	Evidence and Calculations    107

25.	Amendments and Waivers    107

26.	Changes to the Parties    109

27.	Disclosure of Information    115

28.	Set-off    116

29.	Pro Rata Sharing    116

30.	Severability    117

31.	Counterparts    117

32.	Notices    118

33.	Language    119

34.	Jurisdiction    119

35.	Waiver of Immunity    120

36.	Waiver of Trial by Jury    121

37.	Governing Law    121

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1.	Original Parties    122

Part 1	Original Guarantors    122

2.	Conditions Precedent Documents    124

Part 1	To be Delivered before the First Advance    124

Part 2	To be Delivered by an Additional Obligor    127

3.	Mandatory Cost Formulae    130

4.	Form of Request and Cancellation Notice    132

Part 1	Form of Request    132

Part 2	Form of Cancellation and/or Prepayment Notice    133

5.	Forms of Accession Documents    134

Part 1	Novation Certificate    134

Part 2	Obligor Accession Agreement    136

Part 3	Additional Facility Accession Agreement    137

6.	Form of Confidentiality Undertaking    140

Part 1	Form of LMA Confidentiality Undertaking    140

Part 2	Form of LSTA Confidentiality Undertaking    145

7.	Security Documents    150

8.	Borrower Group Structure    152

9.	Shareholders' Agreements    153

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(1)	UPC BROADBAND HOLDING B.V. (previously called UPC Distribution Holding B.V.) (UPC Broadband);

(2)	THE COMPANIES identified as guarantors in Schedule 1 (Original Guarantors) (the Original Guarantors);

(3)	TORONTO DOMINION (TEXAS) LLC as facility agent (the Facility Agent); and

(4)	TD BANK EUROPE LIMITED as security agent for the Finance Parties (in this capacity, the Security Agent).

1.	INTERPRETATION

1.3	Definitions

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(a)	the value at the time of completion of the Acquisition of any consideration to be paid or delivered after the time of completion of the Acquisition will be determined in accordance with GAAP;

(b)

if the entity acquired becomes a member of the Borrower Group as a result of the Acquisition, the aggregate principal amount of Financial Indebtedness of any entity acquired outstanding at the time of completion of the Acquisition (including without limitation any Lending Transaction (as defined in Clause 16.14(f) (Loans and guarantees) made by a member of the Borrower Group in connection with the relevant Acquisition) will be counted as part of the consideration for that Acquisition;

(c)

if the entity acquired does not become a member of the Borrower Group as a result of the Acquisition, the aggregate principal amount of Financial Indebtedness of the entity acquired at the time of completion of the Acquisition will be counted as part of the consideration for that Acquisition to the extent of the aggregate principal amount of the payment and repayment obligations in respect of such Financial Indebtedness assumed or guaranteed by any member of the Borrower Group; and

(d)	subject to paragraphs (a), (b) and (c) above, the value at the time of completion of the Acquisition of any non-cash consideration will be determined in accordance with GAAP,

(a)	an Initial Additional Facility Lender the amount in euros, US Dollars or relevant Additional Currency set out as the Additional Facility Commitment of a Lender in the relevant Additional Facility Accession Agreement and the amount of any other Additional Facility Commitment transferred to it under this Agreement; and

(b)	any other Lender, the amount in euros, US Dollars or relevant Additional Currency (as applicable) transferred to it in accordance with this Agreement,

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(a)	a Subsidiary of UPC Broadband; and

(b)	any UPC Broadband Holdco (other than UPC Holding),

(a)	Executive Order No. 13224 of 23 September 2001 - Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (the Executive Order);

(b)	the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (commonly known as the USA Patriot Act);

(c)	the Money Laundering Control Act of 1986, Public Law 99-570; and

(d)	any similar law enacted in the United States of America subsequent to the date of this Agreement.

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(a)	any other person which is directly or indirectly Controlled by, under common Control with or Controlling such person; or

(b)	any other person owning beneficially and/or legally directly or indirectly 10 per cent. or more of the equity interest in such person or 10 per cent. of whose equity is owned beneficially and/or legally directly or indirectly by such person.

(a)	UPC Broadband and its Subsidiaries from time to time excluding Unrestricted Subsidiaries; and

(b)	UPC Financing.

(a)

the amount of interest (excluding the Margin and any Mandatory Costs) which a Lender should have received for the period from the date of receipt of all or any part of its participation in an Advance or Unpaid Sum to the last day of the current Interest Period in respect of that Advance or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period,

(b)	the amount of interest which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the London interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

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(a)

that consists of the upgrade, construction, creation, development, marketing, acquisition (to the extent permitted under this Agreement), operation, utilisation and maintenance of networks that use existing or future technology for the transmission, reception and delivery of voice, video and/or other data (including networks that transmit, receive and/or deliver services such as multi-channel television and radio, programming, telephony, Internet services and content, high speed data transmission, video, multi-media and related activities); or

(b)	that supports, is incidental to or is related to any such business; or

(c)	that comprises being a Holding Company of one or more persons engaged in such business,

(a)	a day (other than a Saturday or Sunday) on which banks are open for general business in:

(i)	London and Amsterdam;

(ii)	in relation to a transaction involving US Dollars, New York; and

(iii)	in relation to a transaction involving an Additional Currency, the principal financial centre of the country of that currency; or

(b)	in relation to a rate fixing day or a payment date for euros, a TARGET Day.

(a)	minus Capital Expenditure of or relating to the Target for such period;

(b)	minus all Taxes actually paid and/or falling due for payment by or in respect of the Target during such period;

(c)	minus the amount of all dividends, redemptions and other distributions payable by the Target during such period on, or in respect of any of its share capital not held by a member of the Borrower Group;

(d)	minus any increase or plus any decrease in working capital of or in respect of the Target for such

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(e)

minus the aggregate of (i) Interest payable by or in respect of the Target during such period and (ii) an amount equal to the Interest that would have been payable in respect of an Advance made during such period in an amount equal to the principal amount of Financial Indebtedness incurred in connection with the Acquisition of the Target, and plus any Interest that was received by the Target during such period; and

(f)	minus all extraordinary or exceptional items (including one off restructuring costs) which were paid by the Target during such period on (net of any cash proceeds of insurance or warranty claims which relate to such items) and plus all extraordinary or exceptional items which were received by or in respect of the Target during such period.

(a)	by means of the holding of shares or the possession of voting power in or in relation to any other person; or

(b)	by virtue of any powers conferred by the articles of association or other documents regulating any other person,

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(a)	in the Annex to the Executive Order;

(b)	on the "Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury; or

(c)	in any successor list to either of the foregoing.

(a)

the business of upgrading, constructing, creating, developing, acquiring, operating, owning, leasing and maintaining cable television networks (including for avoidance of doubt master antenna television, satellite master antenna television, single and multi-channel microwave single or multi-point distribution systems and direct-to-home satellite systems) for the transmission, reception and/or delivery of multi-channel television and radio programming, telephony and internet and/or data services to the residential markets; or

(b)	any business which is incidental to or related to and, in either case, material to such business.

(a)	all or any part of the share capital or equivalent of a person or company (including, without limitation any partnership or joint venture) incorporated or carrying on a material part of its business in Eastern Europe; or

(b)	any asset or assets constituting a business or separate line of business, a material part of which is being carried on in Eastern Europe,

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(a)	in respect of any loss or liability suffered or incurred by that person as a result of or in connection with any violation of Environmental Law; or

(b)	that arises as a result of or in connection with Environmental Contamination and that could give rise to any remedy or penalty (whether interim or final) that may be enforced or assessed by private or public legal action or administrative order or proceedings including, without limitation, any such claim that arises from injury to persons or property.

(a)	any release, emission, leakage or spillage of any Dangerous Substance at or from any site owned or occupied by any member of the Borrower Group into any part of the Environment; or

(b)	any accident, fire, explosion or sudden event at any site owned or occupied by any member of the Borrower Group which is directly caused by or attributable to any Dangerous Substance; or

(c)	any other pollution of the Environment arising at or from any site owned or occupied by any member of the Borrower Group.

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(a)	the applicable Screen Rate for deposits in the currency of the relevant Advance or Unpaid Sum for a period equal or comparable to the required period at or about 11.00 a.m. (Brussels time) on the applicable Rate Fixing Day; or

(b)

if the rate cannot be determined under paragraph (a) above, the arithmetic mean (rounded upwards, if necessary, to the nearest four decimal places) of the respective rates, as supplied to the Facility Agent at its request, quoted by the Reference Banks to leading banks for the offering of deposits in euros for the required period in the London interbank market at or about 11.00 a.m. on the Rate Fixing Day for such period,

(a)	less:

(i)	any interest and other charges in respect of Financial Indebtedness of the Borrower Group paid during such financial year;

(ii)	repayments and/or prepayments of any Financial Indebtedness of the Borrower Group paid during such financial year; and

(iii)	capital expenditure of the Borrower Group incurred during such financial year; and

(b)	either (i) plus any amount by which Net Working Capital at the commencement of such financial year exceeds Net Working Capital at the close of such financial year or, as appropriate, (ii) minus any amount by which Net Working Capital at the end of such financial year exceeds Net Working Capital at the beginning of such financial year.

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(a)	the Security Documents as defined in paragraph (a) of the definition of Security Documents in the Existing Facility Agreement; and

(b)

any other Security Documents as defined in paragraph (b) of the definition of Security Documents in the Existing Facility Agreement provided that the Security Interest(s) granted under any such Security Document are simultaneously granted on the same terms (save for variations directly attributable to the identity of the parties and the loan amounts) to the Security Agent on behalf of Beneficiaries to secure the Secured Obligations (as defined in the Security Deed).

(a)	on or before the date it becomes a Lender; or

(b)	by not less than five Business Days' notice,

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(a)	money borrowed or raised and debit balances at banks;

(b)	any bond, note, loan stock, debenture or similar debt instrument;

(c)	acceptance or documentary credit facilities;

(d)	receivables sold or discounted (otherwise than on a non-recourse basis and other than in the normal course of business for collection);

(e)	payments for assets acquired or services supplied deferred for a period of over 180 days (or 360 days if such deferral is in accordance with the terms pursuant to which the relevant assets were or are to be acquired or services were or are to be supplied) after the relevant assets were or are to be acquired or the relevant services were or are to be supplied;

(f)	finance leases and hire purchase contracts to the extent that they constitute capital leases within the meaning of GAAP, provided that indebtedness in respect of network leases shall only be included in this paragraph (f) for the purposes of the definition of Excess Cash Flow and Clause 18.5 (Cross default);

(g)	any other transaction (including without limitation forward sale or purchase agreements) having the commercial effect of a borrowing or raising of money or any of (b) to (f) above;

(h)	(for the purposes of Clause 18.5 (Cross default) only) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked-to-market value shall be taken into account); and

(i)	guarantees in respect of indebtedness of any person falling within any of paragraphs (a) to (g) above (including for the avoidance of doubt, without double counting, guarantees given by a member of the Borrower Group for the indebtedness of the type falling within (a) to (g) above of another member of the Borrower Group),

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(a)	an Initial Additional Facility Lender; and

(b)	any person which has become a New Lender (as defined in Clause 26.2 (Transfers by Lenders) under an Additional Facility in accordance with Clause 26 (Changes to the Parties),

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(a)	the applicable Screen Rate for deposits in the currency of the relevant Advance or Unpaid Sum for a period equal or comparable to the required period at or about 11.00 a.m. on the applicable Rate Fixing Day; or

(b)

(if no Screen Rate is available for the required currency or required period of that Advance or Unpaid Sum) the arithmetic mean (rounded upwards, if necessary, to the nearest four decimal places) of the respective rates, as supplied to the Facility Agent at its request, quoted by the Reference Banks to leading banks for the offering of deposits in the required currency and for the required period in the London interbank market at or about 11.00 a.m. on the Rate Fixing Day for such period,

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(a)	the Interconnect Agreements;

(b)	the Priority Pledge;

(c)	the Shareholders' Agreements as from time to time amended, varied, restated or replaced, in each case in a manner that does not constitute an Event of Default under Clause 18.18 (Material Contracts); and

(d)	each other agreement agreed as such by the Facility Agent and UPC Broadband.

(a)	includes the assignment or transfer of the right to receive an amount of principal and interest under this Agreement; and

(b)	is made on a day other than the last day of an Interest Period.

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(a)	the principal amount of an Advance (as applicable) denominated in euros; or

(b)	the principal amount of an Advance denominated in US Dollars or an Additional Currency translated into euros on the basis of the Agent's Spot Rate of Exchange on the date of receipt by the Facility Agent of the Request for the relevant Advance.

(a)	any Acquisition of a member of the Borrower Group by any other member of the Borrower Group as part of the solvent reorganisation of the Borrower Group;

(b)	any Acquisition where, upon completion of the Acquisition, the person acquired will be a Subsidiary of UPC Broadband or where UPC Broadband or one of its Subsidiaries which is a member of the Borrower Group will own directly or indirectly greater than a 50 per cent. interest in the asset or assets constituting the acquired business (a Majority Acquisition) and where:

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(i)	the business of the acquired entity or the business acquired, as the case may be, is of the same nature as the business of the Borrower Group as at the Effective Date and is carried out principally in Europe (other than Great Britain or Germany);

(ii)	in the case of any Majority Acquisition where the Acquisition Cost is ε40,000,000 or greater, UPC Broadband delivers to the Facility Agent:

(A)	a Borrower Group Business Plan which must:

I.

contain cash flow projections which show that the sum of the undrawn Total Facility A Commitments (as defined under the Existing Facility Agreement), any undrawn Additional Facility Commitments that are available to be drawn for the general corporate and working capital purposes of the Borrower Group, and Unrestricted Cash, taking into account the proposed Majority Acquisition, is projected to be greater than ε100,000,000 on the date on which financial covenants relating to the eleventh quarterly Accounting Period after the quarterly Accounting Period in which the Acquisition is made are tested under Clause 17 (Financial Covenants); and

II.	contain financial projections which demonstrate that the Borrowers will be in compliance with the undertakings set out in Clause 17 (Financial Covenants) for the period from completion of the Acquisition (taking into account the Acquisition Cost of such Acquisition) to the Final Maturity Date; and

(B)	an Acquisition Business Plan;

(iii)	UPC Broadband delivers to the Facility Agent the most recent six-months management accounts of or relating to the Target, together with a certificate signed by two managing directors or the sole managing director, as the case may be, of UPC Broadband certifying the amount of the Cash Flow of the Target for the most recent six months and setting out the supporting calculations;

(iv)	no Default has occurred and is continuing or would be caused by the Majority Acquisition; and

(v)

UPC Broadband delivers to the Facility Agent a certificate signed by two managing directors or the sole managing director of UPC Broadband which certifies that, if the ratio of Senior Debt to Annualised EBITDA of the Borrower Group was re-calculated for the most recent Ratio Period ending prior to the date of the Acquisition for which financial statements have been delivered pursuant to Clause 16.2(a) or (b) (Financial information) (the Relevant Ratio Period) but adding to the:

(A)	amount of Senior Debt used in such calculation any net increase in the Senior Debt of the Borrower Group since the end of the Relevant Ratio Period or subtracting from the amount of Senior Debt used in such calculation any net deduction in the Senior Debt of the Borrower Group (in each case taking into account the amount of Senior Debt used to fund the Acquisition Cost); and

(B)	Annualised EBITDA of the Borrower Group, the Annualised EBITDA of the

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II.	the ratio of Senior Debt to Annualised EBITDA of the Borrower Group for the Relevant Ratio Period; or

(c)	any Acquisition by a member of the Borrower Group for the purposes of a solvent reorganisation of the Borrower Group where the Acquisition is of share capital or equivalent of a company which:

(i)	has not traded and does not own any assets; or

(ii)	is a dormant Subsidiary of Liberty Global, Inc. and,

(a)

any Acquisition referred to in paragraph (a) of the definition of "Permitted Acquisition" and any Acquisition as a result of a reorganisation of a person that is not a Subsidiary of UPC Broadband but in which a member of the Borrower Group has an interest, provided that such reorganisation does not result in an overall increase in the value of the Borrower Group's interest in that person, other than adjustments to the basis of any member of the Borrower Group's interest in accordance with GAAP; or

(b)	any Acquisition where, upon completion of the Acquisition, the person acquired will not be a Subsidiary of UPC Broadband or where UPC Broadband or one of its Subsidiaries which is a member of the Borrower Group will own directly or indirectly no more than a 50 per cent. interest in the asset or assets constituting the acquired business (a JV Minority Acquisition) and where:

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(i)	the business of the acquired entity or the business acquired, as the case may be, is of the same nature as the business of the Borrower Group as at the Effective Date and is carried out principally in Europe (other than Great Britain or Germany);

(ii)	in the case of any JV Minority Acquisition where the Acquisition Cost is ε40,000,000 or greater, UPC Broadband delivers to the Facility Agent:

(A)	a Borrower Group Business Plan which in relation to any JV Minority Acquisition must:

I.

contain cash flow projection which show that the sum of the undrawn Total Facility A Commitments (as defined in the Existing Facility Agreement), any undrawn Additional Facility Commitments that are available to be drawn for the general corporate and working capital purposes of the Borrower Group, and Unrestricted Cash, taking into account the proposed JV Minority Acquisition, is projected to be greater than ε100,000,000 on the date on which financial covenants relating to the eleventh quarterly Accounting Period after the quarterly Accounting Period in which the Acquisition is made are tested under Clause 17 (Financial Covenants); and

II.	contain financial projections which demonstrate that the Borrowers will be in compliance with the undertakings set out in Clause 17 (Financial Covenants) for the period from completion of the Acquisition (taking into account the Acquisition Cost of such Acquisition) to the Final Maturity Date; and

(iii)	UPC Broadband delivers to the Facility Agent the most recent six months management accounts of or relating to the Target, together with a certificate signed by two managing directors or the sole managing director, as the case may be, of UPC Broadband certifying the amount of the Cash Flow of the Target for the most recent six months and setting out the supporting calculations;

(iv)	no Default has occurred and is continuing or would be caused by the JV Minority Acquisition; and

(v)

UPC Broadband delivers to the Facility Agent a certificate signed by two managing directors or the sole managing director of UPC Broadband which certifies that, if the ratio of Senior Debt to Annualised EBITDA of the Borrower Group was re-calculated for the most recent Ratio Period ending prior to the date of the Acquisition for which financial statements have been delivered pursuant to Clause 16.2(a) or (b) (Financial information) (the Relevant Ratio Period) but adding to the:

(A)

amount of Senior Debt used in such calculation any net increase in the Senior Debt of the Borrower Group since the end of the Relevant Ratio Period or subtracting from the amount of Senior Debt used in such calculation any net deduction in the Senior Debt of the Borrower Group since the end of the Relevant Ratio Period (in each case taking into account the amount of Senior Debt used to fund the Acquisition Cost); and

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(B)	Annualised EBITDA of the Borrower Group the Annualised EBITDA of the Target for the Relevant Ratio Period,

(1)	4.0:1; and

(2)	the ratio of Senior Debt to Annualised EBITDA of the Borrower Group for the Relevant Ratio Period.

(a)	any Security Interest arising hereunder or under any Security Document;

(b)	any Security Interest arising under any Existing Security Document;

(c)	any liens arising in the ordinary course of business by way of contract which secure indebtedness under any agreement for the supply of goods or services in respect of which payment is not deferred for more than 180 days (or 360 days if such deferral is in accordance with the terms pursuant to which the relevant goods were acquired or services were provided);

(d)	any Security Interest imposed by any taxation or governmental authority in respect of amounts which are being contested in good faith and not yet payable and for which adequate reserves have been set aside in the books of the Borrower Group (or, as the case may be, UPC Broadband Holdco) in respect of the same in accordance with GAAP;

(e)	any Security Interests approved in writing by the Agent (acting on the instructions of the Majority Lenders);

(f)	any Security Interest in favour of any bank incurred in relation to any cash management arrangements;

(g)	rights of set-off arising in the ordinary course of business;

(h)

any Security Interest securing any Financial Indebtedness referred to in Clause 16.12(b)(xi) (Restrictions on Financial Indebtedness), provided that (A) such Security Interest was not created in contemplation of the acquisition of such company, (B) the debt secured by such Security Interest is not increased beyond that secured at the date the company in question is acquired and such Security Interest secures only that debt and (C) such Encumbrance is discharged within 12 months of completion of the relevant acquisition;

(i)	any Security Interest over non-Distribution Business Assets referred to in Clause 16.12(b)(xii) (Restrictions on Financial Indebtedness), securing Financial Indebtedness described therein or any other obligation in respect of such non-Distribution Business Assets;

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(j)	Security Interests arising under agreements entered into in the ordinary course of business relating to (i) network leases or (ii) the leasing of (A) building; (B) cars; and (C) other operational equipment;

(k)

any Security Interest securing Financial Indebtedness arising under the Permitted Borrower Group Revolving Credit Facility or the Permitted Borrower Group Guarantee Facilities provided that any such Security Interest will constitute a Security Interest over assets that are not secured or required to be secured as at the date of the Amendment Agreement under the Finance Documents or the Existing Finance Documents; and

(l)	any Security Interests not falling within paragraphs (a) to (k) above and securing indebtedness (other than indebtedness in relation to an Acquisition) not exceeding ε15,000,000 (or its equivalent).

(a)	UPC Poland Holding B.V. (previously called UPC Telecom NV); and

(b)	if the entity referred to in (a) above:

(i)	consolidates with or merges with or is acquired by any other person or persons; or

(ii)	directly or indirectly, sells, leases, conveys or transfers all or substantially all of its assets to any other person or persons,

(a)	the second Business Day before the Utilisation Date of an Advance denominated in US Dollars; or

(b)	the second TARGET Day before the Utilisation Date of an Advance denominated in euros,

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(a)	convertible preference shares that cannot in accordance with their terms be redeemed for cash:

(i)	before the date on which all amounts outstanding under the Finance Documents and the Existing Finance Documents have been repaid or prepaid in full; or

(ii)	(if they can be redeemed for cash before that date) until the ratio of Senior Debt to Annualised EBITDA (i) is 3.5:1 or less for the two immediately preceding consecutive Ratio Periods and (ii) will be less than 3.5:1 immediately after such cash redemption; and

(b)	convertible preference shares issued by a member of the UGCE Borrower Group and subscribed for by a member of the Wider Group.

(a)	an event specified as such in section 4043 of ERISA or any regulation promulgated thereunder, with respect to a Plan that is subject to Title IV of ERISA, other than an event in relation to which the requirement to give 30 days notice of that event is waived by any regulation; or

(b)	a failure to meet the minimum funding standard under section 412 of the Code or section 302 of

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(a)	UPC, LGEF, UPC Holding, UPC Broadband and UPC Broadband Operations B.V. (previously called UPC Operations B.V.);

(b)	UPC, LGEF, UPC Holding and UGC Europe Services B.V. (previously called UPC Services B.V.);

(c)	UPC, LGEF, UPC Holding, UPC Broadband and UPC Broadband Holding Services B.V. (previously called UPC Holding Services B.V.); and

(d)	UPC, LGEF, UPC Holding, UPC Broadband and UPC Services Ltd.

(a)	in relation to LIBOR, the British Bankers Association Interest Settlement Rate for the relevant currency and period; and

(b)	in relation to EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period,

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(a)	the documents listed in Schedule 7 (Security Documents); and

(b)

such other security documents as may from time to time be entered into in favour of any Beneficiary pursuant to any of the Finance Documents (including without limitation any other Obligor Pledge of Shareholder Loans or Pledge of Subordinated Shareholder Loans, any security document referred to in Clause 16.22 (UPC Broadband Pledged Account), Clause 16.23 (Share security) or Clause 16.25 (Further security over receivables) and any security document provided to the Security Agent in connection with the accession of an Additional Obligor pursuant to Clause 26.4 (Additional Obligors) and Part 2 of Schedule 2 (Conditions Precedent Documents) or otherwise.

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(a)	UnitedGlobalCom, Inc. a corporation incorporated in the State of Delaware, United States and, as of the Signing Date, having its business office at 4643 South Ulster Street, Suite 1300, Denver, Colorado 80237 U.S.A.; and

(b)	if the entity referred to in (a) above:

(i)	consolidates with or merges with any other person or persons; or

(ii)	directly or indirectly, sells, leases, conveys or transfers all or substantially all of its assets to any other person or persons,

(a)	UGCE Inc.;

(b)	any other company of which UPC Broadband is a Subsidiary and which is a Subsidiary of UGCE Inc.; and

(c)	UPC Holding II.

(a)	UGC Europe Inc. a company organised under the laws of the State of Delaware; and

(b)	if the entity referred to in (a) above:

(i)	consolidates with or merges with any other person or persons; or

(ii)	directly or indirectly, sells, leases, conveys or transfers all or substantially all of its assets to any other person or persons,

(a)

any corporation, association or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50 per cent. of the total ordinary voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof (or persons performing similar functions); or

(b)	any partnership, joint venture limited liability company or similar entity of which more than 50 per cent. of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, is, in the case of clauses (a) and (b), at the time owned or controlled, directly indirectly, by:

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(i)	UGCE Inc;

(ii)	UGCE Inc. and one or more UGCE Inc. Subsidiaries; or

(iii)	one or more UGCE Inc. Subsidiaries.

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1.4	Construction

(a)	In this Agreement, unless the contrary intention appears, a reference to:

(i)

a document being in the agreed form means a document (A) in a form previously agreed in writing by or on behalf of the Facility Agent and UPC Broadband, or (B) in a form substantially as set out in any Schedule to any Finance Document, or (C) (if not falling within (A) or (B) above) in form and substance satisfactory to the Lenders and initialled by or on behalf of the Facility Agent and UPC Broadband for the purposes of identification;

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(A)	a provision of a law is a reference to that provision as amended, re-enacted or extended;

(B)	a Clause or a Schedule is a reference to a clause of or a schedule to this Agreement;

(C)	a person includes its successors, transferees and assigns;

(D)

(or to any specified provision of) this Agreement or any other document shall be construed, save where expressly provided to the contrary in this Agreement, as a reference to this Agreement, that provision or that document as in force for the time being and as from time to time amended in accordance with its terms, or, as the case may be, with the agreement of the relevant parties and (where such consent is, by the terms of this Agreement or the relevant document, required to be obtained as a condition to such amendment being permitted) the prior written consent of the Facility Agent, all of the Lenders or the Majority Lenders (as the case may be);

(E)	other than in the definition of EURIBOR in Clause 1.1 (Definitions), a time of day is a reference to London time; and

(F)	words importing the plural include the singular and vice versa.

(b)	Unless the contrary intention appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

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(c)	The index to and the headings in this Agreement are for convenience only and are to be ignored in construing this Agreement.

(d)	Unless expressly provided to the contrary in a Finance Document, a person who is not a party to a Finance Document may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

(e)	Notwithstanding any term of any Finance Document, the consent of any third party is not required for any variation (including any release or compromise of any liability under) or termination of that Finance Document.

1.5	Existing Facility Agreement

(a)

Unless expressly stated to the contrary, and subject to paragraph (b), references in any of the Finance Documents to the Existing Finance Documents and to terms defined in, and provisions of, any of the Existing Finance Documents, shall be references to the relevant Existing Finance Document and such terms and provisions as at the Effective Date, as the same may be amended with the prior written approval of the Facility Agent (acting on the instructions of the Majority Lenders) from time to time.

(b)	References in any of the Finance Documents to any Finance Party (as defined in the Existing Facility Agreement) shall include such Finance Party's permitted successors, transferees or assigns from time to time.

2.	THE FACILITIES

2.2	[Intentionally left blank]

2.3	Additional Facilities

(a)

Any person may, subject to the terms of this Agreement, become a Lender by delivering to the Facility Agent an Additional Facility Accession Agreement in each case duly completed and executed by that person, , UPC Broadband and, if the Additional Facility is to be granted to an Additional Borrower, the relevant Additional Borrower. If, on the date the Additional Facility Accession Agreement becomes effective, it is a requirement under Dutch law that a Lender needs to be qualified as a Professional Market Party, such Lender must make the declaration and representation set out in paragraph 4 of the Additional Facility Accession Agreement. That person shall become a Lender on the date specified in the Additional Facility Accession Agreement.

(b)	Upon the relevant person becoming a Lender, the Total Commitments shall be increased by the amount set out in the relevant Additional Facility Accession Agreement as that Lender's Additional Facility Commitment.

(c)	Each Lender will grant to the relevant Borrower a term loan facility in the amount specified in the relevant Additional Facility Accession Agreement in euros, US Dollars or an Additional Currency (as applicable) during the Additional Facility Availability Period specified in the Additional Facility Accession Agreement, subject to the terms of this Agreement.

(d)

The execution by UPC Broadband and the relevant Borrower of an Additional Facility Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 14 (Guarantee) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Lender's Commitment and shall be owed to each Finance Party including the relevant Lender.

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2.4	Overall facility limits

(a)	The aggregate amount of all outstanding Advances under an Additional Facility shall not at any time exceed the relevant Total Additional Facility Commitments for that Additional Facility.

(b)	The aggregate amount of the participations of a Lender in Advances under an Additional Facility shall not at any time exceed that Lender's Additional Facility Commitment for that Additional Facility at that time.

2.5	Number of Requests and Advances

(a)	No more than one Request may be made under each Additional Facility unless an Additional Facility Accession Agreement specifies otherwise, in which case the maximum number of requests for Advances under that Additional Facility will be as set out in that Additional Facility Accession Agreement.

(b)	Unless the Facility Agent agrees otherwise, no more than five Advances may be outstanding at any one time under each Additional Facility (other than Additional Facilities that can be redrawn) and no more than ten Advances may be outstanding at any one time under each Additional Facility that can be redrawn.

2.6	Nature of a Finance Party's rights and obligations

(a)	The obligations of a Finance Party under the Finance Documents are several. Failure of a Finance Party to carry out those obligations does not relieve any other Party of its obligations under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b)	The rights of a Finance Party under the Finance Documents are divided rights. A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce those rights.

(c)

Each of the Obligors and each of the Finance Parties agrees that the Security Agent shall be the joint and several creditor (hoofdelijk crediteur) of each and every obligation of any Obligor towards each of the Finance Parties under any Finance Document, and that accordingly the Security Agent will have its own independent claim as creditor and not as agent against each Obligor to demand performance by the relevant Obligor of those obligations. However, any discharge of any such obligation to either of the Security Agent or the relevant Finance Party shall, to the same extent, discharge the corresponding obligation owing to the other.

(d)

Without limiting or affecting the Security Agent's rights against any Obligor (whether under this paragraph or under any other provision of the Finance Documents), the Security Agent agrees with each other Finance Party (on a several and divided basis) that, subject as set out in the next sentence, it will not exercise its rights as a joint and several creditor with a Finance Party except with the prior written consent of the relevant Finance Party. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Agent's right to act in the protection or preservation of rights under or to enforce any Security Document or the Security Deed as contemplated by the Finance Documents (or to do any act reasonably incidental to any of the foregoing).

2.7	UPC Broadband as Obligors' agent

(a)	irrevocably authorises and instructs UPC Broadband to give and receive as agent on its behalf all notices (including Requests) and sign all documents in connection with the Finance Documents

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(b)	confirms that it will be bound by any action taken by UPC Broadband under or in connection with the Finance Documents.

2.8	Actions of UPC Broadband as Obligors' agent

(a)	any irregularity (or purported irregularity) in any act done by or any failure (or purported failure) by UPC Broadband;

(b)	UPC Broadband acting (or purporting to act) in any respect outside any authority conferred upon it by any Obligor; or

(c)	the failure (or purported failure) by or inability (or purported inability) of UPC Broadband to inform any Obligor of receipt by it of any notification under this Agreement or any other Finance Document.

3.	PURPOSE

3.2	Purpose

3.3	Lender's declarations and representations as Professional Market Party

(a)	Each Lender under an Additional Facility made available to a Dutch Borrower makes the following declarations and representations to those relevant Dutch Borrowers:

(i)	it is a Professional Market Party; and

(ii)	it acknowledges that as a consequence it has no benefit from the (creditor) protection under the Dutch Banking Act for non-Professional Market Parties.

(b)	Each declaration and representation set out in paragraph (a) above is made by each relevant Lender on the 2006 Amendment Effective Date and on each date that this Agreement is amended, restated or supplemented.

(c)

If on the date on which a Dutch Borrower accedes to this Agreement, it is a requirement under Dutch law that a Lender needs to be qualified as a Professional Market Party in respect of Advances to be made to that Dutch Borrower, each then current Lender under an Existing Facility or an Additional Facility to which that Dutch Borrower is a Borrower shall make the declaration and representation set out under paragraph (a) above to such Dutch Borrower.

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3.4	No monitoring

4.	CONDITIONS PRECEDENT

4.2	Documentary conditions precedent

(a)

This Agreement will take effect on the day falling no less than five Business Days after the Signing Date (the Effective Date) on which the Facility Agent notifies UPC Broadband and the Lenders that it has received written confirmation from the Existing Facility Agents that the conditions precedent in Clause 2(b) of the amendment and restatement agreement dated on or about the date of this Agreement between, inter alia, UPC Broadband and the Existing Facility Agents amending and restating the Existing Facility Agreement have been either satisfied or waived and that such agreement is effective.

(b)	No Borrower may draw an Advance under this Agreement until the Facility Agent has notified UPC Broadband and the Lenders that it has received all of the documents set out in Part 1 of Schedule 2 (Conditions Precedent Documents) in form and substance satisfactory to the Facility Agent.

(c)	The Facility Agent will confirm to UPC Broadband and to the Existing Facility Agents that it has received the documents referred to in paragraph (b) above as soon as practicable upon receiving all of them in form and substance satisfactory to it.

4.3	Further conditions precedent

(a)	on the date of the Request for that Advance and on the proposed Utilisation Date the representations and warranties in Clause 15 (Representations and Warranties) to be repeated on those dates are and will be immediately after the relevant Advance is drawn down correct in all material respects;

(b)	on the date of the Request for that Advance and on the proposed Utilisation Date no Default is outstanding or would result from the proposed Advance;

(c)	on the date of the Request for that Advance and on the proposed Utilisation Date no Change of Control has occurred where the event has not been waived by the Majority Lenders; and

(d)	the relevant Borrower confirms to the Facility Agent in the Request that the proceeds of such Advance are only to be applied in accordance with Clause 3.1 (Purpose) and specifies the relevant purpose of the proposed Advance in such Request.

4.4	Pro forma covenant compliance

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4.5	Deferred Acquisition Costs

(a)	where the Acquisition Cost of the acquisition was greater than ε100,000,000 and no more than ε150,000,000, a certificate signed by two managing directors or the sole managing director, as the case may be, of UPC Broadband and certifying; or

(b)	where the Acquisition Cost of the acquisition was greater than ε150,000,000, financial projections based on assumptions which are no more aggressive (when taken as a whole) than those used in the preparation of the Business Plan which demonstrate,

5.	ADVANCES

5.2	Delivery of Request

5.3	Form of Request

(a)	the relevant Facility and the corresponding Utilisation Date which shall be a Business Day falling during the relevant Additional Facility Availability Period;

(b)	the currency of the proposed Advance (which must be euros, US Dollars or an Additional Currency (in each case as specified in the relevant Additional Facility Accession Agreement));

(c)	the principal amount of the proposed Advance which:

(i)	for an Advance denominated in euros, shall be a minimum amount of ε10,000,000;

(ii)	for an Advance denominated in US Dollars, shall be a minimum amount of US

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(iii)	for an Advance denominated in any Additional Currency, shall be a minimum amount equivalent to €10,000,000 (in each case using the Agent's Spot Rate of Exchange on the date of receipt by the Agent of the Request and rounded up to the nearest million units in the relevant Additional Currency);

(d)	the Interest Period of the Advance, which must be a period complying with Clause 8 (Interest); and

(e)	unless previously notified to the Facility Agent in writing and not revoked the details of the bank and account to which the proceeds of the proposed Advance are to be made available, which must comply with Clause 9 (Payments).

5.4	Notification to the Lenders

5.5	Participations in Advances

(a)

Subject to the terms of this Agreement, each Lender shall, on the date specified in any Request for an Advance, make available to the Facility Agent for the account of the relevant Borrower the amount of its participation in that Advance. All such amounts shall be made available to the Facility Agent in accordance with Clause 9.2 (Funds) for disbursement to or to the order of the relevant Borrower in accordance with the provisions of this Agreement.

(b)	The amount of a Lender's participation in an Advance will be the proportion (applied to the amount set out in the Request) which its relevant Additional Facility Commitment bears to the relevant Total Additional Facility Commitments.

(c)	Advances denominated in euro will only be made available in the euro unit.

6.	REPAYMENT

6.1	Repayment of Advances

(a)	Each Borrower must repay the Advances made to it in accordance with the provisions of the relevant Additional Facility Accession Agreement, which shall provide, subject to paragraph (b) below, for repayment of the relevant Additional Facility to be made:

(i)	in full on the relevant Final Maturity Date; or

(ii)	by payment of instalments (each a Repayment Instalment) on any date or dates up to and including the relevant Final Maturity Date. Each Repayment Instalment shall be in the amount and on the date or dates set out in or calculated in accordance with the relevant Additional Facility Accession Agreement.

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(b)	(i)    The aggregate Original Euro Amount of each:

(A)	Repayment Instalment; and

(B)	amount of any Facility A Advances (as defined in the Existing Facility Agreement) repaid or prepaid pursuant to clause 6.1(a) (Repayment of Advances) of the Existing Facility Agreement,

(ii)	(iii)    the cumulative amount in euros set out in column (2) below opposite the current repayment date set out in column (1) below which immediately precedes that Relevant Date, minus

(A)	the aggregate Original Euro Amount of each amount referred to in paragraphs (b)(i)(A) and (b)(i)(B) above repaid or prepaid on any date during the period from 2 December 2004 to (but excluding) that Relevant Date.

6.2	Notification

7.	CANCELLATION AND PREPAYMENT

7.1	Automatic Cancellation of the Commitments

7.2	Voluntary cancellation

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7.3	Voluntary prepayment

(a)	UPC Broadband may, by delivering to the Facility Agent a duly completed Cancellation Notice not less than five Business Days prior to the due date of prepayment, prepay the whole or any part, (but if in part in an aggregate minimum Original Euro Amount of ε10,000,000) of the outstanding Advances made to a Borrower under any Additional Facility.

(b)	Any voluntary prepayment made under paragraph (a) above will be applied against the Additional Facilities in such proportion as may be specified by UPC Broadband in the notice of prepayment and:

(i)	(in the case of any Additional Facility which may be redrawn following prepayment) against all outstanding Advances under such Additional Facility pro rata or against such Advances as UPC Broadband may designate in the Cancellation Notice; and

(ii)	(in the case of any other Additional Facility) against all the outstanding Advances made under the relevant Additional Facility pro rata (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband).

7.4	Change of Control

(a)	If:

(i)	UGC ceases:

(A)	directly or indirectly to own more than 50 per cent. of the issued share capital of UGCE Inc.; and

(B)	to Control UGCE Inc.; or

(ii)

UGCE Inc. does not or ceases to own, directly or indirectly through one or more of its Subsidiaries or other persons Controlled by it, the legal and beneficial interest in more than 50 per cent. of the voting and economic rights attaching to the issued share capital of, or otherwise ceases to Control, UPC Broadband Holdco, (except as a result of a merger or consolidation of UPC Broadband Holdco with or into a Shareholder, provided that such merger or consolidation is in accordance with paragraph (b) below); or

(iii)

in accordance with the terms of any share pledge in favour of the Security Agent over the issued share capital of UPC Broadband Holdco and UPC Holding II, UPC Broadband Holdco does not or ceases to own directly (or indirectly through one or more of its Subsidiaries or other persons Controlled by it, subject to such Subsidiary or person complying with Clause 26.4(a) (Additional Obligors)) the legal and beneficial interest in 100 per cent. of the issued share capital of UPC Broadband and UPC Holding II or otherwise ceases to Control UPC Broadband and UPC Holding II; or

(iv)	in accordance with the terms of the share pledges in favour of the Security Agent over the issued share capital of each of the Obligors (other than UPC Broadband Holdco, UPC Holding II, UPC Financing and UPC Broadband), UPC Broadband does not or ceases to own directly or indirectly through one or more of its Subsidiaries or other persons Controlled by it, the legal and beneficial

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(v)	UPC Broadband Holdco and UPC Holding II do not or cease to own, in accordance with the terms of the pledge referred to in paragraph 2 of Schedule 7 (Security Documents), the legal and beneficial interest in 100 per cent. of the partnership interests and economic rights attaching to the partnership interests of, or otherwise ceases to Control, UPC Financing,

(A)	UPC Broadband shall promptly notify the Facility Agent upon becoming aware of a Change of Control; and

(B)

if the Majority Lenders so require, the Facility Agent shall, by not less than 20 Business Days' notice to UPC Broadband, cancel each Additional Facility and declare all outstanding Advances, together with accrued interest and all other relevant amounts accrued under the Finance Documents immediately due and payable, whereupon each Additional Facility will be cancelled and all such outstanding amounts will become immediately due and payable.

(b)	UPC Broadband Holdco shall not enter into a merger or consolidation with or into a Shareholder (the resulting entity being the UPC Merged Entity) unless:

(i)	reasonable details of the proposed merger concerning the matters set out in paragraphs (ii) and (iii) below are provided to the Facility Agent at least 10 days before the merger is to be entered into;

(ii)	the UPC Merged Entity will be liable for the obligations of UPC Broadband Holdco (including the obligations under the Finance Documents), which obligations will continue in full force and effect after the merger, and entitled to the benefit of all rights of UPC Broadband Holdco; and

(iii)

the UPC Merged Entity has entered into Security Documents (if applicable) which provide security over the same assets of at least an equivalent nature and ranking to the security provided by UPC Broadband Holdco pursuant to any Security Documents entered into by it and such Security Documents are the legal, valid and binding obligations of the UPC Merged Entity enforceable in accordance with their terms subject (to the extent applicable) to substantially similar qualifications to those made in the legal opinions referred to in Schedule 2 (Conditions Precedent Documents).

7.5	Mandatory prepayment from Excess Cash Flow and Relevant Convertible Preference Shares

(a)

Subject to paragraph (b) below and Clause 7.7 (Date for prepayment), within 10 Business Days of the delivery of the Borrower Group's audited consolidated financial statements which relate to any financial year of the Borrower Group (starting with the annual Accounting Period ending 31 December 2004) under Clause 16.2 (Financial information) the Borrowers (unless otherwise agreed in writing by the Facility Agent acting on the instructions of the Majority Lenders) shall prepay, or procure that there is prepaid, an amount of the Facilities equal to 50 per cent. of the Excess Cash Flow for such financial year.

(b)	The Borrowers shall not be required to make any prepayments under (a) above:

(i)	after the date on which the Facility Agent receives financial statements delivered under Clause

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(ii)	if the amount of Excess Cash Flow in respect of the relevant financial year is less than ε5,000,000.

(c)

Subject to paragraph (d) below and Clause 7.7 (Date for prepayment) UPC Broadband shall, within ten Business Days of receipt by or for the account of a member of the UGCE Borrower Group of the proceeds of an issue of Relevant Convertible Preference Shares, prepay or procure that there is prepaid an amount of the Facilities equal to 40 per cent. of the balance of the proceeds of the Relevant Convertible Preference Shares. Such amount shall be applied pro rata against all outstanding Advances in accordance with Clause 7.8 (Order of application).

(d)	UPC Broadband shall not be required to make any prepayments under paragraph (c) above provided that the most recently delivered financial statements provided to the Facility Agent under Clause 16.2(b) (Financial information) show that, for the two most recent Ratio Periods, the applicable ratio for the purposes of Clause 17.2(a) (Financial ratios) is 3.5:1 or less.

7.6	Mandatory prepayment from disposal proceeds

(a)

Other than as provided in paragraphs (b) and (c) below, on a Permitted Disposal (other than a disposal in accordance with paragraphs (b)(i) to (xiii) of Clause 16.10 (Disposals)), the Borrowers shall immediately prepay, or procure that there is prepaid, an amount of the Additional Facilities equal to four times Annualised EBITDA (calculated in accordance with Clause 16.10(c) (Disposals)) of the person or asset that is being disposed of for the Ratio Period which ends on the most recent quarterly Accounting Period end date for which financial information has been delivered to the Facility Agent under Clause 16.2 (Financial information). Such amount shall be applied against the Additional Facilities in accordance with Clause 7.8 (Order of application).

(b)	No prepayment in accordance with paragraph (a) above is required where the amount of any such prepayment would be less than €100,000,000.

(c)

The Facility Agent may, with the approval of the Majority Lenders, waive the requirement for the Borrowers to make a prepayment in accordance with paragraph (a). Notwithstanding any such waiver, the Borrowers shall in any event be required to prepay an amount of the Additional Facilities to ensure that the financial ratios set out in Clause 17.2 (Financial ratios) for the Latest Ratio Period (as defined in Clause 16.10(b)(xiv) (Disposals)) in respect of the relevant disposal would not be breached if such financial ratios were tested for that Latest Ratio Period taking into account (on a pro forma basis) all disposals made since the last day of that Latest Ratio Period and the amount of such prepayment.

7.7	Date for prepayment

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7.8	Order of application

(a)	The amount of each prepayment of the Facilities made under Clauses 7.5(a) and (c) (Mandatory prepayment from Excess Cash Flow and Relevant Convertible Preference Shares) shall be applied, subject to any requirements described in this Agreement first to apply amounts in prepayment of the Existing Facilities:

(i)	first pro rata between outstanding Advances other than Advances that can be prepaid and re-borrowed (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband); and

(ii)	second against outstanding Advances that can be repaid or voluntarily prepaid and re-borrowed, pro rata between such outstanding Advances,

(b)

The amount of each prepayment of the Additional Facilities made under Clause 7.6 (Mandatory prepayment from disposal proceeds) shall be applied against the Additional Facilities in such proportion as may be specified to the Facility Agent by UPC Broadband not less than two Business Days before the date on which the prepayment is due to be made and against all the outstanding Advances made under the relevant Additional Facility pro rata (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband).

(c)	If UPC Broadband does not give a notice to the Facility Agent specifying how amounts are to be applied in prepayment under Clause 7.6 (Mandatory prepayment from disposal proceeds) within the time period specified in paragraph (b) above, the amount of the relevant prepayment shall be applied in accordance with paragraph (a) above.

7.9	Right of prepayment and cancellation in relation to a single Lender

(a)	If:

(i)	any sum payable to any Lender by a Borrower is required to be increased under Clause 10.2(c) (Tax gross-up); or

(ii)	any Lender claims indemnification from a Borrower under Clause 10.3 (Tax indemnity) or Clause 12.1 (Increased Costs),

(b)	On receipt of a notice referred to in paragraph (a) above, the Additional Facility Commitment of that Lender shall each immediately be reduced to zero.

(c)	On the last day of each Interest Period which ends after a Borrower has given notice under paragraph (a)

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(d)	Prepayments made pursuant to this Clause 7.9 shall be applied against the outstanding Advances and the outstanding Repayment Instalments (if applicable) pro rata.

7.10	Miscellaneous provisions

(a)	Any Cancellation Notice delivered under this Agreement is irrevocable. The Facility Agent shall notify the Lenders promptly of receipt of any such notice.

(b)	All prepayments under this Agreement shall be made together with accrued interest on the amount prepaid and any other amounts due under this Agreement in respect of that prepayment and, subject to Clause 23.4 (Break Costs), without premium or penalty.

(c)	No prepayment or cancellation is permitted except in accordance with the express terms of this Agreement.

(d)	The amount of an Advance prepaid by UPC Broadband in accordance with Clause 7.3 (Voluntary prepayment) may, if specified in the relevant Additional Facility Accession Agreement, be re-borrowed in accordance with the terms of this Agreement. No other amount prepaid under this Agreement may subsequently be re-borrowed.

(e)	No amount of any Additional Facility Commitment cancelled under this Agreement may subsequently be reinstated.

(f)	Any prepayment in part of any Advance shall be applied against the participations of the Lenders in that Advance pro rata.

8.	INTEREST

8.1	Interest rate

(a)	the applicable Margin; and

(b)	(i)    LIBOR (in the case of an Advance denominated in US Dollars or an Additional Currency); or

(ii)	EURIBOR (in the case of an Advance denominated in euros); and

(c)	the Mandatory Costs.

8.2	Selection of Interest Periods

(a)	The Interest Period of each Advance will be the period selected in the Request for that Advance and each subsequent Interest Period will be the period selected by the Borrower by notice (a Selection Notice) to the Facility Agent received not later than the third Business Day before the end of the then current Interest Period.

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(b)

Each Interest Period shall be one month, two, three or six months or in any case such other period not exceeding six months as the relevant Borrower and the Facility Agent (acting on the instructions of all the Lenders) may agree from time to time. Each Interest Period for an Advance will commence on its Utilisation Date or in the case of each subsequent Interest Period the expiry of its preceding Interest Period.

8.3	Non-Business Days

8.4	Further Adjustments to Interest Periods

8.5	Other adjustments

8.6	Notification

8.7	Due dates

8.8	Default interest

(a)

If an Obligor fails to pay any amount payable by it under the Finance Documents, it shall forthwith on demand by the Facility Agent pay interest on the overdue amount from the due date up to the date of actual payment, both before and after judgment, at a rate (the default rate) determined by the Facility Agent to be two per cent. per annum above the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted an Advance at the Margin applicable to a new Advance if it had been drawn down at such time in the currency of the Unpaid Sum for such successive Interest Periods of such duration (not being more than three months) as the Facility Agent may determine, having regard to the likely duration of the default (a Designated Term).

(b)	The default rate will be determined on each Business Day or the first day of, or two Business Days before the first day of, the relevant Designated Term, as appropriate.

(c)	Default interest will be compounded at the end of each Designated Term.

8.9	Notification of rates of interest

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9.	PAYMENTS

9.1	Place of Payment

9.2	Funds

9.3	Distribution

(a)

Each payment received by the Facility Agent under this Agreement for another Party shall, except as set out in paragraph (d) below and subject to paragraphs (b) and (c) below, be made available by the Facility Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such bank in the principal financial centre of the country of the relevant currency (or, in the case of euros, in the principal financial centre of such of the Participating Member States or London) as it may notify to the Facility Agent for this purpose by not less than five Business Days' prior notice.

(b)	The Facility Agent may apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor under this Agreement in the same currency on such date or in or towards the purchase of any amount of any currency to be so applied.

(c)

Where a sum is to be paid under this Agreement to the Facility Agent for the account of another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum. The Facility Agent may, however, assume that the sum has been paid to it in accordance with this Agreement and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available but the Facility Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand refund the corresponding amount to the Facility Agent together with interest on that amount from the date of payment to the date of receipt, calculated at a rate reasonably determined by the Facility Agent to reflect its cost of funds.

(d)	Subject to paragraph (c) above, in the case of a Mid-Interest Period Transfer, the Facility Agent shall:

(i)	make any interest payable in respect of the principal amount that is assigned, transferred or novated under a Mid-Interest Period Transfer, that accrues on and prior to the date on which the Mid-Interest Period Transfer becomes effective, available to the Existing Lender; and

(ii)	make any interest payable in respect of the principal amount that is assigned, transferred or novated as a Mid-Interest Period Transfer, that accrues after the date on which the Mid-Interest Period Transfer becomes effective, available to the New Lender,

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9.4	Currency

(a)	A repayment or prepayment of an Advance is payable in the currency in which the Advance is denominated.

(b)	All interest is payable in the currency in which the relevant amount in respect of which it is payable is denominated.

(c)	Amounts payable in respect of costs, expenses, Taxes and the like are payable in the currency in which they are incurred.

(d)	Any other amount payable under this Agreement is, except as otherwise provided in this Agreement, payable in euros.

9.5	Set-off and counterclaim

9.6	Non-Business Days

(a)	If a payment under this Agreement is due on a day which is not a Business Day, the due date for that payment shall instead be the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b)	During any extension of the due date for payment of any principal under this Agreement interest is payable on the principal at the rate payable on the original due date.

9.7	Partial payments

(a)	Subject to the Security Deed, if the Facility Agent receives a payment insufficient to discharge all the amounts then due and payable by an Obligor under this Agreement, the Facility Agent shall apply that payment towards the obligations of the Obligors under this Agreement in the following order:

(i)	first, in or towards payment pro rata of any unpaid costs, fees and expenses of the Facility Agent under this Agreement;

(ii)	secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Fees);

(iii)	thirdly, in or towards payment to the Lenders pro rata of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rata) and commitment fees due but unpaid under this Agreement;

(iv)	fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this Agreement; and

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(v)	fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b)	Subject to the Security Deed, the Facility Agent shall, if so directed by all of the Lenders, vary the order set out in subparagraphs (a)(ii) to (v) above. The Facility Agent shall notify UPC Broadband of any such variation.

(c)	Paragraphs (a) and (b) above shall override any appropriation made by any Obligor.

10.	TAX GROSS-UP AND INDEMNITIES

10.1	Definitions

(a)	In this Clause 10:

(b)	In this Clause 10 a reference to determines or determined means a determination made in the absolute discretion of the person making the determination.

10.2	Tax gross-up

(a)	Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b)	UPC Broadband or a Lender shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. If the Facility Agent receives such notification from a Lender it shall notify UPC Broadband and that Obligor.

(c)	Subject to Clause 10.5 (U.S. Taxes), if a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)	If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum

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(e)

Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(f)	A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate and use its reasonable efforts to complete any procedural formalities and provide any information, in each case on a timely basis, necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction (or with a reduced rate of such Tax Deduction).

10.3	Tax indemnity

(a)	The Obligors shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party.

(b)	Paragraph (a) above shall not apply with respect to any Tax assessed on a Finance Party:

(i)	under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(ii)	under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction,

(c)	A Protected Party making or intending to make a claim pursuant to paragraph (a) above shall promptly notify the Facility Agent in writing of the event which will give, or has given, rise to the claim, including details of the nature of the Tax due or paid by that Protected Party, following which the Facility Agent shall promptly provide such information to UPC Broadband.

(d)	A Protected Party shall, on receiving a payment from an Obligor under this Clause 10.3, notify the Facility Agent.

10.4	Tax Credit

(a)	If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(i)	a Tax Credit is attributable to that Tax Payment; and

(ii)	that Finance Party has obtained, utilised and retained that Tax Credit,

(b)	No provision of this Agreement shall:

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(i)

interfere with the right of any Finance Party to arrange its tax or any other affairs in whatever manner it thinks fit or oblige any Finance Party to claim any credit, relief, remission or repayment in respect of any payment of Tax in priority to any other credit, relief, remission or repayment available to it, except that the Finance Party's sole reason (acting in good faith) for not claiming or for deferring such credit, relief, remission or repayment shall not be its obligation to make a payment under this Clause 10.4; or

(ii)	oblige any Finance Party to disclose any information relating to its Tax or other affairs or any computations in respect thereof.

10.5	U.S. Taxes

(a)

in the case of a Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code), such Lender has not provided the Borrower with two accurate and complete original signed copies of (i) U.S. Internal Revenue Service Form W-8BEN (relating to such Lender and claiming a complete exemption from withholding under an income tax treaty (or successor form) or (ii) U.S. Internal Revenue Service Form W-8ECI (or successor form) certifying, in each case, to such Lender's entitlement as of such date to a complete exemption from United States withholding with respect to all amounts payable pursuant to the Finance Documents;

(b)

after the date such Lender becomes a Party to this Agreement, when a lapse in time or change in circumstances renders the previous certification of such Lender made pursuant to Clause 10.5(a) above obsolete or inaccurate, such Lender has not delivered to UPC Broadband two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to the benefit of any income tax treaty), as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to amounts payable pursuant to the Finance Documents; or

(c)	such Lender is subject to such Tax by reason of any connection between the jurisdiction imposing such Tax and the Lender or its Facility Office other than a connection arising solely from this Agreement or any transaction contemplated hereby.

10.6	Value added tax

(a)	All consideration payable under a Finance Document by an Obligor to a Finance Party shall be deemed to be exclusive of any VAT. If VAT is chargeable, the Obligor shall, following delivery of a VAT invoice, pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT.

(b)	Where a Finance Document requires an Obligor to reimburse a Finance Party for any costs or expenses, that Obligor shall also at the same time pay and indemnify that Finance Party against all VAT incurred by that Finance Party in respect of the costs or expenses save to the extent that that Finance Party is entitled to repayment or credit in respect of the VAT.

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11.	MARKET DISRUPTION

11.1	Absence of quotations

11.2	Market disruption

(a)	If a Market Disruption Event occurs in relation to an Advance for any Interest Period, then the rate of interest on each Lender's share of that Advance for the Interest Period shall be the rate per annum which is the sum of:

(i)	the Margin;

(ii)	the rate notified to the Facility Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Advance from whatever source it may reasonably select; and

(iii)	the Mandatory Cost.

(b)	In this Agreement Market Disruption Event means:

(i)	at or about noon on the Rate Fixing Day for the relevant Term or Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Facility Agent to determine LIBOR or, if applicable, EURIBOR for the relevant currency and period; or

(ii)

before close of business in London on the Rate Fixing Day for the relevant Interest Period, the Facility Agent receives notifications from a Lender or Lenders (whose participations in an Advance aggregate not less than one‑third of that Advance) that the cost to it of obtaining matching deposits in the London Interbank Market or, as the case may be, the European Interbank Market would be in excess of LIBOR or, if applicable, EURIBOR.

11.3	Alternative basis of interest or funding

(a)	If a Market Disruption Event occurs and the Facility Agent or UPC Broadband so requires, the Facility Agent and UPC Broadband shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

(b)	Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and UPC Broadband, be binding on all Parties.

11.4	Revocation of currency

(a)	it is impracticable for the Lender to fund its participation in an Advance in US Dollars or an Additional Currency (as applicable) during that Interest Period in the ordinary course of business

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(b)	the use of US Dollars or an Additional Currency (as applicable) might contravene any law or regulation,

(i)	UPC Broadband and the Lenders may agree that the drawdown will not be made; or

(ii)	in the absence of agreement:

(A)	that Lender's participation in the Advance (or, if more than one Lender is similarly affected, those Lender's participations in the Advance) shall be treated as a separate Advance denominated in euros during the relevant Interest Period;

(B)	in the definitions of LIBOR or, as applicable, EURIBOR, (insofar as it applies to that Advance) in Clause 1.1 (Definitions):

I.	there shall be substituted for the time "11.00 a.m." the time "1.00 p.m."; and

II.	paragraph (c) of the relevant definition shall apply.

12.	INCREASED COSTS

12.1	Increased Costs

(a)

Subject to Clause 12.3 (Exceptions) the Borrowers shall, within three Business Days of a demand by the Facility Agent, pay to the Facility Agent for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Holding Companies as a result of (i) the introduction of or any change in (or in the interpretation or application of) any law or regulation after the Signing Date or (ii) compliance with any law or regulation made after the Signing Date.

(b)	In this Agreement Increased Costs means:

(i)	a reduction in the rate of return from the Facilities or on a Finance Party's (or any of its Holding Companies') overall capital;

(ii)	an additional or increased cost; or

(iii)	a reduction of any amount due and payable under any Finance Document,

12.2	Increased cost claims

(a)	A Finance Party intending to make a claim pursuant to Clause 12.1 (Increased Costs) as soon as is reasonably practicable after that Finance Party becomes aware that circumstances have arisen which entitle it to make

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(b)	Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Costs.

12.3	Exceptions

(a)	Clause 12.1 (Increased Costs) does not apply to the extent any Increased Cost is:

(i)	attributable to a Tax Deduction required by law to be made by an Obligor;

(ii)	compensated for by Clause 10.3 (Tax indemnity) (or would have been compensated for under Clause 10.3 (Tax indemnity) but was not so compensated solely because one of the exclusions in Clause 10.3(b) (Tax indemnity) applied);

(iii)	compensated for by the payment of the Mandatory Cost; or

(iv)	attributable to the wilful breach by the relevant Finance Party or any of its Holding Companies of any law or regulation.

(b)	In this Clause 12.3, a reference to a Tax Deduction has the same meaning given to the term in Clause 10.1 (Definitions).

13.	ILLEGALITY AND MITIGATION

13.1	Illegality

(a)	that Lender shall promptly notify the Facility Agent upon becoming aware of the same;

(b)	upon the Facility Agent notifying UPC Broadband, the Commitment of that Lender will be immediately cancelled; and

(c)

if the Facility Agent on behalf of such Lender requires, the relevant Borrower or Borrowers shall repay that Lender's participation in any Advance made to that Borrower on the last day of the Interest Period for each Advance occurring after the Facility Agent has notified UPC Broadband or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law).

13.2	Mitigation

(a)

Each Finance Party shall, in consultation with UPC Broadband, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount (including without limitation, VAT) becoming payable under, or cancelled pursuant to, any of Clause 10 (Tax Gross-up and Indemnities), Clause 12 (Increased Costs) or Clause 13.1 (Illegality) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

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(b)	Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

13.3	Limitation of Liability

(a)	The Borrowers shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 13.2 (Mitigation).

(b)	A Finance Party is not obliged to take any steps under Clause 13.2 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

14.	GUARANTEE

14.1	Guarantee and indemnity

(a)	guarantees to each Finance Party and the Security Agent on behalf of the Beneficiaries punctual performance by each Borrower and each High Yield Hedging Counterparty of all their respective obligations under the Guaranteed Documents;

(b)	undertakes with each Finance Party and the Security Agent on behalf of the Beneficiaries that whenever a Borrower or a High Yield Hedging Counterparty does not pay any amount when due under or in connection with any Guaranteed Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

(c)

indemnifies each Finance Party and the Security Agent on behalf of the Beneficiaries immediately on demand against any cost, loss or liability suffered by that Finance Party or Beneficiary if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party or Beneficiary would otherwise have been entitled to recover.

14.2	Continuing guarantee

14.3	Reinstatement

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(a)	the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

(b)	each Beneficiary shall be entitled to recover the value or amount of that security or payment from each Obligor, as if the payment, discharge, avoidance or reduction had not occurred.

14.4	Waiver of defences

(a)	any time, waiver or consent granted to, or composition with, any Obligor or any High Yield Hedging Counterparty or other person;

(b)	the release of any other Obligor or any High Yield Hedging Counterparty or any other person under the terms of any composition or arrangement with any creditor of any member of the Borrower Group or any High Yield Hedging Counterparty;

(c)

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or any High Yield Hedging Counterparty or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d)	any incapacity or lack of power, authority or legal personality of, or dissolution or change in, the members or status of an Obligor or a High Yield Hedging Counterparty or any other person;

(e)	any amendment (however fundamental) or replacement of a Guaranteed Document or any other document or security;

(f)	any unenforceability, illegality or invalidity of any obligation of any person under any Guaranteed Document or any other document or security; or

(g)	any insolvency or similar proceedings.

14.5	Immediate recourse

14.6	Appropriations

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(a)	refrain from applying or enforcing any other moneys, security or rights held or received by that Beneficiary (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b)	hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor's liability under this Clause 14.

14.7	Deferral of Guarantors' rights

(a)	exercise its rights of subrogation, reimbursement and indemnity against any other Obligor or High Yield Hedging Counterparty or any other person liable; or

(b)	demand or accept any security to be executed in respect of any of its obligations under this guarantee or any other indebtedness now or hereafter due to such Guarantor from any other member of the Borrower Group or any High Yield Hedging Counterparty or from any other person liable; or

(c)	take any step or enforce any right against any Obligor or any High Yield Hedging Counterparty or any other person liable in respect of any obligations and liabilities expressed to be guaranteed by the Guarantors pursuant to this Clause 14; or

(d)

exercise any right of set off or counterclaim against any other Obligor or any High Yield Hedging Counterparty or any other person liable or claim or prove or vote as a creditor in competition with any of the Beneficiaries in the bankruptcy, liquidation, administration or other insolvency proceeding of any other Obligor or any High Yield Hedging Counterparty or any other person liable or have the benefit of, or share in, any payment from or composition with, any other Obligor or any High Yield Hedging Counterparty or any other person liable or any other security document now or hereafter held by any of the Beneficiaries for the obligations and liabilities expressed to be guaranteed by the Guarantors pursuant to this Clause 14 or for the obligations or liabilities of any other person liable, but so that, if so directed by the Facility Agent, it will prove for the whole or any part of its claim in the liquidation of any other Obligor or any High Yield Hedging Counterparty, as the case may be, on terms that the benefit of such proof and of all money received by it in respect thereof shall immediately be transferred to an account to be designated by the Security Agent for the Beneficiaries and applied in or towards discharge of the obligations and liabilities expressed to be guaranteed by the Guarantors pursuant to this Clause 14 in accordance with the Security Deed.

14.8	Additional security

14.9	Limitation

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15.	REPRESENTATIONS AND WARRANTIES

15.1	Representations and warranties

(a)	Subject to paragraph (b), each Obligor makes the representations and warranties set out in this Clause 15, in respect of itself and (where applicable) its Subsidiaries which are members of the Borrower Group, other than:

(i)	Clauses 15.9 (Accounts), 15.10 (Financial condition) and 15.14 (Business Plan) Clause 15.15(b) (Tax liabilities) and 15.25 (Dutch Banking Act), which shall only be made by UPC Broadband;

(ii)	Clause 15.24 (UPC Financing), which shall only be made by UPC Financing,

(b)

UPC Broadband Holdco does not make the representations and warranties set out in Clauses 15.6(b) or (c) (Consents), 15.7 (Material Contracts), 15.9 (Accounts), 15.10 (Financial condition), 15.11 (Environmental), 15.13(a) (Litigation and insolvency proceedings), 15.15(a) (Tax liabilities), 15.16 (Ownership of assets), 15.17 (Intellectual Property Rights), 15.19 (Borrower Group structure) and 15.24 (UPC Financing).

15.2	Status

(a)	It is a corporation, duly incorporated and validly existing under the laws of its place of incorporation and, in the case of UPC Financing only, it is a Delaware general partnership duly formed and wholly existing under the laws of its place of formation.

(b)	It has the power to own its assets and carry on its business as it is being conducted.

15.3	Powers and authority

(a)	to enter into and comply with all obligations expressed on its part under the Finance Documents; and

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(b)	(in the case of a Borrower) to borrow under this Agreement; and

(c)	(in the case of a Guarantor) to give the guarantee in Clause 14 (Guarantee),

15.4	Legal validity

(a)

Each Finance Document to which it is or will be a party constitutes, or when executed in accordance with its terms will constitute, its legal, valid and binding obligations enforceable, subject to any relevant reservations or qualifications as to matters of law contained in any legal opinion referred to in paragraph 3 of Part 1 of Schedule 2 (Conditions Precedent Documents) or (as applicable) paragraph 12 of Part 2 of Schedule 2 (Conditions Precedent Documents), in accordance with its terms.

(b)

The choice of English law as the governing law of the Finance Documents and its irrevocable submission to the jurisdiction of the courts of England in respect of any proceedings relating to the Finance Documents (in each case other than any Finance Document which is expressly to be governed by a law other than English law) will be recognised and enforced in its jurisdiction of incorporation, subject to any relevant reservation or qualification as to matters of law contained in any legal opinion referred to in paragraph (a) above.

(c)	Any judgment obtained in England in relation to a Finance Document (in each case other than any Security Document which is expressly to be governed by a law other than English law) will be recognised and enforced in its jurisdiction of incorporation, subject to any relevant reservation or qualification as to matters of law contained in any legal opinion referred to in paragraph (a) above.

15.5	Non-violation

(a)	in any material respect, any law or regulation or official judgment or decree applicable to it;

(b)	in any material respect, its constitutional documents; or

(c)	any agreement or instrument to which it is a party or binding on any of its assets or binding upon any other member of the Borrower Group or any other member of the Borrower Group's assets, where such violation would or is reasonably likely to have a Material Adverse Effect.

15.6	Consents

(a)

Subject to any relevant reservations or qualifications contained in any legal opinion referred to in Clause 15.4(a) (Legal validity) above, all material and necessary authorisations, registrations, consents, approvals, licences (other than the Licences), and filings required by it in connection with the execution, validity or enforceability of the Finance Documents to which it is a party and performance of the transactions contemplated by the Finance Documents have been obtained (or, if applicable, will be obtained within the required time period) and are validly existing.

(b)	The Licences are in full force and effect and each member of the Borrower Group is in compliance in all material respects with all provisions thereof such that the Licences are not the subject of any pending or,

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(c)

All the Necessary Authorisations are in full force and effect, each member of the Borrower Group is in compliance in all material respects with all provisions thereof and the Necessary Authorisations are not the subject of any pending or, to the best of its knowledge, threatened attack or revocation by any competent authority except, in each case, to the extent that any lack of effect, non-compliance or attack or revocation of a Necessary Authorisation would not have or be reasonably likely to have a Material Adverse Effect.

15.7	Material Contracts

(a)	Each Material Contract to which any member of the Borrower Group is a party constitutes, or will when executed constitute, the legal, valid and binding obligation of such member, subject to the application of any relevant insolvency, bankruptcy or similar laws or other laws affecting the interests of creditors generally, enforceable against it in accordance with its terms.

(b)

No member of the Borrower Group is in breach of any of its material obligations under any Material Contract to which such member is a party, nor (to the best of its knowledge and belief), is any other party thereto, in each case in such a manner or to such an extent as would or is reasonably likely to have a Material Adverse Effect. To the best of its knowledge and belief there is no material dispute between any member of the Borrower Group and any other party to a Material Contract and there have been no amendments to any Material Contract in the form provided to the Facility Agent prior to the date of this Agreement which would or is reasonably likely to have a Material Adverse Effect.

15.8	No default

(a)	No Event of Default has occurred and is continuing or will result from the making of any Advance.

(b)	None of it or any other member of the Borrower Group is in default under any law, regulation or agreement to which it is subject, except for a default which will not have or be reasonably likely to have a Material Adverse Effect.

15.9	Accounts

(a)	present a true and fair view of (in the case of audited financial statements) or fairly present (in the case of unaudited financial statements) its financial position and the consolidated financial position of the Borrower Group respectively as at the date to which they were drawn up; and

(b)	have been prepared in all material respects in accordance with GAAP (except that such consolidated financial statements do not include all consolidated Subsidiaries to the extent they are Unrestricted Subsidiaries).

15.10	Financial condition

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15.11	Environmental

(a)

It and each other member of the Borrower Group (i) have obtained all requisite Environmental Licences required for the carrying on of its business as currently conducted and (ii) have at all times complied with the terms and conditions of such Environmental Licences and (iii) have at all times complied with all other applicable Environmental Law, which in each such case, if not obtained or complied with, would or is reasonably likely to have a Material Adverse Effect.

(b)	There is no Environmental Claim in existence, pending or, to the best of its knowledge, threatened, against it which is reasonably likely to be decided against it and which, if so decided, would or is reasonably likely to have a Material Adverse Effect.

(c)

So far as it is aware, no Dangerous Substance has been used, disposed of, generated, stored, transported, dumped, released, deposited, buried or emitted at, on, from or under any premises (whether or not owned, leased, occupied or controlled by it or any member of the Borrower Group and including any offsite waste management or disposal location utilised by it or any member of the Borrower Group) in circumstances where this would be reasonably likely to result in a liability on it which would or is reasonably likely to have a Material Adverse Effect.

15.12	Security Interests

15.13	Litigation and insolvency proceedings

(a)

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency have been started against any member of the Borrower Group and, to its knowledge, no such proceedings are threatened, where in any such case, there is a reasonable likelihood of an adverse outcome to any member of the Borrower Group where that outcome is of a nature which would or is reasonably likely to have a Material Adverse Effect.

(b)	None of the circumstances referred to in Clause 18.7 (Insolvency proceedings) are pending or, to its knowledge, threatened against it or any member of the Borrower Group which is a Material Subsidiary.

15.14	Business Plan

(a)	the factual information relating to the Borrower Group contained in the Business Plan is accurate in all material respects;

(b)	all UPC Broadband's projections and forecasts contained in the Business Plan were based on and arrived at after due and careful consideration and have been prepared by UPC Broadband on the basis of assumptions that UPC Broadband believed were reasonable as of the date of the projections;

(c)	there are no material facts or circumstances which have not been disclosed to the Lenders in writing prior to the date of the Business Plan and which would make any material factual information referred to in (a) above untrue, inaccurate or misleading in any material respect as at the date of the Business Plan, or any such opinions, projections, or assumptions referred to in (b) above

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15.15	Tax liabilities

(a)

No claims are being asserted against it or any member of the Borrower Group with respect to Taxes which are reasonably likely to be determined adversely to it or to such member and which, if so adversely determined, would or is reasonably likely to have a Material Adverse Effect. It is not materially overdue in the filing of any Tax returns required to be filed by it (where such late filing might result in any material fine or penalty on it) and it has paid within any period required by law all Taxes shown to be due on any Tax returns required to be filed by it or on any assessments made against it (other than Tax liabilities being contested by it in good faith and where it has made adequate reserves for such liabilities or where such overdue filing, or non-payment, or a claim for payment, of which in each such case would not have or be reasonably likely to have a Material Adverse Effect).

(b)	Each Obligor (other than UPC Financing) is part of the same fiscal unity for Dutch corporate income tax purposes. UPC Financing is transparent for Dutch corporate income tax purposes and all of the partners in UPC Financing are part of the fiscal unity for Dutch corporate income tax purposes as all of the other Obligors.

15.16	Ownership of assets

15.17	Intellectual Property Rights

(a)

It (and each member of the Borrower Group) owns or has the legal right to use all the Intellectual Property Rights which are required for the conduct of the business of the Borrower Group as a whole from time to time or are required by it (or such member) in order for it to carry on such business as it is then being conducted, except where the failure to do so would not have or be reasonably likely to have a Material Adverse Effect. As far as it is aware it does not (nor does any member of the Borrower Group), in carrying on its business, infringe any Intellectual Property Rights of any third party in any way which would or is reasonably likely to have a Material Adverse Effect.

(b)	None of the Intellectual Property Rights owned by any member of the Borrower Group is, to its knowledge, being infringed nor, to its knowledge, is there any threatened infringement of those Intellectual Property Rights, by any third party which, in either case, would or is reasonably likely to have a Material Adverse Effect.

(c)	All registered Intellectual Property Rights owned by it (or any member of the Borrower Group) are subsisting and all actions (including payment of all fees) required to maintain the same in full force and effect have been taken except where the absence of such rights or the failure to take any such action would not have or be reasonably likely to have a Material Adverse Effect.

15.18	Works councils

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15.19	Borrower Group structure

15.20	ERISA

15.21	United States Regulations

(a)	a holding company as defined in the United States Public Utility Holding Company Act of 1935 or subject to regulation thereunder;

(b)	a public utility as defined in the United States Federal Power Act of 1920; or subject to regulation thereunder;

(c)	required to be registered as an investment company as defined in the United States Investment Company Act of 1940 or subject to regulation thereunder; or

(d)	subject to regulation under any United States Federal or State law or regulation that limits its ability to incur or guarantee indebtedness.

15.22	Anti-Terrorism Laws

(a)	is, or is controlled by, a Designated Party;

(b)	has received funds or other property from a Designated Party; or

(c)	is in material breach of or is the subject of any action or investigation under any Anti-Terrorism Law

15.23	Margin stock

(a)	(In the case of the Borrowers only) the proceeds of the Facilities have been and will be used only for the purposes described in Clause 3 (Purpose).

(b)	Neither it nor any member of the Borrower Group is engaged principally in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations U and X of the Board of Governors of the United States Federal Reserve System), and no portion of any Advance

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15.24	UPC Financing

15.25	Dutch Banking Act

15.26	Investment Company Act

15.27	Public Utility Holding Company Act and Federal Power Act

15.28	Times for making representations and warranties

(a)

The representations and warranties set out in this Clause 15 (Representations and Warranties) are made by each Obligor on the Signing Date (except for Clause 15.25 (Dutch Banking Act) which shall be made on the Effective Date) and (except for Clauses 15.6(a) (Consents), 15.10 (Financial condition), 15.12 (Security Interests), 15.13(b) (Litigation and insolvency proceedings), 15.14 (Business Plan), 15.15 (Tax liabilities), 15.16 (Ownership of assets), 15.18 (Works councils), 15.19 (Borrower Group structure), 15.20 (ERISA), 15.24 (UPC Financing) and 15.25 (Dutch Banking Act)) are deemed to be made again by each relevant Obligor on the date of each Request, the first day of each Interest Period and on each Utilisation Date with reference to the facts and circumstances then existing.

(b)

The representations and warranties set out in this Clause 15 (Representations and Warranties) (except Clauses 15.9 (Accounts), 15.10 (Financial condition), 15.14 (Business Plan), 15.19 (Borrower Group structure) and 15.24 (UPC Financing)) are repeated by each Additional Obligor with respect to itself on the date of the Obligor Accession Agreement relating to that Additional Obligor, with reference to the facts and circumstances then subsisting.

(c)	The representation and warranty made by UPC Broadband in Clause 15.14 (Business Plan) will be deemed to be repeated on the date any updated Business Plan is delivered to the Facility Agent by UPC Broadband, but only in respect of that updated Business Plan, by reference to the facts and circumstances existing on the relevant date.

16.	UNDERTAKINGS

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16.1	Duration

16.2	Financial information

(a)	as soon as the same are available (and in any event within 150 days of the end of each of its financial years) audited consolidated financial statements of UPC Broadband Holdco for that financial year;

(b)

as soon as the same are available (and, in any event, (in the case of its first three financial quarters in any financial year) within 60 days of the end of each of its financial quarters and (in the case of its fourth financial quarter in each financial year) within 150 days of the end of each such financial quarter), unaudited quarterly consolidated management accounts of UPC Broadband Holdco for that financial quarter in the agreed form;

(c)	by no later than 60 days after the last day of each of its financial years, an annual budget for the Distribution Business of the Borrower Group in the agreed form for the immediately following financial year;

(d)	together with any financial statements specified in paragraphs (a) or (b) above, a certificate signed by a director of UPC Broadband:

(i)	confirming that no Default is outstanding or if a Default is outstanding, specifying the Default and the steps, if any, being taken to remedy it;

(ii)	setting out in reasonable detail computations establishing, as at the date of such financial statements, whether each of the financial ratios set out in Clause 17 (Financial Covenants) were complied with;

(iii)

(in the case of financial statements specified in paragraph (a) above, starting with the annual financial statements for 31 December 2004) setting out in reasonable detail computations establishing the Excess Cash Flow (if any) for the financial year to which such financial statements were delivered for the purposes of Clause 7.5 (Mandatory prepayment from Excess Cash Flow and Relevant Convertible Preference Shares);

(iv)	certifying current compliance with the Borrowers' obligations under Clause 7.6(a) (Mandatory prepayment from disposal proceeds); and

(v)	certifying compliance with Clause 16.11(a) (Acquisitions and mergers);

(e)

as soon as the same is available (and in any event within 90 days after each of its financial quarters) the consolidated financial statements of UGC. for that financial quarter on Form 10Q as filed with the United States Securities and Exchange Commission (the Commission) or such other comparable form as UGC. is required to file with the Commission under the United States Securities Exchange Act of 1934 (the 1934 Act) or, if UGC. is no longer subject to the reporting requirements of the 1934 Act, in the form required to be filed with the regulatory body comparable to the Commission then having jurisdiction over UGC.;

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(f)

as soon as the same is available (and in any event within 180 days after each of its financial years) the audited consolidated financial statements of UGC. for that financial year on Form 10K as filed with the Commission or such other comparable form as UGC. is required to file with the Commission under the 1934 Act or, if UGC. is no longer subject to the reporting requirements of the 1934 Act, in the form required to be filed with the regulatory body comparable to the Commission then having jurisdiction over UGC.;

(g)

together with the financial statements and accounts referred to in paragraphs (a) and (b), a reconciliation demonstrating the effect of excluding from such financial statements or accounts the results of any business or activity other than the Distribution Business of the Borrower Group, provided that non-Distribution Business Assets need not be so excluded (and the reconciliation need not apply to such assets) unless they are subject to any Security Interest referred to in paragraph (i) of the definition of Permitted Security Interest or any other form of recourse as contemplated by Clause 16.12(b)(xii) (Restrictions on Financial Indebtedness); and

(h)	details of the principal terms (including without limitation, details of the notional amount, the termination date and applicable rates) of any Senior Hedging Agreements or High Yield Hedging Agreements to which any member of the Borrower Group is a party within five Business Days of any Senior Hedging Agreement or High Yield Hedging Agreement being entered into.

16.3	Information - Miscellaneous

(a)	all notices, reports or other documents despatched by or on behalf of any Obligor to its creditors generally in relation to it or any of its Subsidiaries;

(b)	a copy of any material report or other notice, statement or circular, sent or delivered by any member of the Borrower Group whose shares are pledged to the Security Agent pursuant to any Security Document to any person in its capacity as shareholder of such member of the Borrower Group, which materially adversely affects the interest of the Finance Parties under such Security Document;

(c)	such other material information regarding the Borrower Group and which is in the possession or control of any member of the Borrower Group as the Facility Agent may from time to time reasonably request; and

(d)	written notification of:

(i)	the Priority Pledge becoming enforceable;

(ii)	any breach by Priority Telecom N.V. of its obligations set out in the Priority Pledge; and

(iii)	any breach of the Sale and Purchase Agreements.

(a)	UPC Broadband agrees promptly after (and in any event within five Business Days of) receiving notice from the Facility Agent to do so, to take all necessary action to:

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(i)	if the Priority Pledge becomes enforceable, enforce the Priority Pledge;

(ii)	if Priority Telecom N.V. has breached its obligations set out in the Priority Pledge in any material respect enforce its rights in respect of any such breaches by Priority Telecom N.V. of its obligations under the Priority Pledge; and

(iii)	if any party to the Sale and Purchase Agreements is in default under any one or more of the Sale and Purchase Agreements in any material respect, enforce its rights in respect of such default.

(b)	UPC Broadband undertakes to keep the Lenders informed and to take such action in connection with the enforcement of the Priority Pledge or its rights under the Priority Pledge or any of the Sale and Purchase Agreements (as the case may be) as may be requested by the Facility Agent (acting on the instructions of the Majority Lenders).

(c)	UPC Broadband undertakes not to agree to any amendment, variation, supplement or waiver of the Priority Pledge or the Sale and Purchase Agreements

16.4	Notification of Default and inspection rights

(a)	Each Obligor shall notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of it (unless that Obligor is aware that such a notification has already been provided by another Obligor).

(b)

Each Obligor (other than UPC Broadband Holdco) shall, if required by the Facility Agent (acting on the instructions of the Majority Lenders), at any time whilst an Event of Default is continuing or the Facility Agent has reasonable grounds to believe that an Event of Default may exist and at other times if the Facility Agent has reasonable grounds for such request, permit representatives of the Facility Agent upon reasonable prior written notice to UPC Broadband to:

(i)	visit and inspect the properties of any member of the Borrower Group during normal business hours;

(ii)	inspect its books and records other than records which the relevant member of the Borrower Group is prohibited by law, regulation or contract from disclosing to the Facility Agent; and

(iii)

discuss with its principal officers and Auditors its business, assets, liabilities, financial position, results of operations and business prospects provided that (A) any such discussion with the Auditors shall only be on the basis of the audited financial statements of the Borrower Group and any compliance certificates issued by the Auditors and (B) representatives of UPC Broadband shall be entitled to be present at any such discussion with the Auditors.

(c)	Any Obligor must promptly upon becoming aware of it notify the Facility Agent of:

(i)	any Reportable Event;

(ii)	the termination of or withdrawal from, or any circumstances reasonably likely to result in the termination of or withdrawal from, any Plan subject to Title IV of ERISA; and

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(iii)	material non-compliance with any law or regulation relating to any Plan which would or is reasonably likely to have a Material Adverse Effect.

16.5	Authorisations

(a)	obtain or cause to be obtained, maintain and comply with the terms of:

(i)	every material consent, authorisation, licence or approval of, or filing or registration with or declaration to, governmental or public bodies or authorities or courts; and

(ii)	every material notarisation, filing, recording, registration or enrolment in any court or public office,

(b)

obtain or cause to be obtained every Necessary Authorisation and the Licences and ensure that (i) none of the Necessary Authorisations or Licences is revoked, cancelled, suspended, withdrawn, terminated, expires and is not renewed or otherwise ceases to be in full force and effect and (ii) no Necessary Authorisation or Licence is modified and no member of the Borrower Group commits any breach of the terms or conditions of any Necessary Authorisation or Licence which, in each case, would or is reasonably likely to have a Material Adverse Effect.

16.6	Pari passu ranking

16.7	Negative pledge

(a)

Each Obligor (other than UPC Broadband Holdco) will not permit any Security Interest (other than the Permitted Security Interests) by any member of the Borrower Group to subsist, arise or be created or extended over all or any part of their respective present or future undertakings, assets, rights or revenues to secure or prefer any present or future indebtedness of any member of the Borrower Group or any other person.

(b)	UPC Broadband Holdco will not create or permit to subsist any Security Interest over its assets which are subject to the Security Documents to which it is a party (other than any Permitted Security Interest referred to in paragraphs (a), (b), (d), (e) or (g) of the definition of Permitted Security Interest).

(c)	(i)    UPC Broadband will procure that none of LGEF, UPC, UGCE Inc. or any other member of the UGCE Borrower Group (each a Relevant Company) will create or permit to subsist any Security Interest (other than an Agreed Security Interest) over all or part of that Relevant Company's present or future undertakings, assets, rights or revenues.

(ii)	For the purposes of subparagraph (c)(i) above:

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(a)	any liens arising in the ordinary course of business by way of contract which secure indebtedness under any agreement for the supply of goods or services in respect of which payment is not deferred for more than 180 days (or 360 days if such deferral is in accordance with the terms pursuant to which the relevant goods were acquired or services were provided);

(b)	any Security Interest imposed by any taxation or governmental authority in respect of amounts which are being contested in good faith and not yet payable and for which adequate reserves have been set aside in the accounts of the Relevant Company in respect of the same in accordance with GAAP;

(c)	any Security Interest in favour of any bank incurred in relation to any cash management arrangements;

(d)	rights of set-off arising in the ordinary course of business;

(e)	any Security Interest granted by a Relevant Company over its shareholding in any of its Subsidiaries which is not itself a Relevant Company;

(f)

any Security Interest granted by a Relevant Company under any Existing Security Documents provided that, (other than in the case of the Security Interests referred to in paragraph (a) of the definition of Existing Security Documents) at the same time that such Security Interest is granted, the Relevant Company grants an identical Security Interest over the same assets to the Beneficiaries and under the terms of the Intercreditor Agreement, such Security Interest ranks pari passu with the Security Interest(s) arising under the corresponding Security Document which purports to create a Security Interest over the same property, assets or rights provided that any such Existing Security Document will be in the same form as the corresponding Security Document (save for changes directly attributable to the identity of the parties and the loan amounts);

(g)	any Security Interest granted by a Relevant Party to secure any Third Party Debt permitted under Clause 16.12(d) (Restrictions on Financial Indebtedness); and

(h)	any Security Interest not falling within subparagraphs (a) to (g) above securing any indebtedness which, when aggregated with all other indebtedness secured by that Relevant Company and each other Relevant Company, does not exceed ε15,000,000 (or its equivalent).

16.8	Permitted Business

(a)	Each Obligor will ensure that it and its Subsidiaries which are members of the Borrower Group (other than any Relevant Eastern European Subsidiary) engage:

(i)	in no material activity outside the Permitted Business; and/or

(ii)	in the business of acting as the holder of shares and/or interests in other members of the Borrower Group (which shall include the raising of Permitted Financial Indebtedness and the on-lending of such Financial Indebtedness to its Subsidiaries in accordance with the provisions of this Agreement and the entry into of hedging arrangements on behalf of its Subsidiaries).

(b)	The Borrowers will ensure that UPC Financing will engage primarily in the business of a finance company for and in respect of the Borrower Group in connection with the Existing Facilities and the transactions

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16.9	Compliance with laws

16.10	Disposals

(a)

Each Obligor (other than UPC Broadband Holdco) will not and will procure that no other member of the Borrower Group (other than a Relevant Eastern European Subsidiary) will, sell, transfer, lend (subject to Clause 16.14 (Loans and guarantees)) or otherwise dispose of or cease to exercise direct control over (each a disposal) any part of its present or future undertaking, assets, rights or revenues whether by one or a series of transactions related or not (other than Permitted Disposals).

(b)	As used herein a Permitted Disposal means:

(i)	disposals (including, for the avoidance of doubt, the outsourcing of activities that support or are incidental to the Permitted Business) on arm's length commercial terms in the ordinary course of business;

(ii)	the disposal of property or other assets on bona fide arm's length commercial terms in the ordinary course of business in consideration for, or to the extent that the net proceeds of disposal are applied within 120 days after such disposal in the acquisition of, property or other assets of a similar nature and approximately equal value to be used in the Permitted Business;

(iii)	disposals of assets on bona fide arm's length commercial terms where such assets are obsolete or no longer required for the purposes of the Permitted Business;

(iv)	the application of cash in payments which are not otherwise restricted by the terms of this Agreement and the Security Documents including, for the avoidance of doubt, Permitted Acquisitions and Permitted Payments;

(v)	disposals (or the payment of management, consultancy or similar fees):

(A)	by an Obligor to another Obligor; or

(B)	from a member of the Borrower Group which is not an Obligor, to any member of the Borrower Group; or

(C)	from an Obligor to another member of the Borrower Group which is not an Obligor;

(vi)	disposals of any interest in an Unrestricted Subsidiary;

(vii)	disposals made in connection with Approved Stock Options;

(viii)	disposals of undertakings, assets, rights or revenues comprising interests in the share capital of persons not holding or engaged in the Distribution Business of the Borrower Group or other undertakings, assets, rights or revenues not constituting part of the Distribution Business of the

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(ix)	payment, transfer or other disposal of consideration for any Acquisition, merger or consolidation permitted by Clause 16.11 (Acquisitions and mergers);

(x)	disposals of cash or cash equivalents constituting any distribution, dividend, transfer, loan or other transaction permitted by Clause 16.13 (Restricted Payments);

(xi)	the grant of indefeasible rights of use or equivalent arrangements with respect to network capacity, communications, fibre capacity or conduit, in each case on arm's length commercial terms or on terms that are fair and reasonable and in the best interests of the Borrower Group;

(xii)	disposal of any interest (whether direct or indirect) held by Polska Holdco in Fox Kids Inc., Telewizja Korporacja Partycypacyjana SA and/or @media S.p.zoo.

(A)

undertakings, assets, rights and revenues comprising interests in the share capital of any person engaged solely in the competitive local exchange carrier (CLEC) business, including without limitation, the business of providing traditional voice and data services and services based on Transmission Control Protocol/Internet Protocol (TCP/IP) technology and other undertakings, assets, rights or revenues constituting a part of such businesses; and

(B)

undertakings, assets, rights and revenues comprising interests in the share capital of any person engaged solely in the business of television and radio programming, including without limitation, the business or creating and distributing special interest television channels, radio programmes, pay per view programmes and near video on demand services and other undertakings, assets, rights or revenues constituting a part of such businesses;

(xiii)	the disposal by UPC Scandinavia Holding B.V. of:

(A)	the shares in UPC Norge A.S. and/or NBS Nordic Broadband Services A.B.; or

(B)	the business or a substantial part of the business of UPC Norge A.S. and/or NBS Nordic Broadband Services A.B.,

(xiv)	any disposal made after the 2006 Amendment Effective Date (in addition to those described in sub paragraphs (i) to (xiii) above) of any person or asset the Annualised EBITDA of or attributable to which does not exceed the Remaining Percentage of the Annualised EBITDA of the Borrower Group for the Latest Ratio Period Provided that:

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(A)	no Default has occurred and is continuing or would occur as a result of such disposal;

(B)	where required, a prepayment is made in accordance with Clause 7.6(a) (Mandatory prepayment from disposal proceeds) in respect of such disposal; and

(C)	UPC Broadband delivers to the Facility Agent a certificate signed by two managing directors or the sole managing director of UPC Broadband which certifies that, if the financial ratios set out in Clause 17.2 (Financial ratios) were re-calculated for the Latest Ratio Period but adjusting the:

I.

amount of Senior Debt and Total Debt used in such calculations by adding any net increase in Senior Debt or Total Debt (respectively) of the Borrower Group since the end of the Latest Ratio Period or subtracting any net reduction in the Senior Debt or Total Debt (respectively) of the Borrower Group since the end of the Latest Ratio Period and any such reduction which will occur from a prepayment of a Facility made under Clause 7.3 (Voluntary prepayment) or Clause 7.6(a) (Mandatory prepayment from disposal proceeds) of this Agreement from the proceeds of such disposal; and

II.	Annualised EBITDA of the Borrower Group used in such calculations by subtracting the Annualised EBITDA attributable to persons or assets disposed of since the end of the Latest Ratio Period and the Annualised EBITDA attributable to the person or asset the subject of such disposal, in each case for the Latest Ratio Period,

(c)	The Remaining Percentage is:

(i)	the greater of (A) 17.5% and (B) the percentage of the Annualised EBITDA of the Borrower Group represented by the Annualised EBITDA of the French Group for the Latest Ratio Period;

(ii)	less the aggregate percentage value of all previous disposals made after the 2006 Amendment Effective Date; and

(iii)	plus the aggregate percentage value of all Reinvestments made after the 2006 Amendment Effective Date,

(x)	the percentage of the Annualised EBITDA of the Borrower Group represented by the Annualised EBITDA of the person or asset disposed of can never be more than the Remaining Percentage immediately prior to such disposal;

(y)

the percentage value of a Reinvestment shall be disregarded if, immediately after and taking account of the Reinvestment under consideration, the Annualised EBITDA of the members of the Borrower Group which is derived from persons or assets located in Western Europe is less than 662/3 per cent. of the Annualised EBITDA of the Borrower Group (in each case for the Latest Ratio Period but taking into account each disposal and Reinvestment made after the date on which that

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(z)	the Remaining Percentage can never be more than 17.5%, except in respect of a disposal of the French Group.

(d)	For the purposes of paragraphs (b)(xiv) and (c) above:

(a)	in relation to a disposal, the percentage of the Annualised EBITDA of the Borrower Group for what was the Latest Ratio Period at the time of the disposal which is represented by the Annualised EBITDA of the person or asset disposed of (the EBITDA Percentage), after deducting a percentage equal to the EBITDA Percentage multiplied by the Proportion Repaid; and

(b)

in relation to a Reinvestment, the percentage of the Annualised EBITDA of the Borrower Group for what was the Latest Ratio Period at the time of the Reinvestment (but taking into account each disposal made by the Borrower Group after the last day of that Latest Ratio Period and prior to the date of the relevant Reinvestment) which is represented by the Annualised EBITDA of the person or asset acquired multiplied by the Proportion Reinvested,

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(e)	Except as otherwise expressly permitted in this Agreement or the relevant Security Document, UPC Broadband Holdco will not sell, transfer, lease or otherwise dispose of all or any part of its assets which are subject to a Security Document to which it is a party.

(f)

Any prepayment and cancellation or repayment made under subparagraph (b)(xiii) above will be applied against the Additional Facilities and/or the Existing Facilities in such proportion as may be specified by UPC Broadband in the notice of prepayment and cancellation or repayment and in the case of a prepayment and cancellation or repayment of Advances, against all outstanding Advances made under the relevant Additional Facilities pro rata (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband).

(g)

Subject to paragraph (h), each Lender may elect not to accept prepayment and cancellation of Advances under subparagraph (b)(xiii) above by notifying the Facility Agent in writing on or before 29 November 2005. In the event of such election, any amounts which would otherwise have been applied in prepayment and cancellation of the relevant Advances (the balance), shall be applied in prepayment and cancellation or repayment pro rata of any other outstanding Advances or Existing Facility Advances in accordance with paragraph (f) above (and paragraph (f) above and this paragraph (g) shall continue to be applied to any balance until it has been exhausted or until all Advances and Existing Facility Advances in respect of which the relevant Lenders or Existing Lenders have not elected not to accept prepayment and cancellation have been repaid or prepaid and cancelled in full).

(h)	Any election under paragraph (g) above not to accept prepayment and cancellation of an Advance will only apply in relation to disposals made under subparagraph (b)(xiii) above on or before 8 May 2006.

(i)	The amount of a Facility I Advance prepaid or repaid by UPC Broadband in accordance with subparagraph (b)(xiii) above may be re-borrowed in accordance with the terms of this Agreement.

16.11	Acquisitions and mergers

(a)	No Obligor (other than UPC Broadband Holdco) will, and each Obligor (other than UPC Broadband Holdco) will procure that none of its Subsidiaries which is a member of the Borrower Group will, make any Acquisition, other than:

(i)	any Acquisition approved in writing by the Majority Lenders;

(ii)	any Permitted Acquisition;

(iii)	any Permitted Joint Venture; or

(iv)	any Acquisition from any person which is a member of the Borrower Group or subscription of an interest in the share capital (or equivalent) in any person which is a member of the Borrower Group.

(b)	Each Obligor (other than UPC Broadband Holdco) will not merge or consolidate with any other company or person and will procure that no member of the Borrower Group will merge or consolidate with any other company or person (other than, in each case, in connection with the Romania Restructuring) save for:

(i)	Acquisitions permitted by paragraph (a) above and disposals permitted by Clause 16.10 (Disposals); or

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(ii)	with the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders); or

(iii)	mergers between any member of the Borrower Group with (I) any or all of the other members of the Borrower Group or (II) an Unrestricted Subsidiary (Original Entities), into one or more entities (each a Merged Entity) provided that:

(A)	reasonable details of the proposed merger in order to demonstrate satisfaction with subparagraphs (C) to (G) below are provided to the Facility Agent at least 10 days before the merger is to be entered into;

(B)

if the proposed merger is between a member of the Borrower Group and an Unrestricted Subsidiary, UPC Broadband has delivered to the Facility Agent financial projections based on assumptions which are no more aggressive than those used in the preparation of the Business Plan which demonstrate that the Borrower Group will be in compliance with the undertakings set out in Clause 17.2 (Financial ratios) for the period commencing on the date of merger and ending on the Final Maturity Date;

(C)	such Merged Entity will be a member of the Borrower Group and will be liable for the obligations of the relevant Original Entities (including the obligations under this Agreement and the Security Documents), which obligations remain unaffected by the merger, and entitled to the benefit of all rights of such Original Entities;

(D)

(if all or any part of the share capital of any of the relevant Original Entities was charged pursuant to a Security Document) the equivalent part of the issued share capital of such Merged Entity is charged pursuant to a Security Document on terms of at least an equivalent nature and equivalent ranking as any Security Document relating to the shares in each relevant Original Entity within 60 days of the merger;

(E)	such Merged Entity has entered into Security Documents (if applicable) within 60 days of the merger which provide security over the same assets of at least an equivalent nature and ranking to the security provided by the relevant Original Entities pursuant to any Security Documents entered into by them;

(F)	any possibility of the Security Documents referred to in subparagraphs (D) or (E) above being challenged or set aside is not materially greater than any such possibility in relation to the Security Documents entered into by, or in respect of the share capital of, any relevant Original Entity; and

(G)

all the property and other assets of the relevant Original Entities are vested in the Merged Entity and the Merged Entity has assumed all the rights and obligations of the relevant Original Entities under any relevant Material Contracts, material Necessary Authorisations and Licences and other licences or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favour of the Original Entities under Telecommunications and Cable Laws and/or all such rights and obligations have been transferred to the Merged Entity and/or the relevant Material Contracts, Necessary Authorisations and Licences and other licences or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favour of the Original Entities under Telecommunications and Cable Laws have been reissued to the Merged Entity,

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I.	both of which are not Obligors; and

II.	neither one of which is party to a Security Document, neither one of whose share capital is charged pursuant to a Security Document and neither one of whom owes any receivables to another member of the Borrower Group which are pledged pursuant to a Security Document.

16.12	Restrictions on Financial Indebtedness

(a)	Each Obligor (other than UPC Broadband Holdco) will not, and will procure that no other member of the Borrower Group (other than a Relevant Eastern European Subsidiary) will, create, incur or otherwise permit to be outstanding any Financial Indebtedness (other than Permitted Financial Indebtedness).

(b)	As used herein, Permitted Financial Indebtedness means, without duplication:

(i)	any Financial Indebtedness arising hereunder or under the Security Documents;

(ii)	any Financial Indebtedness arising under the Existing Facility;

(iii)	any Financial Indebtedness or guarantees permitted pursuant to Clause 16.14 (Loans and guarantees);

(iv)	any Financial Indebtedness incurred through a Subordinated Shareholder Loan made to any member of the Borrower Group;

(v)	any Financial Indebtedness of any member of the Borrower Group arising as a result of the issue by it or a financial institution of a surety or performance bond in relation to the performance by such member of the Borrower Group or its obligations under contracts entered into in the ordinary course of its business (other than for the purpose of raising finance);

(vi)	any Financial Indebtedness approved in writing by the Facility Agent (acting on the instructions of the Majority Lenders);

(vii)	any Financial Indebtedness incurred in connection with the Senior Hedging Agreements and any other hedging arrangements permitted by Clause 16.17 (Hedging);

(viii)	any deposits or prepayments constituting Financial Indebtedness received by any member of the Borrower Group from a customer or subscriber for its services;

(ix)	any Financial Indebtedness owing by any member of the Borrower Group being Management Fees or management, consultancy or similar fees payable to another member of the Borrower Group in respect of which payment has been deferred;

(x)	any Financial Indebtedness being Permitted Payments in respect of which payment has been deferred;

(xi)	any Financial Indebtedness of a company which is acquired by a member of the Borrower Group after the date hereof as an acquisition permitted by Clause 16.11 (Acquisitions and mergers) where

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(xii)

any Financial Indebtedness of any member of the Borrower Group, in respect of which the person or persons to whom such Financial Indebtedness is or may be owed has or have no recourse whatever to any member of the Borrower Group for any payment or repayment in respect thereof other than recourse to such member of the Borrower Group for the purpose only of enabling amounts to be claimed in respect of such Financial Indebtedness in an enforcement of any Security Interest given by any member of the Borrower Group over non-Distribution Business Assets, provided that:

(A)	the extent of such recourse to such member is limited solely to the amount of any recoveries made on any such enforcement;

(B)

such person or persons are not entitled, pursuant to the terms of any agreement evidencing any right or claim arising out of or in connection with such Financial Indebtedness, to commence proceedings for the winding up, dissolution or administration of any member of the Borrower Group (or proceedings having an equivalent effect) or to appoint or procure the appointment of any receiver, trustee or similar person or officer in respect of any member of the Borrower Group or any of its assets (save only for the non-Distribution Business Assets the subject of that Security Interest) until after the Commitments have been reduced to zero and all amounts outstanding under the Finance Documents have been repaid or paid in full; and

(C)	the aggregate outstanding amount of all such Financial Indebtedness of all members of the Borrower Group does not exceed ε100,000,000 (or its equivalent in other currencies);

(xiii)

any Financial Indebtedness of any member of the Borrower Group (other than any Obligor) constituting Financial Indebtedness to all the holders (or their Associated Companies) of the share capital of any such member of the Borrower Group on a basis that is substantially proportionate to their interests in such share capital (with any disproportionately large interest received by any member of the Borrower Group or any disproportionately small interest received by any person other than a member of the Borrower Group, in each case relative to its interests in such share capital, being ignored for this purpose), provided such Financial Indebtedness does not bear interest (other than by way of addition to its principal amount on a proportionate basis as described above) and is made on terms that repayment or pre-payment of such Financial Indebtedness shall only be made to each such holder (A) in proportion to their respective interests in such share capital (ignoring any disproportionately large interest held by any member of the Borrower Group or any disproportionately small interest received by any person other than a member of the Borrower Group, in each case relative to its interests in such share capital, for this purpose) and (B) only on and in connection with the liquidation or winding up (or equivalent) of such member of the Borrower Group;

(xiv)	any Financial Indebtedness arising under the Permitted Borrower Group Revolving Credit Facility or the Permitted Borrower Group Guarantee Facilities; and

(xv)	any other Financial Indebtedness in addition to the Financial Indebtedness falling within paragraphs (i) to (xiv) above not exceeding at any time more than ε25,000,000 in aggregate (or its equivalent) provided that such Financial Indebtedness is not indebtedness incurred in respect

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(c)

No Obligor will, and each Obligor will procure that none of its Subsidiaries which is a member of the Borrower Group will, incur or have outstanding any Financial Indebtedness due to or for the benefit of UPC or any Subsidiary of UPC (not being a member of the Borrower Group), other than Subordinated Shareholder Loans and any Permitted Financial Indebtedness referred to in Clause 16.12(b)(iv), (viii), (ix), (x) or (xii).

(d)	(i)    Subject to subparagraph (ii) below, UPC Broadband will ensure that no member of the UGCE Borrower Group will incur any Third Party Debt (other than any Third Party Debt subsisting prior to 28 September 2002) unless such Third Party Debt will not become due and payable until after 31 December 2011.

(ii)	Subparagraph (d)(i) above shall not apply if:

(A)	the most recently delivered financial statements provided to the Facility Agent under Clause 16.2(b) (Financial information) show that, for the two most recent Ratio Periods, the applicable ratio for the purposes of Clause 17.2(a) (Financial ratios) is 3.5:1 or less; or

(B)	the principal amount of such Third Party Debt, when aggregated with (I) any other Third Party Debt incurred by that member of the UGCE Borrower Group after 28 September 2002, and (II) any Third Party Debt incurred by any other member of the UGCE Borrower Group after 28 September 2002, is equal to or less than ε15,000,000.

16.13	Restricted Payments

(a)

Except for any payment or transfer of consideration for the transfer of shares or receivables to a member of the Borrower Group pursuant to the Restructuring, each Obligor (other than UPC Broadband Holdco) will not, and will procure that no member of the Borrower Group will, make any Restricted Payments other than Permitted Payments or enter into any transaction with a Restricted Person other than on bona fide arm's length commercial terms or on terms which are fair and reasonable and in the best interests of the Borrower Group.

(b)	As used herein, a Restricted Payment means, in each case whether in cash, securities, property or otherwise:

(i)	any direct or indirect distribution, dividend or other payment on account of any class of its share capital or capital stock or other securities;

(ii)	any payment of principal of, or interest on, any loan; or

(iii)	any transfer of assets, loan or other payment,

(c)	As used herein, a Permitted Payment means any distribution, dividend, transfer of assets, loan or other payment:

(i)	to any Restricted Person in relation to transactions carried out on bona fide arm's length commercial terms in the ordinary course of business or on terms which are fair and reasonable and in the best

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(ii)	by way of payment of Management Fees (A) which are paid on bona fide arm's length terms in the ordinary course of business to a Restricted Person or (B) of up to €15,000,000 in any financial year provided that, at the time of payment, no Default is outstanding or would occur as a result of such payment;

(iii)	by way of payment of principal or interest on Subordinated Shareholder Loans or by way of distributions, dividends or other payments paid by UPC Broadband in respect of its share capital provided that:

(A)	the applicable ratio for the purposes of Clause 17.2(a) (Financial ratios) is 4:1 or less prior to making the relevant payment and will be 4:1 or less after such payment has been made; and

(B)	no Default has occurred and is continuing or would occur as a result of such payment;

(iv)	by way of payment to any Restricted Person of consideration for an acquisition, merger or consolidation permitted by Clause 16.11 (Acquisitions and mergers);

(v)	by way of transfer to any Restricted Person of any non-Distribution Business Assets (as defined in Clause 16.10(b)(viii) (Disposals)) permitted in accordance with Clause 16.10(b)(viii) (Disposals); and

(vi)

by way of distributions, dividends or other payments paid by UPC Broadband in respect of its share capital or by way of repayment or payment by UPC Broadband or UPC Scandinavia Holding B.V. (as the case may be) in respect of a Subordinated Shareholder Loan (each an Applicable Payment) but only to the extent that (A) UPC Broadband or UPC Scandinavia Holding B.V. (as the case may be) makes the Applicable Payment from the proceeds of sale or a disposal by UPC Scandinavia Holding B.V. permitted by Clause 16.10(b)(xiii) (Disposals); and (B) the aggregate of all Applicable Payments is less than or equal to the Net Proceeds of the sale or disposal by UPC Scandinavia Holding B.V. permitted by Clause 16.10(b)(xiii) (Disposals) less the Scandinavia Repayment Amount (as defined in Clause 16.10(b)(xiii) (Disposals)) and provided that no Default has occurred and is continuing or would occur as a result of such payment.

(d)

The restriction contained in paragraph (a) on the payment by any member of the Borrower Group of Management Fees shall cease to apply during such period as the applicable ratio for the purposes of Clause 17.2(a) (Financial ratios) is 3.50:1 (or less), provided that no Management Fees may be paid by any member of the Borrower Group at any time after a Relevant Event has occurred or if a Relevant Event would result from such payment.

16.14	Loans and guarantees

(a)	loans from a member of the Borrower Group to another member of the Borrower Group, provided that no Obligor shall make a loan to any other member of the Borrower Group unless:

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(i)

such Obligor has first entered into an Obligor Pledge of Shareholder Loans which creates an effective pledge in favour of the Security Agent in relation to such loan and provided the Security Agent with such evidence as it may reasonably request as the power and authority of such Obligor to enter into such Obligor Pledge of Shareholder Loans and that such Obligor Pledge of Shareholder Loans constitutes valid and legally binding obligations of such Obligor enforceable in accordance with its terms subject (to the extent possible) to substantially similar qualifications to those made in the legal opinions referred to in Schedule 2 (Conditions Precedent Documents); and

(ii)	the relevant member of the Borrower Group to whom the shareholder loan is to be made has given a notification of pledge to the Security Agent in respect of such shareholder loans;

(b)	as permitted by Clause 16.12 (Restrictions on Financial Indebtedness);

(c)	normal trade credit in the ordinary course of business;

(d)	guarantees given:

(i)	by any Obligor in respect of the liabilities of another Obligor;

(ii)	by a member of the Borrower Group in respect of the liabilities of an Obligor; or

(iii)	by a member of the Borrower Group (which is not an Obligor) in respect of the liabilities of another member of the Borrower Group (which is not an Obligor);

(iv)	by an Obligor in respect of the liabilities of any other member of the Borrower Group to the extent that such liabilities could have been incurred by such Obligor directly without breaching this Agreement; or

(v)	by an Obligor in respect of the liabilities of any other member of the Borrower Group which is not an Obligor provided that that other member of the Group must become an Additional Guarantor in accordance with Clause 26.4(a) (Additional Obligors) within 30 days of the granting of the guarantee made pursuant to this paragraph (v); or

(e)	to the extent that the same constitute Permitted Payments or a Permitted Disposal (not being a Permitted Disposal of cash or cash equivalents);

(f)	loans, the granting of credit, guarantees and other transactions having the effect of lending money (each a Lending Transaction) from a member of the Borrower Group, in connection with an acquisition by that member which is permitted by Clause 16.11 (Acquisitions and mergers), to the relevant person being acquired or one or more of its Subsidiaries, provided that:

(i)	no Lending Transaction may have a term longer than 12 months (including any extensions or refinancings of the original Lending Transaction); and

(ii)

the aggregate outstanding principal amount of all Lending Transactions (which principal amount shall be deemed to be no longer outstanding for this purpose at the time the beneficiary of the relevant Lending Transaction becomes a member of the Borrower Group upon completion of the relevant acquisition, provided such Lending Transaction was made to or in favour of the person acquired or its Subsidiaries) shall not exceed ε100,000,000

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(g)

Lending Transactions from a member of the Borrower Group to any person of the proceeds of equity subscribed by any Restricted Person in, or Subordinated Shareholder Loans provided to, such member (other than any such proceeds which are otherwise applied in mandatory prepayment of any or all Facilities under this Agreement or the Existing Facilities under the Existing Facility Agreement or pursuant to Clause 17.4 (Cure provisions) or otherwise).

16.15	Environmental matters

(a)	(i) obtain all requisite Environmental Licences, (ii) comply with the terms and conditions of all Environmental Licences applicable to it and (iii) comply with all other applicable Environmental Law, in each case where failure to do so would or is reasonably likely to have a Material Adverse Effect;

(b)	promptly upon receipt of the same, notify the Facility Agent and the Security Agent of any claim, notice or other communication served on it in respect of any alleged breach of, or corrective or remedial obligation or liability under, any Environmental Law which, if substantiated, would or is reasonably likely to have a Material Adverse Effect.

16.16	Insurance

16.17	Hedging

(a)	Each Obligor (other than UPC Broadband Holdco) will not, and will procure that no member of the Borrower Group will, enter into any interest rate or currency swaps, other interest rate or currency derivative transactions or other hedging arrangements other than:

(i)

transactions and arrangements entered into with a High Yield Hedging Bank or a Senior Hedging Bank directly relating to the management of interest rate and/or currency exchange rate risk arising out of any Financial Indebtedness of any member of the Borrower Group permitted to subsist by the terms of this Agreement (or transactions and arrangements relating to interest rate or currency swaps, other interest rate or currency derivative transactions or other hedging arrangements that themselves relate to the management of interest rate and/or currency exchange rate risk arising out of any Financial Indebtedness of any member of the Borrower Group permitted to subsist by the terms of this Agreement), in each case excluding any such transactions or arrangements that directly or indirectly relate to Subordinated Shareholder Loans; and

(ii)	transactions and arrangements entered into by any Obligor with a Senior Hedging Bank directly relating to the management of currency exchange risk arising out of income denominated in a currency other than euro (each such transaction or arrangement, a Cash Flow Hedging Agreement); and

(iii)	to the extent they constitute interest rate or currency swaps or other hedging arrangements, the

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(b)

UPC Broadband will procure that any member of the Borrower Group that enters into a Senior Hedging Agreement (as defined in the Existing Facility Agreement) and any member of the UGCE Borrower Group that enters into a High Yield Hedging Agreement accedes to the Security Deed and the Intercreditor Agreement as a Charging Entity by delivering to the Security Agent a Security Provider's Deed of Accession duly executed by that company.

16.18	Intellectual Property Rights

(a)	make such registrations and pay such fees and similar amounts as are necessary to keep those registered Intellectual Property Rights owned by any member of the Borrower Group and which are material to the conduct of the business of the Borrower Group as a whole from time to time;

(b)

take such steps as are necessary and commercially reasonable (including, without limitation, the institution of legal proceedings) to prevent third parties infringing those Intellectual Property Rights referred to in paragraph (a) above and (without prejudice to paragraph (a) above) take such other steps as are reasonably practicable to maintain and preserve its interests in those rights, except where failure to do so will not have or be reasonably likely to have a Material Adverse Effect;

(c)

ensure that any licence arrangements in respect of the Intellectual Property Rights referred to in paragraph (a) above entered into with any third party are entered into on arm's length terms and in the ordinary course of business (which shall include, for the avoidance of doubt, any such licensing arrangements entered into in connection with outsourcing on normal commercial terms) and will not have or be reasonably likely to have a Material Adverse Effect;

(d)	not permit any registration of any of the Intellectual Property Rights referred to in paragraph (a) above to be abandoned, cancelled or lapsed or to be liable to any claim of abandonment for non-use or otherwise to the extent the same would or is reasonably likely to have a Material Adverse Effect; and

(e)	pay all fees, and comply with each of its material obligations under, any licence of Intellectual Property Rights which are material to the conduct of the business of the Borrower Group as a whole from time to time.

16.19	Share capital

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16.20	Inter-connection and chello

(a)	which offers residential telephony services in any country, maintains inter-connection arrangements with one or more major fixed line telephony operators in that country; and

(b)	which offers internet and/or data services is provided with such services by UPC Broadband N.V. or by another provider on arm's length commercial terms.

16.21	Priority

16.22	UPC Broadband Pledged Account

(a)

Subject to receipt of all necessary legal, regulatory, shareholder and partner approvals (all of which each Obligor will, and will ensure that each of its Subsidiaries will, use all reasonable efforts to obtain as soon as practicable), each Obligor (other than UPC Broadband Holdco) shall on receipt of a request from the Facility Agent (acting on the instructions of the Majority Lenders) ensure that it and each of its Subsidiaries which is a member of the Borrower Group, promptly following the last day of either each calendar month or each calendar quarter (as may be directed by the Facility Agent in its request) of UPC Broadband ending after 31 March 2006 transfers an amount equal to its Excess Cash on that date to the UPC Broadband Pledged Account.

(b)	For the purposes of this Clause 16.22:

(i)	Excess Cash means, in relation to any member of the Borrower Group at any time, the aggregate cash in hand and at bank (less withdrawals and other transfers of cash that have not cleared at bank) of that member at that time in excess of ε5,000,000 (or its equivalent in other currencies); and

(ii)

the UPC Broadband Pledged Account means one or more accounts in the name of UPC Broadband or any other member of the Borrower Group, held with a branch of a bank or financial institution, which has been pledged to the Beneficiaries pursuant to a Security Document in the agreed form and in respect of which account(s) all notices required by that Security Document have been served upon the relevant bank or financial institution in the manner required by that Security Document and the relevant account bank(s) have waived any lien, right of set-off or other Security Interest, other than in respect of routine account keeping charges and set offs between UPC Broadband Pledged Accounts.

(c)	UPC Broadband may withdraw amounts standing to the credit of the UPC Broadband Pledged Account at any time provided that:

(i)	any such withdrawn amount is to be applied to meet expenditure arising in the course of the Business of the Borrower Group as carried on in accordance with this Agreement or for any other purpose permitted under this Agreement; and

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(ii)	no Event of Default has occurred which is continuing.

16.23	Share security

(a)	notwithstanding paragraph (b), an Obligor (other than UPC Broadband, UPC Holding II or UPC Broadband Holdco) may issue shares to any person other than a member of the Borrower Group and shall not be required to procure that such shares are charged or pledged in favour of the Beneficiaries, provided that such share issue does not result in a Change of Control;

(b)

any member of the Borrower Group may issue shares to or otherwise acquire additional rights from any other member of the Borrower Group so long as (if any of the existing shares in the relevant member of the Borrower Group are charged or pledged in favour of any Beneficiary) such shares are charged or pledged in favour of the Beneficiaries pursuant to the terms of a Security Document and there are delivered at the same time to the Security Agent the relevant share certificates and blank stock transfer forms (or equivalent documents) in respect thereof together with such other documents and evidence and legal opinions as the Security Agent may reasonably require;

(c)

UPC Broadband and UPC Holding II may issue shares to UPC Broadband Holdco provided that such shares are charged or pledged in favour of the Beneficiaries pursuant to the terms of a Security Document and there are delivered at the same time to the Security Agent the relevant share certificates and blank stock transfer forms (or equivalent documents) in respect thereof together with such other documents and evidence and legal opinions as the Security Agent may reasonably require;

(d)	any member of the Borrower Group may issue shares pursuant to the exercise of Approved Stock Options;

(e)	a member of the Borrower Group may issue shares as part of an Acquisition or merger or consolidation permitted by Clause 16.11 (Acquisitions and mergers), provided that the issue of such shares does not cause a Change of Control;

(f)

a member of the Borrower Group (other than an Obligor) may issue shares to all the holders of the share capital of such member pro rata to their interests in such share capital provided that, if any existing shares in that member of the Borrower Group are charged or pledged in favour of any Beneficiary under any Security Document, upon issue the shares that are issued to any other member of the Borrower Group or any Shareholder are charged or pledged in favour of the Beneficiaries as provided in paragraph (b) above; and

(g)	any member of the Borrower Group (other than UPC Broadband or UPC Holding II) may issue shares to any person pursuant to any agreement or other legally binding arrangement existing, and disclosed to the Facility Agent in writing, on or before the Signing Date, provided that such share issue does not result in a Change of Control.

16.24	Shareholder Loans

(a)	Each Obligor will procure that prior to any Restricted Person making any Financial Indebtedness (other than Permitted Payments) available to any member of the Borrower Group, such Restricted Person shall

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(b)	Each Obligor shall ensure that each Subordinated Shareholder Loan and each shareholder loan entered into between an Obligor which is a party to an Obligor Pledge of Shareholder Loans as a creditor and a member of the Borrower Group is governed by the law of The Netherlands.

16.25	Further security over receivables

(a)

on each date on which it is required to deliver the financial statements referred to in Clause 16.2(b) (Financial information) in respect of its second and fourth financial quarters in each financial year, notify the Facility Agent of the details of any contracts, agreements or other arrangements entered into by any member of the Borrower Group with Priority Telecom N.V. at any time under which receivables owing to such member of the Borrower Group aggregating ε10,000,000 (or its equivalent in other currencies) or more are outstanding on such date, together with details of such receivables; and

(b)

if the Facility Agent (acting on the instructions of the Majority Lenders) requires, promptly grant, or procure the grant by the relevant member of the Borrower Group of (in each case subject to receipt of all necessary legal, regulatory, shareholder and partner approvals, other than approvals from Priority Telecom N.V, all of which UPC Broadband will and will ensure that each member of the Borrower Group will use all reasonable efforts to obtain as soon as possible) (i) a pledge in favour of the Beneficiaries over the receivables referred to in (a) above in substantially the same form as a receivables pledge already granted to the Security Agent by a member of the Borrower Group in respect of receivables located in, or governed by the laws of, or (as the case may be) owed by or to a person incorporated in, the same jurisdiction as the relevant receivables or (as the case may be) relevant person by or to whom such receivables are owed or in such other form as the Security Agent may reasonably request and (ii) a Security Provider's Deed of Accession and shall provide the Security Agent with such evidence as it may reasonably request as to the power and authority of such member of the Borrower Group to enter into such pledge of receivables and Security Provider's Deed of Accession and that the same constitute valid and legally binding obligations of such member enforceable in accordance with their terms subject (to the extent possible) to substantially similar qualifications to those made in the legal opinions referred to in Schedule 2 (Conditions Precedent Documents), together with all such notices and other documents as the Security Agent may reasonably require to perfect the receivables pledge.

16.26	Financial year end

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16.27	Capital expenditure

16.28	Constitutive documents

16.29	ERISA

16.30	UPC Financing

(a)	Each Borrower will ensure that the proceeds of any loan made to the UPC Financing by UPC Broadband or UPC Holding II and the proceeds of any drawing made by UPC Financing shall be invested by way of intercompany loan or equity subscription in one or more other members of the Borrower Group within five Business Days of receipt of such proceeds or, as the case may be, the relevant Utilisation Date.

(b)

Each Obligor (other than UPC Broadband Holdco) will ensure that, in accordance with the terms of any pledge of intercompany loans made by UPC Financing, any intercompany loan made by UPC Financing to any Obligor or any Subsidiary of an Obligor which is a member of the Borrower Group is made on bona fide arm's length commercial terms or on terms which are fair and reasonable and in the best interests of UPC Financing and entered into in good faith.

17.	FINANCIAL COVENANTS

17.1	Financial definitions

(a)	for the purposes of the definition of Permitted Acquisition, Clause 16.10 (Disposals) and Clause 7.6(a) (Mandatory prepayment from disposal proceeds) in respect of any person, in respect of any six month period, two times EBITDA of that person (calculated on a consolidated basis) for that period; and

(b)	for all other purposes, in respect of any Ratio Period, two times EBITDA of the Borrower Group for that Ratio Period.

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(a)	minus extraordinary income of the relevant person for such period;

(b)	plus any extraordinary expenses (including one off restructuring costs) of the relevant person for such period;

(c)	minus any interest income of the relevant person for such period; and

(d)	in the case of the Borrower Group, minus any Management Fees paid during such period,

(a)	interest and amounts in the nature of interest (including, without limitation, the interest element of finance leases) accrued;

(b)	discount fees and acceptance fees payable or deducted in respect of any Financial Indebtedness (including all commissions payable in connection with any letter of credit); and

(c)	any net payment (or, if appropriate in the context, receipt) under any interest rate hedging agreement or instrument (including without limitation under the Senior Hedging Agreements and (as applicable) High Yield Hedging Agreements), taking into account any premiums payable.

(a)	any Financial Indebtedness which is a contingent obligation of a member of the Borrower Group; and

(b)	any Subordinated Shareholder Loans and any Financial Indebtedness referred to in Clause 16.12(b)(viii), (xi), (xii) and (xiii) (Restrictions on Financial Indebtedness).

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(a)	all scheduled repayments (including scheduled reductions of revolving credits to the extent they are drawn) of Senior Debt which fell due during such Ratio Period excluding any scheduled repayments of facilities under this Agreement or the Existing Facility Agreement that are funded by drawings of an Additional Facility in accordance with the terms of this Agreement; and

(b)	Total Cash Interest for that Ratio Period.

(a)	Senior Debt; and

(b)	Financial Indebtedness of each other member of the UGCE Borrower Group, but excluding any Financial Indebtedness (i) owing between members of the UGCE Borrower Group and (ii) owing between a member of the UGCE Borrower Group and a member of the Wider Group (other than a member of the UGCE Borrower Group).

17.2	Financial ratios

(a)	the ratio of Senior Debt to Annualised EBITDA for each Ratio Period which ends on a date or in a period specified in column 1 below shall not exceed the ratio specified in column 2 below opposite such date or period:

(b)	the ratio of EBITDA to Total Cash Interest for each Ratio Period which ends on a date or in a period specified in column 1 below shall not be less than the ratio specified in column 2 below

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(c)	the ratio of EBITDA to Senior Debt Service for each Ratio Period which ends on a date or in a period specified in column 1 below shall not be less than the ratio specified in column 2 below opposite such date or period:

(d)	the ratio of EBITDA to Senior Interest for each Ratio Period which ends on a date or in a period specified in column 1 below shall not be less than the ratio specified in column 2 below opposite such date or period:

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(e)	the ratio of Total Debt to Annualised EBITDA for each Ratio Period shall not exceed 5.75:1.

17.3	Calculations

17.4	Cure provisions

(a)	UPC Broadband may cure a breach of the financial ratios set out in Clause 17.2(a), (b), (c), (d) and (e) (Financial ratios) by procuring that additional equity is injected into the Borrower Group by one or more Restricted Persons and/or additional Subordinated Shareholder Loans are provided to the Borrower Group in an aggregate amount equal to:

(i)	in the case of a breach of Clause 17.2(a) or (e) (Financial ratios), the amount which, if it had been deducted from Senior Debt or Total Debt (as applicable) for the Ratio Period in respect of which the breach arose, would have avoided the breach; or

(ii)	in the case of a breach of Clause 17.2(b), (c) or (d) (Financial ratios), the amount which, if it had been added to EBITDA for the Ratio Period in respect of which the breach arose, would have avoided the breach; or

(iii)	in the case of a breach of more than one paragraph of Clause 17.2 (Financial ratios), the higher of the relevant amount referred to in (i) or (ii) above.

(b)	A cure under paragraph (a) above will not be effective unless:

(i)	the required amount of additional equity or the proceeds of Subordinated Shareholder Loans is received by the Borrower Group before delivery of the financial statements delivered under Clause 16.2(a) or (b) (Financial information) which show that Clause 17.2 (Financial ratios) has been breached; and

(ii)

in the case of a cure of Clause 17.2(a) or (e) (Financial ratios), the proceeds of the relevant additional equity or Subordinated Shareholder Loans are applied in full in or towards repayment or prepayment of Facility A Advances (as defined in the Existing Facility Agreement) in accordance with Clause 7 (Cancellation and Prepayment) and, to the extent of any surplus after such repayment or prepayment, for the purposes of the Permitted Business.

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(c)	No cure may be made under this Clause 17.4:

(i)	in respect of more than five Ratio Periods during the life of the Additional Facilities; or

(ii)	in respect of consecutive Ratio Periods.

(d)

Where a cure is exercised under this Clause 17.4 in respect of a breach of Clause 17.2(b), (c) or (d) (Financial ratios) and the next Ratio Period ends approximately three months after the Ratio Period in respect of which the cure was made, EBITDA in respect of that next Ratio Period will be deemed, for the purposes of Clause 17.2(b), (c) and (d) (Financial ratios), to be increased by the amount determined under subparagraph 17.4(a)(ii) above in respect of the relevant cure. This deemed increase will not be treated as a separate cure.

17.5	Determinations

(a)	Any amount outstanding in a currency other than euros is to be taken into account at its euro equivalent calculated at the rate used in the latest accounts delivered to the Facility Agent.

(b)	All the terms used above are to be calculated in accordance with the GAAP on which the preparation of the Original Borrower Group Financial Statements was based.

(c)	If there is a dispute as to any interpretation of or computation for Clause 17.1 (Financial definitions), the interpretation or computation of the auditors of UPC Broadband shall prevail.

(d)	If UPC Broadband is obliged or chooses to prepare its financial statements on a different basis from the basis used in the preparation of the Original Borrower Group Financial Statements, such financial statements shall be accompanied by a statement (providing reasonable detail) from UPC Broadband either:

(i)	confirming that the change(s) would have no effect on the operation of the ratios set out in Clause 17.2 (Financial ratios); or

(ii)

unless otherwise agreed in writing by the Facility Agent (acting upon the instructions of the Majority Lenders), if the change(s) would have such an effect, containing a reconciliation demonstrating the effect of the change(s) (and, for the purpose of calculating the ratios set out in Clause 17.2 (Financial ratios), such financial statements will be treated as though adjusted by that reconciliation so as to exclude the effect of the changes).

18.	DEFAULT

18.1	Events of Default

18.2	Non-payment

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18.3	Breach of other obligations

(a)	An Obligor does not comply with any of Clauses 16.6 (Pari passu ranking), 16.7 (Negative pledge), 16.10 (Disposals), 16.11 (Acquisitions and mergers), 16.13 (Restricted Payments), 16.14 (Loans and guarantees), 16.19 (Share capital) or 17 (Financial Covenants).

(b)

An Obligor does not comply with any provision of the Finance Documents (other than those referred to in paragraph (a) above or in Clause 18.2 (Non-payment) and other than non‑payment by UPC Broadband of any amount under Clause 7.6(a) (Mandatory prepayment from disposal proceeds) of this Agreement) and such failure (if capable of remedy before the expiry of such period) continues unremedied for a period of 28 days from the earlier of the date on which (i) such Obligor has become aware of the failure to comply or (ii) the Facility Agent gives notice to UPC Broadband requiring the same to be remedied.

18.4	Misrepresentation

18.5	Cross default

(a)	Subject to paragraph (d) below, any Financial Indebtedness of a member of the Borrower Group or a member of the UGCE Borrower Group is not paid when due or within any originally applicable grace period.

(b)	Subject to paragraph (d) below, any Financial Indebtedness of a member of the Borrower Group or a member of the UGCE Borrower Group becomes prematurely due and payable or is placed on demand, in each case as a result of an event of default (howsoever described) under the document relating to that Financial Indebtedness.

(c)	Subject to paragraph (d) below, any Financial Indebtedness of a member of the Borrower Group or a member of the UGCE Borrower Group becomes capable of being declared prematurely due and payable or placed on demand, in each case as a result of an event of default (howsoever described) under the document relating to that Financial Indebtedness.

(d)	It shall not be an Event of Default under:

(i)	this Clause 18.5 where the aggregate principal amount of all Financial Indebtedness to which any event specified in paragraphs (a), (b) or (c) relates is less than ε15,000,000 (in the case of the Borrower Group) or ε50,000,000 (in the case of any member of the UGCE Borrower Group) or, as the case may be, the equivalent in other currencies;

(ii)	this Clause 18.5 in respect of Financial Indebtedness owing by a member of the Borrower Group to another member of the Borrower Group which is permitted under this Agreement; and

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(iii)

paragraph (c) above, in the case of the Acquisition of an entity which results in that entity becoming a member of the Borrower Group, for a period of 180 days following completion of that Acquisition, by reason only of an event of default (however described) arising in relation to the Financial Indebtedness of that acquired entity as a result only of the Acquisition of that acquired entity, provided that such Financial Indebtedness is not placed on demand, becomes prematurely due and payable or is otherwise accelerated during that period).

(e)	Any Financial Indebtedness of a member of the Borrower Group under an Existing Finance Document becomes capable of being due and payable or placed on demand, in each case as a result of an Event of Default as defined under the relevant Existing Finance Document.

18.6	Insolvency

(a)	The Netherlands: any Obligor, any Material Subsidiary or member of the UGCE Borrower Group organised in The Netherlands is declared bankrupt (in staat van faillissement verklaard) or enters into a preliminary or definitive moratorium (in voorlopige of definitieve surseance van betaling gaan) pursuant to the Dutch Bankruptcy Act (Faillissementswet); or

(b)	General: any of the following occurs in respect of an Obligor, any Material Subsidiary or any member of the UGCE Borrower Group:

(i)	it is, or is deemed for the purposes of any law to be, unable to pay its debts as they fall due or insolvent;

(ii)	it admits its inability to pay its debts as they fall due;

(iii)	it suspends making payments on any of its debts or announces an intention to do so; or

(iv)	a moratorium is declared in respect of any of its indebtedness.

(c)

United States of America: any Obligor, any Material Subsidiary or any member of the UGCE Borrower Group which is a partnership, or a partner of any partnership, formed under the laws of the states of Colorado or Delaware, United States or which is incorporated under the laws of a State of the United States or that resides or has a domicile, a place of business or property in the United States (each a U.S. Obligor):

(i)	admit in writing its inability to, or be generally unable to, pay its debts as such debts become due;

(ii)	makes a general assignment for the benefit of creditors;

(iii)

shall have had appointed a receiver, a custodian, trustee or similar official for, or a receiver, custodian, trustee or similar official shall have taken possession of, all or substantially all of its assets, in proceedings brought by or against such Obligor or Material Subsidiary, and such appointment shall not have been discharged or such possession shall not have been terminated within 60 days after the effective date thereof or such Obligor or Material Subsidiary shall have consented to or acquiesced in such appointment or possession;

(iv)	shall have filed a petition for relief under the insolvency, bankruptcy or similar laws of the United

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(v)	shall have failed to have discharged or obtained a stay of any proceeding to enforce, within a period of 45 days after the commencement thereof, any attachment, sequestration or similar proceeding asserted against all or substantially all of the assets of such Obligor or Material Subsidiary,

(vi)	in each case other than in connection with the solvent liquidation of UPC Polska following the transfer of its assets to Polska Holdco.

18.7	Insolvency proceedings

(a)	Any formal voluntary step commencing legal proceedings (including petition or convening a meeting) is taken by any Obligor, any Material Subsidiary or any member of the UGCE Borrower Group with a view to a moratorium or a composition, assignment or arrangement with any class of creditors of any Obligor, any Material Subsidiary or any member of the UGCE Borrower Group; or

(b)

a meeting of any Obligor, any Material Subsidiary or any member of the UGCE Borrower Group is convened by its shareholders, directors, managing partner (in the case of UPC Financing), secretary or other officers for the purpose of considering any resolution for, to petition for or to file documents with a court for its winding-up, dissolution or for its administration, suspension of payments, composition or bankruptcy or any such resolution is passed; or

(c)	any person presents a petition or files documents, with the appropriate legal authorities, for the winding-up or for the administration or for the bankruptcy of any Obligor, any Material Subsidiary or any member of the UGCE Borrower Group and the petition is not discharged or stayed within 45 days (or, in the case of a US Obligor, 60 days); or

(d)	an order for the winding-up or administration of any Obligor, any Material Subsidiary or any member of the UGCE Borrower Group is made,

18.8	Appointment of receivers and managers

(a)

Any liquidator, trustee-in-bankruptcy, preliminary trustee, composition trustee, judicial custodian, compulsory manager, receiver, administrative receiver or administrator is appointed in respect of any Obligor, any Material Subsidiary or any member of the UGCE Borrower Group or any part of its assets which is material in the context of the Borrower Group (taken as a whole) and, only in the case of the appointment of a judicial custodian, compulsory manager or receiver, is not discharged within 45 days (or, in the case of a US Obligor, 60 days); or

(b)	the directors, shareholders or other officers of any Obligor, any Material Subsidiary or any member of the UGCE Borrower Group request the appointment of, or give notice of their intention to appoint, a liquidator, trustee in bankruptcy, preliminary trustee, composition trustee, judicial custodian, compulsory manager, receiver, administrative receiver or administrator,

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18.9	Creditors' process

18.10	Similar proceedings

18.11	Unlawfulness

18.12	Repudiation

18.13	Cessation of Distribution Business

18.14	Seizure

18.15	Environmental Matters

18.16	Breach of Security Deed and Intercreditor Agreement

(a)

A Subordinated Creditor fails to comply with any of its obligations under the Security Deed or the Pledge of Subordinated Shareholder Loans to which it is party and such failure (if capable of remedy before the expiry of such period) continues unremedied for a period of 28 days from the earlier of the date on which (i) UPC or UPC Broadband has become aware of the failure to comply or (ii) the Facility Agent gives

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(b)

Any representation or warranty made by a Subordinated Creditor under the Security Deed or the Pledge of Subordinated Shareholder Loans is incorrect in any material aspect when made or repeated and, in the event that any representation or warranty is capable of remedy, the misrepresentation is not remedied within 28 days of the earlier of the date on which (i) such Obligor has become aware of the misrepresentation or (ii) the Facility Agent gives notice to that Subordinated Creditor requiring the same to be remedied.

(c)	Any representation or warranty made by a Finance Party (as defined in the Existing Facility Agreement) is incorrect in any material respect when made or repeated.

18.17	Loss of Licences

(a)	terminated, suspended or revoked or does not remain in full force and effect or otherwise expires and is not renewed prior to its expiry (in each case, without replacement by Licence(s) having substantially equivalent effect) in any case in a manner which would or is reasonably likely to have a Material Adverse Effect; or

(b)	is modified or is breached in a manner which would or is reasonably likely to have a Material Adverse Effect.

18.18	Material Contracts

(a)	Except as is required by any term of this Agreement, any Material Contract to which a member of the Borrower Group is a party is terminated, suspended, revoked or cancelled or otherwise ceases to be in full force and effect, unless:

(i)	in the case of an Interconnect Agreement only, services of a similar nature to those provided pursuant to such Material Contract are at all times provided to the Borrower Group on terms which are not materially more onerous on the relevant member of the Borrower Group or on the terms imposed by the mandatory requirements of any regulatory body; or

(ii)	such termination, suspension, revocation, cancellation or cessation (in the reasonable opinion of the Facility Agent) would not or is not reasonably likely to have a Material Adverse Effect.

(b)	Any alteration or variation is made to any term of any Material Contract to which a member of the Borrower Group is a party which individually or cumulatively (in the reasonable opinion of the Facility Agent) would or is reasonably likely to have a Material Adverse Effect.

(c)

Any party breaches any term of or repudiates any of its obligations under any Material Contract to which a member of the Borrower Group is a party where such breach or repudiation (in the opinion of the Facility Agent exercised reasonably) would or is reasonably likely to have a Material Adverse Effect unless, in the case of a breach of a Material Contract by any person other than any member of the Borrower Group, the relevant services are at all relevant times provided to the appropriate members of the Borrower Group on the basis set out in (a) above.

18.19	Material Adverse Change

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18.20	ERISA

(a)	any event or condition that presents a material risk that any member of the Borrower Group or any ERISA Affiliate may incur a material liability to a Plan or to the United States Internal Revenue Service or to the United States Pension Benefit Guaranty Corporation; or

(b)	an "accumulated funding deficiency" (as that term is defined in section 412 of the United States Internal Revenue Code of 1986, as amended, or section 302 of ERISA), whether or not waived, by reason of the failure of any member of the Borrower Group or any ERISA Affiliate to make a contribution to a Plan.

18.21	Acceleration

(a)	cancel the Total Commitments; and/or

(b)	declare that all the Advances be payable on demand, whereupon they shall immediately become payable on demand by the Facility Agent on the instructions of the Majority Lenders; and/or

(c)	demand that all the Advances be immediately due and payable, whereupon they shall become immediately due and payable together with all interest accrued on those Advances and all other amounts payable by the Obligors under the Finance Documents.

18.22	Automatic Acceleration

19.	FACILITY AGENT, SECURITY AGENT AND LENDERS

19.1	Appointment and duties of the Agents

(a)	Each Lender irrevocably appoints each Agent to act as its agent under and in connection with the Finance Documents.

(b)	Each Finance Party appointing each Agent irrevocably authorises each Agent on its behalf to:

(i)	perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with the Finance Documents, together with any other incidental rights, powers and discretions; and

(ii)	execute each Finance Document expressed to be executed by the Facility Agent on that Finance Party's behalf.

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(c)	Each Agent shall have only those duties which are expressly specified in this Agreement. Those duties are solely of a mechanical and administrative nature.

19.2	Relationship

19.3	Majority Lenders' directions

(a)

Each Agent will be fully protected if it acts in accordance with the instructions of the Majority Lenders in connection with the exercise of any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of such instructions each Agent may act as it considers to be in the best interests of all the Lenders.

(b)	No Agent is authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings relating to any Finance Document.

19.4	Delegation

19.5	Responsibility for documentation

(a)	the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document by any other Party;

(b)	the collectability of amounts payable under any Finance Document;

(c)	the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document by any other Party; or

(d)	the integrity or security of any Finance Document or other document or information posted or distributed electronically on any intranet based system (or similar) in connection with the preparation, negotiation and execution of the Finance Documents or the administration of the Facilities.

19.6	Default

(a)	Neither Agent is obliged to monitor or enquire as to whether or not a Default has occurred. Neither Agent will be deemed to have knowledge of the occurrence of a Default. However, if an Agent receives notice from a Party referring to this Agreement, describing the Default and stating that the event is a Default, it shall promptly notify the Lenders of such notice.

(b)	Each Agent may require the receipt of security satisfactory to it whether by way of payment in advance or otherwise, against any liability or loss which it will or may incur in taking any proceedings or action

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19.7	Exoneration

(a)	Without limiting paragraph (b) below, neither Agent will be liable for any action taken or not taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

(b)	No Party may take any proceedings against any officer, employee or agent of either Agent in respect of any claim it might have against that Agent or in respect of any act or omission of any kind (including negligence or wilful misconduct) by that officer, employee or agent in relation to any Finance Document.

(c)	Any officer, employee or agent of either Agent may rely on this Clause 19.7 and enforce its terms under the Contracts (Rights of Third Parties) Act 1999.

19.8	Reliance

(a)	rely on any notice or document believed by it to be genuine and correct and to have been signed by, or with the authority of, the proper person;

(b)	rely on any statement made by a director or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify; and

(c)	engage, pay for and rely on legal or other professional advisers selected by it (including those in the Facility Agent's employment and those representing a Party other than the Facility Agent).

19.9	Credit approval and appraisal

(a)	has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by either Agent in connection with any Finance Document; and

(b)	will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

19.10	Information

(a)	Each Agent shall promptly forward to the person concerned the original or a copy of any document which is delivered to that Agent by a Party for that person.

(b)	Except where this Agreement specifically provides otherwise, neither Agent is obliged to review or check the accuracy or completeness of any document it forwards to another Party.

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(c)	Except as provided above, neither Agent has a duty:

(i)	either initially or on a continuing basis to provide any Lender with any credit or other information concerning the financial condition or affairs of any Obligor or any related entity of any Obligor whether coming into its possession or that of any of its related entities before, on or after the Signing Date; or

(ii)	unless specifically requested to do so by a Lender in accordance with this Agreement, to request any certificates or other documents from any Obligor.

19.11	Each Agent individually

(a)	If it is also a Lender, each of the Facility Agent and the Security Agent has the same rights and powers under this Agreement as any other Lender and may exercise those rights and powers as though it were not the Facility Agent or Security Agent (as applicable).

(b)	Each of the Agents may:

(i)	carry on any business with an Obligor or its related entities;

(ii)	act as agent or trustee for, or in relation to any financing involving, an Obligor or its related entities; and

(iii)	retain any profits or remuneration in connection with its activities under the Finance Documents, or in relation to any of the foregoing.

19.12	Indemnities

19.13	Compliance

(a)	Each Agent may refrain from doing anything which might, in its reasonable opinion, constitute a breach of any law or regulation or be otherwise actionable at the suit of any person, and may do anything which, in its reasonable opinion, is necessary or desirable to comply with any law or regulation of any jurisdiction.

(b)	Without limiting paragraph (a) above, neither Agent need disclose any information relating to any Obligor or any of its related entities if the disclosure might, in the opinion of the relevant Agent, constitute a breach of any law or regulation or any duty of secrecy or confidentiality or be otherwise actionable at the suit of any person.

19.14	Resignation of Agents

(a)	Notwithstanding its irrevocable appointment (but subject to paragraphs (f) and (g) below), each Agent may resign by giving notice to the Lenders and UPC Broadband, in which case the relevant Agent may,

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(b)	If the appointment of a successor Agent is to be made by the Majority Lenders but they have not, within 30 days after notice of resignation, appointed a successor Agent which accepts the appointment, the retiring Agent may, following consultation with and with the consent of UPC Broadband (not to be unreasonably withheld or delayed), appoint a successor Agent.

(c)

The resignation of the retiring Agent and the appointment of any successor Agent will both become effective only upon the successor Agent notifying all the Parties that it accepts the appointment. On giving the notification and receiving such approval, the successor Agent will succeed to the position of the retiring Facility Agent and the term Facility Agent or Security Agent (as the case may be) will mean the successor Facility Agent or Security Agent, respectively.

(d)	The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as the Agent under this Agreement.

(e)	Upon its resignation becoming effective, this Clause 19 shall continue to benefit the retiring Agent in respect of any action taken or not taken by it under or in connection with the Finance Documents while it was the relevant Agent and, subject to paragraph (d) above, it shall have no further obligation under any Finance Document.

(f)	The Majority Lenders may by notice to an Agent require it to resign in accordance with paragraph (a) above. In this event, the relevant Agent shall resign in accordance with paragraph (a) above but it shall not be entitled to appoint one of its Affiliates as successor Agent.

(g)

UPC Broadband may, if it is unsatisfied (acting reasonably) with the performance by an Agent of its role as Agent, following a period of consultation with the relevant Agent of not less than 14 days, by notice to that Agent require it to resign in accordance with paragraph (a) above. Such notice must specify the reasons for which UPC Broadband is seeking the Agent's resignation, which must be based on reasonable grounds. In this event, the relevant Agent shall resign in accordance with paragraph (a) above but it shall not be entitled to appoint one of its Affiliates as successor Agent.

19.15	Lenders

(a)	Each Agent may treat each Lender as a Lender, entitled to payments under this Agreement and as acting through its Facility Office(s) until it has received notice from the Lender to the contrary by not less than five Business Days prior to the relevant payment.

(b)	Each Lender, on the date on which it becomes a party to this Agreement (if it is a requirement of Dutch law that such Lender is a Professional Market Party) represents to the Finance Parties and UPC Broadband that it is a Professional Market Party. Such Lender acknowledges that the Finance Parties and UPC Broadband have relied upon such representation.

19.16	Separate divisions

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20.	FEES

20.1	Commitment fee

(a)

Subject to paragraph (b) below, if specified in the relevant Additional Facility Accession Agreement, UPC Broadband shall pay to the Facility Agent for distribution to each Lender pro rata to the proportion that the relevant Lender's Additional Facility Commitment bears to the Total Additional Facility Commitments from time to time a commitment fee (subject to paragraph (c) below computed at the rate specified in the Additional Facility Accession Agreement on any undrawn uncancelled amount of Total Additional Facility Commitments.

(b)

Commitment fee is calculated and accrues on a daily basis on and from the date of the relevant Additional Facility Accession Agreement and payable quarterly in arrear from the date of the relevant Additional Facility Accession Agreement and on the relevant Utilisation Date. Accrued commitment fee is also payable to the Facility Agent for the relevant Lender(s) on the cancelled amount of its (their) Additional Facility Commitments at the time the cancellation takes effect (but only in respect of the period up to the date of cancellation).

(c)	Commitment fee is payable in the currency in which the Additional Facility is denominated.

20.2	Agent's fees

20.3	VAT

21.	EXPENSES

21.1	Transaction Expenses

(a)	this Agreement and any other documents referred to in this Agreement; and

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(b)	any other Finance Document executed after the date of this Agreement.

21.2	Amendment Costs

(a)	an Obligor requests an amendment, waiver or consent under or in connection with any Finance Document;

(b)	an amendment is required under Clause 25.3 (Change of Currency),

21.3	Enforcement Costs

22.	STAMP DUTIES

23.	INDEMNITIES

23.1	Currency indemnity

(a)	If any sum due from an Obligor under the Finance Documents (a Sum), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the First Currency) in which that Sum is payable into another currency (the Second Currency) for the purpose of:

(i)	making or filing a claim or proof against that Obligor;

(ii)	obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

(b)	Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

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23.2	Other indemnities

(a)	the occurrence of any Event of Default;

(b)	a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 (Pro Rata Sharing);

(c)	funding, or making arrangements to fund, its participation in an Advance requested by a Borrower in a Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Lender alone); or

23.3	Indemnity to the Facility Agent

(a)	investigating any event which it reasonably believes is a Default; or

(b)	acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

23.4	Break Costs

(a)	UPC Broadband shall, within ten Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of an Advance or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Advance or Unpaid Sum.

(b)	Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate (which shall be provided to UPC Broadband) confirming the amount of its Break Costs for any Interest Period in which they accrue.

24.	EVIDENCE AND CALCULATIONS

24.1	Accounts

24.2	Certificates and determinations

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24.3	Calculations

25.	AMENDMENTS AND WAIVERS

25.1	Required consents

(a)	Subject to Clause 25.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the written consent of the Majority Lenders and UPC Broadband and any such amendment or waiver will be binding on all Parties.

(b)	The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 25.

25.2	Exceptions

(a)	An amendment or waiver that has the effect of changing or which relates to:

(i)	the definitions of "Majority Lenders" in Clause 1.1 (Definitions);

(ii)	an extension to the date of payment of any amount of principal, interest or commitment fees under this Agreement or the Security Documents or the extension of an Additional Facility Availability Period;

(iii)	a reduction in the Margin or the amount of any payment of principal, interest, fees or commission payable under this Agreement or the Security Documents;

(iv)	an increase in a Lender's Additional Facility Commitment;

(v)	an assignment, transfer, novation or other disposal of any of, or any interest in, an Obligor's rights and/or obligations under this Agreement other than in accordance with Clause 26 (Changes to the Parties);

(vi)	any provision which expressly requires the consent of all the Lenders;

(vii)	Clause 2.5 (Nature of a Finance Party's rights and obligations), Clause 26.2 (Transfers by Lenders) or this Clause 25;

(viii)	a release of the guarantee under Clause 14 (Guarantee) other than in accordance with Clause 26 (Changes to the Parties);

(ix)	the selection of an Interest Period exceeding six months; or

(x)	the release of an asset from a Security Document (except as otherwise expressly permitted herein or in any such Security Document and except in furtherance of a disposal or any other transaction which is permitted by any Finance Document),

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(b)	An amendment or waiver which relates to the rights or obligations of the Facility Agent may not be effected without the consent of the Facility Agent.

(c)	The Facility Agent may agree with UPC Broadband any amendment to or the modification of the provisions of any of the Finance Documents or any Schedule thereto, which is necessary to correct a manifest error.

(d)	If authorised by the Majority Lenders, the Security Agent may, subject to paragraph (a) above, grant any waiver or consent in relation to, or variation of the material provisions of, any Security Document.

25.3	Change of Currency

(a)	If more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i)	any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent; and

(ii)	any translation from one currency or currency unit to another shall be at the official conversion rate recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent acting reasonably.

(b)	If a change in any currency of a country occurs, this Agreement will be amended to the extent the Agent specifies to be necessary to reflect the change in currency and to put the Banks in the same position, so far as possible, that they would have been in if no change in currency had occurred.

25.4	Waivers and remedies cumulative

(a)	may be exercised as often as necessary, subject to the terms of the relevant Finance Documents;

(b)	are cumulative and not exclusive of its rights under the general law; and

(c)	may be waived only in writing and specifically.

26.	CHANGES TO THE PARTIES

26.1	Transfers by Obligors

(a)	No Obligor may assign, transfer, novate or dispose of any of, or any interest in, its rights and/or obligations under this Agreement, except:

(i)	pursuant to a merger in accordance with Clause 16.11(b) (Acquisitions and mergers); and

(ii)	that UPC Broadband Holdco (Existing UPC Broadband Holdco) may at any time assign, transfer,

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(b)	At the time the foregoing conditions for the transfer or novation of Existing UPC Broadband Holdco's obligations shall have been satisfied (or waived, as the case may be) and such transfer or novation has taken effect:

(i)	Existing UPC Broadband Holdco will be released from its obligations under this Agreement and the other Finance Documents, without prejudice to any such obligations which may have accrued and shall not have been discharged prior to such time; and

(ii)	Existing UPC Broadband Holdco will cease to be an Original Guarantor.

26.2	Transfers by Lenders

(a)

A Lender (the Existing Lender) may at any time after the day falling five Business Days after the Signing Date assign, transfer or novate any of its rights and/or obligations under this Agreement and the other Finance Documents to another person (the New Lender), provided that in the case of a partial assignment, transfer or novation of rights and/or obligations, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in euros) of €1,000,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$1,000,000 or, in each case, such lower amount as the Existing Lender may agree with UPC Broadband (save that in the case of a partial assignment, transfer or novation by a Lender of its rights and/or obligations under an Additional Facility to an Affiliate or Related Fund of that Lender, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in euros) of €500,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$500,000 or, in each case, such lower amount as that Lender may agree with UPC Broadband).

(b)	The prior consent of UPC Broadband is required for any such assignment, transfer or novation (unless to an Affiliate or to a Lender, but without prejudice to Clause 26.2(a)), provided that:

(i)	UPC Broadband's consent must not be unreasonably withheld or delayed;

(ii)	the consent of UPC Broadband to an assignment, transfer or novation must not be withheld solely because the assignment, novation or transfer may result in an increase to the Mandatory Cost;

(iii)	the prior consent of UPC Broadband is not required when (A) the assignment, novation or transfer of a Lender's rights and/or obligations is to an Affiliate or Related Fund of that Lender or (B) an Event of Default is outstanding;

(iv)	nothing in this Clause 26.2 restricts the ability of any Lender to enter into any sub‑participation or other arrangement with any third party relating to the Finance Documents which does not transfer to that third party any obligation and/or legal or equitable interest in any of the rights arising under this Agreement.

(c)	A transfer of obligations will be effective only if the obligations are novated in accordance with Clause

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(d)	If, on the date of an assignment, transfer or novation of rights and/or obligations, it is a requirement of Dutch law that each Lender must be a Professional Market Party, then on the date that such assignment, transfer or novation becomes effective, the New Lender must make the declaration and representation on the terms set out in paragraph 2 of the Novation Certificate.

(e)	On each occasion an Existing Lender assigns, transfers or novates any of its rights and/or obligations under this Agreement (other than to an Affiliate or Related Fund of that Existing Lender), the New Lender shall, on the date the assignment, transfer and/or novation takes effect, pay to the Facility Agent for its own account a fee of ε1,500.

(f)	An Existing Lender is not responsible to a New Lender for:

(i)	the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document;

(ii)	the collectability of amounts payable under any Finance Document; or

(iii)	the accuracy of any statements (whether written or oral) made in connection with any Finance Document.

(g)	Each New Lender confirms to the Existing Lender and the other Finance Parties that:

(i)	it has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

(ii)	it will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under this Agreement or any Additional Facility Commitment is in force; and

(iii)	where such New Lender is a Lender under an Additional Facility to which a Dutch Borrower is a Borrower it is a Professional Market Party and that it is aware that it therefore does not benefit from the (creditor) protection under the Dutch Banking Act for non-Professional Market Parties.

(h)	Nothing in any Finance Document obliges an Existing Lender to:

(i)	accept a re-transfer from a New Lender of any of the rights and/or obligations assigned, transferred or novated under this Clause 26; or

(ii)	support any losses incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under this Agreement or otherwise.

(i)	Any reference in this Agreement to a Lender includes a New Lender (to the extent rights have been assigned, transferred or novated to that New Lender and to the extent that obligations have been assumed by the New Lender) but excludes a Lender if no amount is or may be owed to or by it under this Agreement and its Additional Facility Commitment has been cancelled or reduced to nil.

(j)	If any assignment, transfer or novation results, or will result by reason of circumstances existing at the

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26.3	Procedure for novations

(a)	A novation is effected if:

(i)	the Existing Lender and the New Lender deliver to the Facility Agent a duly completed certificate (a Novation Certificate), substantially in the form of Part 1 of Schedule 5 (Novation Certificate); and

(ii)	the Facility Agent executes it (which the Facility Agent shall promptly do).

(b)	Each Finance Party (other than the Existing Lender and the New Lender) irrevocably authorises the Facility Agent to execute any duly completed Novation Certificate on its behalf if that Novation Certificate effects a novation permitted by Clause 26.2 (Transfers by Lenders).

(c)	To the extent that they are expressed to be the subject of the novation in the Novation Certificate and subject to paragraph (e) below:

(i)	the Existing Lender and the other Parties (the existing Parties) will be released from their obligations to each other (the discharged obligations);

(ii)	the New Lender and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Lender instead of the Existing Lender;

(iii)	the rights of the Existing Lender against the existing Parties and vice versa (the discharged rights) will be cancelled;

(iv)	the New Lender and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Lender instead of the Existing Lender; and

(v)

the New Lender shall become, by the execution by the Facility Agent of such Novation Certificate, bound by the terms of the Security Deed as if it were an original party thereto as a Senior Beneficiary and shall acquire the same rights and assume the same obligations towards the other parties to the Security Deed as would have been acquired and assumed had the New Lender been an original party to the Security Deed as a Senior Beneficiary,

(d)

If the effective date of a novation is after the date a Request is received by the Facility Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Lender shall be obliged to participate in that Advance in respect of its discharged obligations notwithstanding that novation, and the New Lender shall reimburse the Existing Lender for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the discharged

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(e)	If an Existing Lender effects a Mid-Interest Period Transfer:

(i)

the Facility Agent has an obligation to make interest accruing on and prior to the date on which the Mid-Interest Period Transfer took effect (the Pre‑Transfer Accrued Interest) available to the Existing Lender in accordance with Clause 9.3 (Distribution). Once such Accrued Interest has been made available to the Existing Lender in accordance with Clause 9.3 (Distribution), the Facility Agent will be released from all obligations towards the Existing Lender;

(ii)	the Facility Agent will have no obligation to pay Pre‑Transfer Accrued Interest to the New Lender;

(iii)	such Existing Lender will continue to have the right to receive Pre‑Transfer Accrued Interest. Once such Pre-Transfer Accrued Interest has been made available to such Existing Lender in accordance with Clause 9.3 (Distribution), all rights of such Existing Lender against the Facility Agent will be cancelled; and

(iv)	the New Lender will have no right to receive Pre‑Transfer Accrued Interest from the Facility Agent.

26.4	Additional Obligors

(a)	(i)    Subject to paragraphs (b) and (c) below, a Subsidiary of UPC Broadband may become an Additional Guarantor and any member of the Borrower Group may become an Additional Borrower by delivering to the Facility Agent an Obligor Accession Agreement, duly executed by that company as an Additional Guarantor or Additional Borrower (as applicable).

(ii)	A person which (A) becomes the immediate Holding Company of UPC Broadband or (B) becomes a Guarantor under the Existing Facility Agreement shall, prior to or contemporaneously with becoming such Holding Company, become an Additional Guarantor by delivering to the Facility Agent an Obligor Accession Agreement, duly executed by that company as an Additional Guarantor.

(iii)

A member of the Borrower Group that becomes an Additional Borrower shall, prior to or contemporaneously with becoming an Additional Borrower, become an Additional Guarantor by delivering to the Facility Agent an Obligor Accession Agreement (which may be the same Obligor Accession Agreement entered into by that Additional Borrower referred to in subparagraph (i) above) duly executed by that company as an Additional Guarantor.

(iv)	Upon execution and delivery of an Obligor Accession Agreement and delivery of the documents specified in subparagraph (v) below, the relevant Subsidiary, member of the Borrower Group or person referred to in subparagraph (i), (ii) or (iii) above will become an Additional Guarantor or Additional Borrower and an Additional Guarantor (as applicable).

(v)	UPC Broadband shall procure that, at the same time as an Obligor Accession Agreement is delivered to the Facility Agent, there is also delivered to the Facility Agent all those documents listed in Part 2 of Schedule 2 (Conditions Precedent Documents), in each case in form and substance satisfactory to the Facility Agent (acting reasonably).

(vi)	The Obligor Accession Agreement referred to in subparagraph (i) above may, in the case of an Additional Guarantor, with the prior written approval of the Facility Agent, include a limitation

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(b)	UPC Broadband shall:

(i)	procure that at all times the value of the aggregate EBITDA of:

(A)	the Guarantors as of the Effective Date (other than UPC Broadband, any UPC Broadband Holdco, UPC Holding and UPC Holding II) and their respective Subsidiaries (as calculated by reference to the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information)); and

(B)

any Additional Guarantors which have become Guarantors since the Effective Date and their respective Subsidiaries (as calculated by reference to the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information) or, if no such financial statements have been provided in respect of such Additional Guarantors, as calculated by reference to the financial statements referred to in paragraph 11 of Part 2 of Schedule 2 (Conditions Precedent Documents) provided under Clause 26.4(a)(iii) (Additional Obligors) in respect of each Additional Guarantor),

(ii)	consult with the Facility Agent prior to any entity becoming an Additional Guarantor in order to ensure that no material adverse change would or be reasonably likely to occur, as a result of such entity becoming an Additional Guarantor, in the consolidated financial position of the Borrower Group (taken as a whole) which would or be reasonably likely to have a Material Adverse Effect.

(c)	A member of the Borrower Group may only become an Additional Borrower:

(i)

if such member of the Borrower Group executes an Obligor Accession Agreement prior to or contemporaneously with the execution by the relevant Initial Additional Facility Lenders of the relevant Additional Facility Accession Agreement and (other than in the case of UPC Financing) such Obligor Accession Agreement specifies the relevant Additional Facility under which that member of the Borrower Group is to be a Borrower; and

(ii)	with the prior consent of the Majority Lenders (except in the case of UPC Financing).

(d)	UPC Broadband represents and warrants to the Finance Parties that it is in compliance with paragraph (b) above as of the Effective Date (all relevant calculations being made by reference to the financial statements most recently provided under Clause 16.2(a) or (b) (Financial information)).

(e)

After the Effective Date, UPC Broadband shall be in compliance with its obligations under paragraph (b) above if it procures that any of its Subsidiaries which are required to become Additional Guarantors do so within 60 days after the delivery to the Facility Agent of any financial statements delivered under Clause 16.2(a) or (b) (Financial information) which demonstrate that additional Subsidiaries of UPC Broadband are required to be become Additional Guarantors under paragraph (b).

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(f)

The execution of an Obligor Accession Agreement constitutes confirmation by the relevant Additional Guarantor or Additional Borrower (if applicable) that the relevant representations and warranties set out in Clause 15 (Representations and Warranties) to be made by it on the date of the Obligor Accession Agreement are correct, as if made with reference to the facts and circumstances then existing.

26.5	Reference Banks

(a)	If a Reference Bank ceases to be a Lender, the Facility Agent shall (after consulting with UPC Broadband) appoint another Lender which is not a Reference Bank to replace that Reference Bank.

(b)	UPC Broadband and the Facility Agent may agree to add one or more additional Reference Bank(s) from among the Lenders.

26.6	Register

27.	DISCLOSURE OF INFORMATION

(a)	Any Lender may disclose to any of its Affiliates and any other person:

(i)	to (or through) whom that Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement;

(ii)	with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or any Obligor; or

(iii)	to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation,

(b)	Notwithstanding any other provision of this Agreement, any Party to this Agreement (and any of its affiliates, officers, directors, employees, representatives, professional advisers, or other agents) may (and has since the commencement of discussions with respect to the Additional Facilities been permitted to) disclose to any and all persons, without limitation of any kind:

(i)	the U.S. tax treatment and U.S. tax structure (each as defined below) of the Additional Facilities; and

(ii)	all material of any kind (including opinions and other tax analyses) that are provided to such party

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28.	SET-OFF

28.1	Contractual set‑off

28.2	Set-off not mandatory

28.3	Notice of set-off

29.	PRO RATA SHARING

29.1	Redistribution

(a)	the recovering Finance Party shall, within three Business Days, notify details of the recovery to the Facility Agent;

(b)	the Facility Agent shall determine whether the recovery is in excess of the amount which the recovering Finance Party would have received had the recovery been received by the Facility Agent and distributed in accordance with Clause 9 (Payments);

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(c)	subject to Clause 29.3 (Exceptions), the recovering Finance Party shall, within three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the redistribution) equal to the excess;

(d)	the Facility Agent shall treat the redistribution as if it were a payment by the Obligor concerned under Clause 9 (Payments) and shall pay the redistribution to the Finance Parties (other than the recovering Finance Party) in accordance with Clause 9.7 (Partial payments); and

(e)	after payment of the full redistribution, the recovering Finance Party will be subrogated to the portion of the claims paid under paragraph (d) above, and that Obligor will owe the recovering Finance Party a debt which is equal to the redistribution, immediately payable and of the type originally discharged.

29.2	Reversal of redistribution

(a)	a recovering Finance Party must subsequently return a recovery, or an amount measured by reference to a recovery, to an Obligor; and

(b)	the recovering Finance Party has paid a redistribution in relation to that recovery,

29.3	Exceptions

(a)	A recovering Finance Party need not pay a redistribution to the extent that it would not, after the payment, have a valid claim against the Obligor concerned in the amount of the redistribution pursuant to Clause 29.1(e) (Redistribution).

(b)	A recovering Finance Party is not obliged to share with any other Finance Party any amount which the recovering Finance Party has received or recovered as a result of taking legal proceedings, if the other Finance Party had an opportunity to participate in those legal proceedings but did not do so and did not take separate legal proceedings.

30.	SEVERABILITY

(a)	the legality, validity or enforceability in that jurisdiction of any other provision of the Finance Documents; or

(b)	the legality, validity or enforceability in other jurisdictions of that or any other provision of the Finance Documents.

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31.	COUNTERPARTS

32.	NOTICES

32.1	Giving of notices

(a)	if by letter, when delivered personally or on actual receipt; and

(b)	if by facsimile or e-mail, when received in legible form.

32.2	Addresses for notices

(a)	The address and facsimile number and (if so specified) e-mail address of each Party (other than the Facility Agent and the Borrowers) for all notices under or in connection with this Agreement are:

(i)	that notified by that Party for this purpose to the Facility Agent on or before it becomes a Party; or

(ii)	any other notified by that Party for this purpose to the Facility Agent by not less than five Business Days' notice.

(b)	The address, facsimile numbers and e-mail address of the Facility Agent and the Security Agent are:

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(c)	The address, facsimile numbers and e-mail address of UPC Broadband is:

(d)	The Facility Agent shall, promptly upon request from any Party, give to that Party the address, facsimile number or e-mail address (if applicable) of any other Party applicable at the time for the purposes of this Clause 32.

33.	LANGUAGE

(a)	Any notice given under or in connection with any Finance Document shall be in English.

(b)	All other documents provided under or in connection with any Finance Document shall be:

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(i)	in English; or

(ii)	if not in English and the Facility Agent so requests, accompanied by a certified English translation and, in this case, the English translation shall prevail unless the document is a statutory or other official document.

34.	JURISDICTION

34.1	Submission

34.2	Service of process

(a)	irrevocably appoints UPC Services Ltd, 4th Floor, Michelen House, 81 Fulham Road, London, SW3 6RD as its agent for service of process relating to any proceedings before the English courts in connection with any Finance Document;

(b)	agrees to maintain an agent for service of process in England until all Additional Facility Commitments have terminated and the Advances and all other amounts payable under the Finance Documents have been finally, irrevocably and indefeasibly repaid in full;

(c)	agrees that failure by a process agent to notify the Obligor of the process will not invalidate the proceedings concerned;

(d)	consents to the service of process relating to any such proceedings by prepaid posting of a copy of the process to its address for the time being applying under Clause 32.2 (Addresses for notices); and

(e)	agrees that if the appointment of any person mentioned in paragraph (a) above ceases to be effective, the relevant Obligor shall immediately appoint a further person in England to accept service of process on its behalf in England and, failing such appointment within 15 days, the Facility Agent is entitled and authorised to appoint a process agent for the Obligor by notice to the Obligor.

34.3	Forum convenience and enforcement abroad

(a)	waives objection to the English courts on grounds of inconvenient forum or otherwise as regards proceedings in connection with a Finance Document; and

(b)	agrees that a judgment or order of an English court in connection with a Finance Document is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

34.4	Non-exclusivity

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(a)	in any other court of competent jurisdiction; or

(b)	concurrently in more than one jurisdiction.

35.	WAIVER OF IMMUNITY

(a)	agrees that if a Finance Party brings proceedings against it or its assets in relation to a Finance Document, no immunity from those proceedings (including, without limitation, suit, attachment prior to judgment, other attachment, the obtaining of judgment, execution or other enforcement) will be claimed by or on behalf of itself or with respect to its assets;

(b)	waives any such right of immunity which it or its assets now has or may subsequently acquire; and

(c)	consents generally in respect of any such proceedings to the giving of any relief or the issue of any process in connection with those proceedings, including, without limitation, the making, enforcement or execution against any assets whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in those proceedings.

36.	WAIVER OF TRIAL BY JURY

37.	GOVERNING LAW

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1.	Constitutional Documents

(a)

A copy of the articles of association and certificate of incorporation of each Obligor (other than UPC Financing) and the partnership agreement in relation to 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 the date of this Agreement.

(b)	An extract of the registration in the trade register of the Dutch Chamber of Commerce of each Obligor established in The Netherlands.

2.	Authorisations

(a)	A copy of an extract of a resolution of the managing or supervisory board of directors (or equivalent) and, to the extent that a shareholders' resolution is required under the constitutional documents of any Obligor established in The Netherlands, a copy of an extract of the shareholders' resolution of each Obligor:

(i)	approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party (including, in the case of each Guarantor, the giving of the guarantee under Clause 14 (Guarantee)) and resolving that it execute and, where applicable, deliver the Finance Documents;

(ii)	authorising a specified person or persons to execute and, where applicable, deliver the Finance Documents to which it is a party on its behalf; and

(iii)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including Requests) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party;

(b)	a specimen of the signature of each person authorised by the resolutions referred to in paragraph (a) above;

(c)	certificate of an authorised signatory of UPC Broadband certifying that each copy of the documents specified in Part 1 of this Schedule 2 and supplied by UPC Broadband is a true copy and in full force and effect as at a date no earlier than the Signing Date; and

(d)	evidence that all of the requirements of Section 25 of the Netherlands Works Council Act (Wet op de Ondernemingsraden) in connection with the transactions contemplated by the Finance Documents have been complied with by each Obligor established in The Netherlands.

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3.	Legal opinions

(a)	Allen & Overy, London, Amsterdam, Antwerp and New York, legal advisers to the Facility Agent;

(b)	Vinge KB, Stockholm, legal advisers to the Facility Agent;

(c)	Wiersholm, Mellbye & Bech, Oslo, legal advisers to the Facility Agent.

4.	Finance Documents

(a)	The Security Documents in Schedule 7 (Security Documents) duly executed by all parties thereto.

(b)	The Security Deed duly executed by all parties thereto.

(c)	All relevant notices of security required to be delivered under any Security Document together with acknowledgements of such notices, in each case in the form required by the relevant Security Document.

(d)	Delivery to the Security Agent of share certificates and duly completed blank stock transfer forms (or equivalent) in respect of all shares or partnership interests (as applicable) subject to the Security Documents listed in Schedule 7 (Security Documents).

(e)	UCC-1 Financing Statements duly executed by each of UPC Holding and UPC Holding II.

(f)	Completion of all other steps specified by the Security Agent as being necessary to perfect the Security Interests intended to be created by the Security Documents listed in Schedule 7 (Security Documents).

5.	Financial information

(a)	Audited consolidated financial statements for UPC for the financial year ending 31 December 2002.

(b)	The Original Borrower Group Financial Statements, together with the financial statements of the Borrower Group for the Accounting Period ended 30 September 2003.

6.	Other documents

(a)	A copy of (and of all applications for) any and all approvals, consents, licences, exemptions and other requirements of governmental and other authorities required for the entering into or performance of the Finance Documents to be entered into on or about the Signing Date by each party.

(b)	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 transactions contemplated by this Agreement or the validity and enforceability of this Agreement.

(c)	Evidence that all fees, costs and expenses required to be paid by UPC Broadband on or before the Effective Date pursuant to Clause 21.1 (Transaction Expenses) have been paid.

(d)	A duly executed copy of Intercreditor Agreement.

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(e)	A copy of the Business Plan.

(f)	A copy of a duly executed Verification Letter from each Facility D Lender.

(g)	A copy of an amendment to the partnership agreement of UPC Financing to permit a further assignment of the partnership interest in UPC Financing to be granted.

(h)	A copy of a deed of amendment to the articles of association of UPC Nederland B.V. permitting the entry into of further security agreements and the related notulen and evidence of the execution and delivery to the Ministry of Justice in the Netherlands of the deed of amendment and notulen.

(i)	A statement signed on behalf of United Pan-Europe Communications Norge AS confirming that it has not received any notifications of pledges other than the share pledge dated 31 October 2000 granted to TD Bank Europe Limited as security agent under the Existing Facility Agreement.

(j)	A copy of a letter from UPC Services Limited acknowledging its appointment as agent for service of process relating to any proceedings before the English courts, in connection with any Finance Document by each Obligor which is not incorporated in England and Wales.

(k)	A copy of the Fee Letter.

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1.	An Obligor Accession Agreement, duly executed as a deed (or using any equivalent necessary formality, in the case of an Additional Obligor incorporated outside the United Kingdom) by the Additional Obligor.

2.

In the case of an Additional Obligor (other than any UPC Broadband Holdco), a pledge over all the issued shares of the Additional Obligor owned by any member of the Borrower Group in substantially the same form as a share pledge already granted to the Security Agent over shares of another Obligor incorporated in the same jurisdiction as the Additional Obligor or in such other form as the Security Agent may reasonably require, together with a Security Provider's Deed of Accession executed by such member of the Borrower Group, such notices and other documents as the Security Agent may require to perfect such share pledge.

3.	Details of:

(a)	(in the case of an Additional Obligor, other than any UPC Broadband Holdco) all material receivables (aggregating ε10,000,000 (or its equivalent in other currencies) or more) which are owed to the Additional Obligor by Priority Telecom N.V.;

(b)	(in the case of, an Additional Obligor, other than UPC Broadband Holdco) all intercompany loans owed to the Additional Obligor by any member of the Borrower Group, together with an Obligor Pledge of Shareholder Loans executed by the Additional Obligor in respect of such intercompany loans and the other documents referred to in Clause 16.14 (Loans and guarantees);

(c)

where the Additional Guarantor will become a UPC Broadband Holdco at the same time as, or after, it becomes an Additional Guarantor, details of all Financial Indebtedness owing to the Additional Guarantor by any member of the Borrower Group, together with a Pledge of Subordinated Shareholder Loans executed by the Additional Guarantor in respect of such Financial Indebtedness and the other documents referred to in Clause 16.24(a) (Shareholder Loans); and

(d)	(in the case of an Additional Obligor, other than any UPC Broadband Holdco) all Financial Indebtedness owing by the Additional Obligor to any Restricted Person, together with a Pledge of Subordinated Shareholder Loans executed by the relevant Restricted Person(s) (if any) in respect of such Financial Indebtedness and the other documents referred to in Clause 16.24(a) (Shareholder Loans).

4.

A pledge over such of the receivables referred to in subparagraph 3(a) above (in the case of an Additional Obligor, other than any UPC Broadband Holdco) as in the opinion of the Security Agent is necessary to maintain the coverage of the Security Documents over such receivables owed to the Borrower Group on a basis consistent with Clause 16.25 (Further security over receivables) in substantially the same form as a receivables pledge already granted to the Security Agent (i) by a member of the Borrower Group incorporated in the same jurisdiction as the Additional Obligor or (ii) in respect of receivables located in the same jurisdiction as the relevant receivables or (iii) in such other form as the Security Agent may reasonably request, together with all such notices and other documents as the Security Agent may require to perfect the receivables pledge.

5.	A copy of the memorandum and articles of association and certificate of incorporation (or other equivalent constitutional documents) of the Additional Obligor (and any Subsidiary of the Additional Obligor, the issued shares of which are to be subject to a share pledge referred to in paragraph 6 below).

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6.

(a)    Where the Additional Guarantor will become a UPC Broadband Holdco at the same time as, or after, it becomes an Additional Guarantor, a pledge over all the issued shares of UPC Broadband substantially in the same form as a share pledge already granted to the Security Agent over shares of UPC Broadband or in such other form as the Security Agent may reasonable require, together with such notices and other documents as the Security Agent may require to perfect such share pledge.

(b)

In the case of an Additional Obligor (other than any UPC Broadband Holdco), a pledge over all the issued shares of any Subsidiary (a Relevant Subsidiary) of the Additional Obligor (other than shares not owned by the Additional Obligor or any Subsidiary of the Additional Obligor) if in the opinion of the Security Agent such pledge is necessary to maintain the coverage of the Security Documents over shares in Obligors (other than UPC Holding and any other UPC Broadband Holdco) or other key members of the Borrower Group (being holding companies in respect of one or more members of the Borrower Group which carry on business in a particular jurisdiction). Such share pledge shall be in substantially the same form as a Share Pledge already granted to the Security Agent over shares in a person incorporated in the same jurisdiction as the Relevant Subsidiary or in such other form as the Security Agent may reasonably require, together with such notices and other documents as the Security Agent may require to perfect such pledge.

7.	A copy of a resolution of the board of directors of the Additional Obligor:

(a)	approving the terms of, and the transactions contemplated by, the Obligor Accession Agreement (and any relevant Security Document referred to in paragraphs 2, 3, 4 or 6 above (each an Additional Security Document) resolving that it execute the Obligor Accession Agreement (and each Additional Security Document);

(b)	authorising a specified person or persons to execute the Obligor Accession Agreement and each Additional Security Document; and

(c)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents to be signed and/or despatched by it under or in connection with the Finance Documents.

8.	A copy of any other authorisation or other document, opinion or assurance which the Facility Agent reasonably considers to be necessary in connection with the entry into and performance of, and the transactions contemplated by, the Obligor Accession Agreement or any Additional Security Document.

9.	A specimen of the signature of each person authorised by the resolution referred to in paragraph 7 above.

10.

A certificate of an authorised signatory of the Additional Obligor certifying that each copy of the documents specified in Part 2 of this Schedule 2 and provided by it is a true copy and in full force and effect as at a date no earlier than the date of the Obligor Accession Agreement (and, in the case of an Additional Obligor other than any UPC Broadband Holdco, if required by the Facility Agent, a certificate of each Relevant Subsidiary in respect of each copy of the documents provided by it in accordance with the provisions of Part 2 of this Schedule 2).

11.	A copy of the latest financial statements (audited, if available) of the Additional Obligor.

12.	A legal opinion of legal advisers to the Facility Agent, and, if applicable, other lawyers approved by the Facility Agent in the place of incorporation of the Additional Obligor (and/or each Relevant Subsidiary) addressed to the Finance Parties.

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13.	All other notices, documents and other steps required to perfect the security constituted by each Additional Security Document (including, without limitation, accession to, or entry into (as the case may be), by:

(a)	the relevant Additional Obligor (and any member of the Borrower Group which is an intercompany debtor in respect of the Additional Obligor) of an Obligors' Framework Agreement; or

(b)	as the case may be, the relevant Restricted Person referred to subparagraph 3(d) above (and the Additional Obligor) of a Restricted Person's Framework Agreement.

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1.	The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

2.

On the first day of each Interest Period (or as soon as possible thereafter) the Facility Agent shall calculate, as a percentage rate, the arithmetic mean (rounded up, if necessary, to four decimal places) of the respective rates notified by each Reference Bank to the Facility Agent at its request as the rate resulting from the application of the formulae set out in paragraphs 3 and 4 below (the Additional Cost Rate).

3.

The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Facility Agent. This percentage will be certified by that Lender in its notice to the Facility Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender's participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.

4.	The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Facility Agent as follows:

E	is designed to compensate the Reference Banks for amounts payable under the Fees Rules (but, for this purpose, ignoring any minimum fee required pursuant to the Fees Rules) and is calculated by the Facility Agent as being the average for the most recent rates of charge supplied by the Reference Banks to the Facility Agent pursuant to paragraph 6 below and expressed in pounds per £1,000,000.

5.	For the purposes of this Schedule:

(a)	Fees Rules means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(b)	Fee Tariffs means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate; and

(c)	Tariff Base has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

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6.

If requested by the Facility Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Facility Agent, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Reference Bank.

7.	Each Lender shall supply any information required by the Facility Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which its becomes a Lender:

(d)	the jurisdiction of its Facility Office; and

(e)	any other information that the Facility Agent may reasonably require for such purpose.

8.	The rates of charge of each Reference Bank for the purpose of E above shall be determined by the Facility Agent based upon the information supplied to it pursuant to paragraphs 6 and 7 above.

9.	The Facility Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Reference Bank pursuant to paragraph 3 above is true and correct in all respects.

10.	The Facility Agent shall distribute the additional amounts received as a result of the Mandatory Costs to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Reference Bank pursuant to paragraphs 3, 6 and 7 above.

11.	Any determination by the Facility Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all Parties.

12.

The Facility Agent may from time to time, after consultation with UPC Broadband and the Lenders, determine and notify to all Parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all Parties.

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1.	[We wish to cancel a portion of Total Additional Facility Commitments in the following amounts:

(a)	Additional Facilities:

(b)	Application of Advance[s]:

2.	Terms defined in the above Credit Agreement have the same meaning in this notice.

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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.

In the case of an Additional Facility under which a Dutch Borrower is a Borrower, on the [date of execution of the Novation Certificate] and on the [effective transfer date], the New Lender declares and represents to the Existing Lender, the other Finance Parties and each Dutch Borrower that [it is exempted from the requirement to be a Professional Market Party because it forms part of a closed circle (besloten kring) with [name of Dutch Borrower].][:

(a)	it is a Professional Market Party;

(b)	it acknowledges that as a consequence it has no benefit from the (creditor) protection under the Dutch Banking Act for non-Professional Market Parties; and

(c)	it has made its own credit appraisal of each Dutch Borrower.]

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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(a)	to become an [Additional Borrower and an Additional Guarantor/Additional Guarantor and to be bound by the terms of the Credit Agreement as an [Additional Borrower and an Additional Guarantor/Additional Guarantor] in accordance with Clause 26.4 (Additional Obligors);

(b)	to become a party to the Security Deed as a Charging Entity and to observe, perform and be bound by the terms and provisions of the Security Deed in the capacity of a Charging Entity in accordance with clause 9.6 (Charging Entities) of the Security Deed; and

(c)	to become a party to the Intercreditor Agreement as a Charging Entity and to observe, perform and be bound by the terms and provisions of the Intercreditor Agreement in the capacity of a Charging Entity in accordance with clause 8.1 of the Intercreditor Agreement.

(d)	[The relevant Additional Facility will be a [insert currency][       ] term facility with [                 ] as Lenders].*

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1.	Terms defined in the Credit Agreement shall have the same meaning in this Deed.

2.	We refer to Clause 2.2 (Additional Facilities) of the Credit Agreement.

3.	We, [Name of Lender(s)] agree:

(e)	to become party to and to be bound by the terms of the Credit Agreement as [a] Lender(s) in accordance with Clause 2.2 (Additional Facilities); and

(f)	to become a party to the Security Deed as a Lender and to observe, perform and be bound by the terms and provisions of the Security Deed in the capacity of Lender in accordance with clause 9.3 (Transfers by Lenders) of the Security Deed.

4.	On the date on which this agreement becomes effective and where such Lender is a Lender under an Additional Facility to which a Borrower is a Dutch Borrower, the Lender declares and represents to the Finance Parties and UPC Broadband that [it is [exempted from the requirement to be a Professional Market Party because it forms part of a closed circle (besloten kring) with UPC Broadband.][:

(a)	it is a Professional Market Party;

(b)	it acknowledges that, as a consequence, it has no benefit from the (creditor) protection under the Dutch Banking Act for non-professional Market Parties; and

(c)	it has made its own credit appraisal of UPC Broadband.]

5.	Our Additional Facility Commitment is EUR/US$/Additional Currency [             ].

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6.	[The Final Maturity Date in respect of our Additional Facility Commitment is [         ]/[Our Additional Facility Commitment will be repaid at a rate of [up to one] per cent. per annum starting on the day falling 12 months from the date of this accession agreement until [     ] on which date each Advance under this Additional Facility will be repaid in full].

7.	The Availability Period in relation to this Additional Facility is [     ].

8.	The Margin in relation to this Additional Facility is [   ] per annum. [If applicable set out how the Margin will be adjusted].

9.	The commitment fee in relation to this Additional Facility under Clause 20.1 (Commitment fee) is [   ] per cent. per annum.

10.	[The Borrower in relation to this Additional Facility is [         ].]

11.	Advances under this Additional Facility will be applied [                        ].

12.	[This Additional Facility can be re-borrowed in accordance with the terms of the Credit Agreement (as set out in Clause 7.10(d) (Miscellaneous provisions).)]

13.

[For the purposes of partial assignments, transfers or novations of rights and/or obligations by a Lender in respect of this Additional Facility under Clause 26.2 (Transfers by Lenders) of the Credit Agreement, the Lenders and UPC Broadband agree that, for the purposes of Clause 26.2(a) (Transfers by Lenders), such assignment, transfer or novation shall be in a minimum amount of [insert Additional Currency amount that is lower than the equivalent of €1,000,000 and U.S.$1,000,000] (save that in the case of a partial assignment, transfer or novation by a Lender of its rights and/or obligations under this Additional Facility to an Affiliate or Related Fund of that Lender, such assignment, transfer or novation shall be in a minimum amount of [insert Additional Currency amount that is lower than the equivalent of €500,000 and US$500,000]).]

14.	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.

15.	The Facility Office and address for notices of the Lender for the purposes of Clause 32.2 (Addresses for notices) is:

16.	This Agreement is governed by English law.

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1.	Confidentiality Undertaking

(a)	to keep the Confidential Information confidential and not to disclose it to anyone except as provided for by paragraph 2 below and to ensure that the Confidential Information is protected with security measures and a degree of care that would apply to your own confidential information;

(b)	to keep confidential and not disclose to anyone the fact that the Confidential Information has been made available or that discussions or negotiations are taking place or have taken place between us in connection with the Facility;

(c)	to use the Confidential Information only for the Permitted Purpose;

(d)	to use all reasonable endeavours to ensure that any person to whom we pass any Confidential Information (unless disclosed under subparagraph 21.1(b) below) acknowledges and complies with the provisions of this letter as if that person were also a party to it; and

(e)	not to make enquiries of any member of the Borrower Group or any of their officers, directors, employees or professional advisers relating directly or indirectly to the Facility.

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2.	Permitted Disclosure

(a)	We agree that you may disclose Confidential Information:

(i)	to members of the Participant Group and their officers, directors, employees and professional advisers to the extent necessary for the Permitted Purpose and to any auditors of members of the Participant Group;

(ii)

(A) where requested or required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body, (B) where required by the rules of any stock exchange on which the shares or other securities of any member of the Participant Group are listed or (C) where required by the laws or regulations of any country with jurisdiction over the affairs of any member of the Participant Group;

(iii)	with the prior written consent of us and the Borrower.

(b)	Notwithstanding any other provision of this letter, any party to this letter (and any of its affiliates, officers, directors, employees, representatives, professional advisers, or other agents) may and has since the commencement of discussions with respect to the Facility been permitted to disclose to any and all persons, without limitation of any kind:

(i)	the U.S. tax treatment and U.S. tax structure (each as defined below) of the Facility: and

(ii)	all material of any kind (including opinions and other tax analyses) that are provided to such party relating to such U.S. tax treatment or U.S. tax structure,

3.	Notification of Required or Unauthorised Disclosure

4.	Return of Copies

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5.	Continuing Obligations

6.	No Representation; Consequences of Breach, etc

(d)

neither we nor any of our officers, employees or advisers (each a Relevant Person) (i) make any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completeness of any of the Confidential Information or any other information supplied by us or any member of the Borrower Group or the assumptions on which it is based or (ii) shall be under any obligation to update or correct any inaccuracy in the Confidential Information or any other information supplied by us or any member of the Borrower Group or be otherwise liable to you or any other person in respect to the Confidential Information or any such information; and

(e)	we or members of the Borrower Group may be irreparably harmed by the breach of the terms of this letter and damages may not be an adequate remedy; each Relevant Person or member of the Borrower Group may be granted an injunction or specific performance for any threatened or actual breach of the provisions of this letter by you.

7.	No Waiver; Amendments, etc.

8.	Inside Information

9.	Nature of Undertakings

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10.	Third party rights

(a)	Subject to paragraph 6 and paragraph 9 the terms of this letter may be enforced and relied upon only by you and us and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.

(b)	Notwithstanding any provisions of this letter, the parties to this letter do not require the consent of any Relevant Person or any member of the Borrower Group to rescind or vary this letter at any time.

11.	Governing Law and Jurisdiction

12.	Definitions

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(a)	the U.S. tax treatment and U.S. tax structure (each as defined below) of the Facility; and

(a)	all material of any kind (including opinions and other tax analyses) that are provided to such party relating to such U.S. tax treatment or U.S. tax structure,

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1.	Each share pledge given in favour of the Security Agent by:

(c)	UPC Holding in respect of its interest in the share capital of UPC Broadband;

(d)	UPC Holding in respect of its interest in the share capital of UPC Holding II;

(e)	UPC Broadband in respect of its interest in the share capital of UPC Scandinavia Holding B.V.;

(f)	UPC Broadband in respect of its interest in the share capital of UPC Austria Holding B.V. (previously called Cable Networks Austria Holding B.V.);

(g)	UPC Broadband in respect of its interest in the share capital of UPC France Holding B.V.;

(h)	UPC Broadband in respect of its interest in the share capital of UPC Nederland B.V.;

(i)	UPC Broadband in respect of its interest in the share capital of UPC Central Europe Holding B.V. (previously called Stipdon Investments B.V.).;

(j)	UPC Scandinavia Holding B.V. in respect of its interest in the share capital of United Pan-Europe Communications Norge AS;

(k)	UPC Scandinavia Holding B.V. and UPC Austria Holding B.V. (previously called Cable Networks Austria Holding B.V.) in respect of their respective interests in the share capital of UPC Belgium SA;

(l)	UPC Scandinavia Holding B.V. in respect of its interest in the share capital of NBS Nordic Broadband Services AB;

(m)	UPC Central Europe Holding B.V. (previously called Stipdon Investments B.V.) in respect of its interest in the share capital of UPC Czech Holding B.V.;

(n)	UPC Central Europe Holding B.V. (previously called Stipdon Investments B.V.) in respect of its interest in the share capital of UPC Slovakia Holding B.V.;

(o)	UPC Central Europe Holding B.V. (previously called Stipdon Investments B.V.) in respect of its interest in the share capital of UPC Romania Holding B.V.; and

(p)	UPC Central Europe Holding B.V. (previously called Stipdon Investments B.V.) in respect of its interests in the share capital of Telekabel Hungary N.V.

(q)	UPC Broadband in respect of the its interest in the share capital of UPC Poland Holding B.V. (previously called UPC Telecom B.V.).

2.	Pledge by each of UPC Holding and UPC Holding II of its partnership interest in UPC Financing.

3.	(b)    Obligor Pledge of Shareholder Loans between UPC Broadband, UPC Scandinavia Holding B.V.,

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(a)	Pledge of Subordinated Shareholder Loans between UPC Holding and the Security Agent;

(b)	Obligor Pledge of Shareholder Loans between UPC Broadband and the Security Agent;

(c)	Obligor Pledge of Shareholder Loans between UPC Broadband and the Security Agent;

(d)	Obligor Pledge of Shareholder Loans between UPC Central Europe Holding B.V. (previously called Stipdon Investments B.V.) and the Security Agent;

(e)	Obligor Pledge of Shareholder Loans between Scandinavia Holding B.V. and the Security Agent;

(f)	Obligor Pledge of Shareholder Loans between UPC Broadband and the Security Agent; and

(g)	Obligor Pledge of Shareholder Loans between UPC Broadband and the Security Agent in respect of UPC Poland Holding B.V. receivables;

(h)	Obligor Pledge of Shareholder Loans between UPC Poland Holding B.V. and the Security Agent in respect of UPC Polska LLC receivables;

(i)	Obligor Pledge of Shareholder Loans between UPC France Holding B.V. and the Security Agent in respect of MediaReseaux receivables; and

(j)	Obligor Pledge of Shareholder Loans between UPC Broadband and the Security Agent in respect of UPC France Holding SNC receivables.

4.	Deed of pledge of registered shares in favour of the Security Agent by UPC Broadband over its interest in UGC Europe Holding Services B.V.

5.	Bank account pledge between UPC Broadband, Fortis Bank (Nederland) B.V. and the Security Agent.

6.	Securities account pledge between UPC Scandinavia Holding B.V., Fortis Bank (Nederland) N.V. and the Security Agent in relation to the shares in the capital of NBS Nordic Broadband AB.

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*	All the asterisked entities are not part of the Borrower Group at the Signing Date. These entities figure on the chart for the sake of clarification.

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1.	Austria

2.	France

3.	The Netherlands

4.	Romania

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1.	Interpretation    1

2.	Powers of the Security Agent    8

3.	General Duties of the Security Agent    10

4.	Supplementary Provisions    10

5.	Enforcement of and Other Action under the Security Agent Security Documents13

6.	Application of Proceeds14

7.	Restrictions and Limitations on and Exclusions of the Duties and Responsibilities of the Security Agent    16

8.	No Restriction on or Liability to Account for Other Transactions    18

9.	Changes to Parties to this Deed    18

10.	Effect of this Deed as regards the Charging Entities    22

11.	Senior Hedging Agreements    22

12.	High Yield Hedging Agreements    24

13.	Miscellaneous    25

14.	Notices    26

15.	Governing Law and Jurisdiction    28

10.	The Original Guarantors      29

11.	Lenders    31

12.	Form of Facility Agent's Deed of Accession    33

13.	Form of Senior Hedging Bank's Deed of Accession    35

14.	Form of Security Provider's Deed of Accession    37

15.	Form of Security Agent's Deed of Accession    39

16.	Form of High Yield Hedging Bank's Deed of Accession    41

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(1)	UPC BROADBAND HOLDING B.V. (previously called UPC Distribution Holding B.V.) (UPC Broadband);

(2)	UPC HOLDING B.V., a private limited company incorporated under the laws of The Netherlands with its registered office as of the Signing Date at Beech Avenue 100, 1119 PW Schiphol Rijk, Postbus 74763, 1070 BT Amsterdam, The Netherlands as Subordinated Creditor;

(3)	THE COMPANIES whose names and addresses are set out in Schedule 1 as Original Guarantors;

(4)	THE LENDERS AND FINANCIAL INSTITUTIONS whose names and addresses are set out in Schedule 2 in their capacities as Lenders;

(5)	TORONTO DOMINION (TEXAS) LLC in its capacity as Facility Agent;

(6)	TD BANK EUROPE LIMITED in its capacity as Security Agent;

(7)	The Senior Hedging Banks who are a party to this Deed from time to time; and

(8)	The High Yield Hedging Banks who are a party to this Deed from time to time.

(A)

By an agreement (as from time to time amended, varied, extended, restated, refinanced or replaced, the New Facility Agreement) dated 16 January 2004 and made between UPC Broadband (1), the entities whose names and registered offices are set out in Schedule 1 thereto as Original Guarantors (2), the banks and financial institutions whose names and addresses are set out in part 2 of schedule 1 thereto as Initial Original Facility Lenders (3), the Facility Agent (3) and the Security Agent (4) and Toronto Dominion (Texas) LLC as facility agent under the Existing Facility (6), the Lenders have agreed to make available to UPC Broadband credit facilities of up to €1,072,000,000 as well as additional credit facilities from time to time.

(B)	The execution and delivery of this Deed, pursuant to which, inter alia, the Security Agent agrees to hold the benefit of the Security Agent Security Documents (including the security created thereby) on trust or as otherwise provided by this Deed is one of the conditions precedent to the Lenders making their Additional Facility Commitments available under the New Facility Agreement.

1.	INTERPRETATION

1.1	Definitions

(a)	an Initial Additional Facility Lender; and

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(b)	any person which has become a New Lender under an Additional Facility in accordance with Clause 26 (Changes to the Parties) of the New Facility Agreement,

(c)	the Total Commitments (as defined in the Existing Facility Agreement) have been irrevocably cancelled or reduced to nil and all Senior Indebtedness (as defined in the Existing Security Deed) has been irrevocably paid in full; and

(d)	the Total Commitments have been irrevocably cancelled or reduced to nil and all Senior Indebtedness has been irrevocably paid in full. Paragraph (b) of this definition shall not apply for the purposes of Clause 7.8 (Indemnity Beneficiaries) only.

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(e)	in respect of its High Yield Hedging Agreements which have then been terminated:

(i)

where all or part of the proceeds of the Subordinated Shareholder Loans in respect of any Serviceable Subordinated Debt have been applied in mandatory prepayment and cancellation of the Facility D under the New Facility Agreement or the Facilities under the Existing Facility Agreement, the aggregate amount(s) outstanding from any High Yield Hedging Counterparty to such High Yield Hedging Bank in respect of any High Yield Hedging Agreements which relate to such Serviceable Subordinated Debt; and

(ii)

where all or part of the proceeds of the Subordinated Shareholder Loans in respect of any Serviceable Subordinated Debt have been applied in prepayment and cancellation of Facility D under the New Facility Agreement or the Facilities under the Existing Facility Agreement, other than in mandatory prepayment, only the Relevant Proportion of the aggregate amount(s) outstanding from any High Yield Hedging Counterparty to such High Yield Hedging Bank in respect of any High Yield Hedging Agreements which relate to such Serviceable Subordinated Debt; and

(f)	in respect of its High Yield Hedging Agreements which have not then been terminated:

(i)

where all or part of the proceeds of the Subordinated Shareholder Loans in respect of any Serviceable Subordinated Debt have been applied in mandatory prepayment and cancellation of Facility D under the New Facility Agreement or the Facilities under the Existing Facility Agreement, the aggregate of the amount(s) (the Termination Amount(s)), if any, that would be payable to such High Yield Hedging Bank by any High Yield Hedging Counterparty in respect of such High Yield Hedging Agreements to which such

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(ii)	where all or part of the proceeds of the Subordinated Shareholder Loans in respect of any Serviceable Subordinated Debt have been applied in prepayment and cancellation of Facility D under the New Facility Agreement or the Facilities under the Existing Facility Agreement, other than in mandatory prepayment, only the Relevant Proportion of the Termination Amount(s),

(a)

where all or part of the proceeds of the Subordinated Shareholder Loans in respect of any Serviceable Subordinated Debt have been applied in mandatory prepayment and cancellation of Facility D under the New Facility Agreement or the Facilities under the Existing Facility Agreement, all indebtedness covenanted to be paid or discharged by any High Yield Hedging Counterparty to the High Yield Hedging Banks under any High Yield Hedging Agreements which relate to such Serviceable Subordinated Debt; and

(b)

where all or part of the proceeds of the Subordinated Shareholder Loans in respect of any Serviceable Subordinated Debt have been applied in prepayment and cancellation of Facility D under the New Facility Agreement or the Facilities under the Existing Facility Agreement other than in mandatory prepayment, only the Relevant Proportion of the indebtedness covenanted to be paid or discharged by any High Yield Hedging Counterparty to the High Yield Hedging Banks under any High Yield Hedging Agreements which relate to such Serviceable Subordinated Debt;

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1.2	Successors and assigns

1.3	Agreement definitions

1.4	Headings

1.5	Construction of certain terms

(a)	references to Clauses and Schedules are to be construed as references to the clauses of, and the schedules to, this Deed and references to this Deed include its schedules;

(b)

reference to (or to any specified provision of) this Deed or any other document shall be construed as references to this Deed, that provision or that document as in force for the time being and as amended in accordance with the terms thereof or, as the case may be, with the agreement of the relevant parties and (where such consent is, by the terms of this Deed or the relevant document or otherwise, required to be obtained as a condition to such amendment being permitted) the prior written consent of the Facility Agent, the Security Agent, all of the Lenders, the Majority Lenders or all or any of the Beneficiaries (as the case may be);

(c)	references to a regulation include any present or future regulation, rule, directive, requirement,

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(d)	words importing the plural shall include the singular and vice versa;

(e)	references to a person includes any individual, firm, company, corporation, unincorporated body of persons or any state or any of its agencies;

(f)	references to assets includes all or any part of any business, undertaking, real property, personal property, uncalled capital and any rights (whether actual or contingent, present or future) to receive, or require delivery of, any of the foregoing;

(g)	references to a guarantee include references to an indemnity or other assurance against financial loss including, without limitation, an obligation to purchase assets or services as a consequence of a default by any other person to pay any indebtedness and guaranteed shall be construed accordingly;

(h)	references to a provision of the law is a reference to that provision as amended, re‑enacted or extended;

(i)	references to indebtedness include any obligation for the payment or repayment of money, whether as principal or as surety and whether present or future, actual or contingent;

(j)	references to amendment includes a supplement, novation or re‑enactment and amended is to be construed accordingly.

1.6	Effect as a deed

1.7	Specific capacity of parties

1.8	Majority Lenders and Majority Hedging Banks

(a)

Where this Deed provides for any matter to be determined by reference to the opinion of the Majority Lenders or to be subject to the consent or request of the Majority Lenders or for any action to be taken on the instructions of the Majority Lenders, such opinion, consent, request or instructions shall (as between the Lenders) only be regarded as having been validly given or issued by the Majority Lenders if all of the Lenders shall have received appropriate prior notice of the matter on which such opinion, consent, request or instructions are required to be obtained and the relevant majority of Lenders shall have given or issued such opinion, consent, request or instructions but each Charging Entity shall be entitled (and bound) to assume that such notice shall have been duly received by each Lender and that the relevant majority shall

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(b)

Where this Deed provides for any matter to be determined by reference to the opinion of the Majority Hedging Banks or to be subject to the consent or request of the Majority Hedging Banks or for any action to be taken on the instructions of the Majority Hedging Banks, such opinion, consent, request or instructions shall (as between the High Yield Hedging Banks) only be regarded as having been validly given or issued by the Majority Hedging Banks if all of the High Yield Hedging Banks shall have received appropriate prior notice of the matter on which such opinion, consent, request or instructions are required to be obtained and the relevant majority of High Yield Hedging Banks shall have given or issued such opinion, consent, request or instructions but each Charging Entity shall be entitled (and bound) to assume that such notice shall have been duly received by each High Yield Hedging Bank and that the relevant majority shall have been obtained to constitute Majority Hedging Banks whether or not this is in fact the case.

1.9	Instructing Party

1.10	Equality of treatment

2.	POWERS OF THE SECURITY AGENT

2.1	Authorisation of Security Agent

(a)	to exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Security Agent by the Security Agent Security Documents together with such powers and discretions as are reasonably incidental thereto; and

(b)	to take such action on its behalf or in its own name as may from time to time be authorised under or in accordance with the Security Agent Security Documents.

2.2	Extent of Security Agent's duties

2.3	Security Agent's authority to execute Security Agent Security Documents

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(a)	each of the Original Security Agent Security Documents (and each Beneficiary ratifies any Original Security Agent Security Document which the Security Agent shall have entered into prior to the execution of this Deed);

(b)	any one or more further Security Agent Security Documents comprising a Further Assurance Deed; and

(c)	any and all such further Security Agent Security Documents as may be approved by the Instructing Party in writing for entry into by the Security Agent,

2.4	Amendments to Security Agent Security Documents

2.5	Matters requiring unanimous consent

(a)	to agree with any Charging Entity any amendment or waiver that has the effect of changing or which relates to:

(i)	(prior to the Changeover Date only) any of the items set out in Clause 25.2(a) (Exceptions) of the New Facility Agreement; and

(ii)	(on or following the Changeover Date) (b)an extension to the date of payment of any amount of principal or interest payable under any Security Agent Security Document, (c)this Clause 2.5, (d)the definition of Majority Hedging Banks or (e)a change to any provision of any Security Agent Security Document which expressly requires the consent of all the High Yield Hedging Banks; or

(f)	to release any asset from a Security Agent Security Document (except as otherwise expressly

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(g)	to release any Guarantor from its obligations under any guarantee under Clause 14 (Guarantee) of the New Facility Agreement other than in accordance with Clause 26 (Changes to the Parties) of the New Facility Agreement.

3.	GENERAL DUTIES OF THE SECURITY AGENT

3.1	Duty to act on instructions from the Instructing Party

3.2	Protection in acting on Facility Agent's instructions

3.3	Duty to notify

4.	SUPPLEMENTARY PROVISIONS

4.1	Declaration of Trust

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4.2	Duration

(a)	(if the trust is applicable) the expiration of a period of 80 years from the date of this Deed;

(b)

the date on which the Security Agent receives unconditional confirmation in writing from all the Beneficiaries that there is no longer outstanding any Security Agent Indebtedness, Senior Indebtedness or High Yield Hedging Indebtedness nor are any of the Beneficiaries under an obligation to permit such indebtedness to be incurred, such confirmation to be promptly provided by the Beneficiaries and, in any event, to be deemed to have been given if not provided within 10 Business Days of written request from the Security Agent; and

(c)	the unconditional release of the Charging Entities from all their respective obligations under the Security Agent Security Documents,

4.3	Powers of Security Agent

4.4	Power to invest

4.5	Power to engage agents

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4.6	Power to appoint new trustees

4.7	Power to appoint additional trustees

(a)	if the Security Agent considers such appointment to be in the interests of the Beneficiaries; or

(b)	for the purpose of conforming with any legal requirement, restriction or condition in any jurisdiction in which any particular act is to be performed; or

(c)	for the purpose of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction against any person of a judgment already obtained,

4.8	Co‑trustees to act by majority decision

4.9	Conflicts of law; consent of Beneficiaries to amendments to trusts

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(a)

in relation to any jurisdiction the courts of which would not recognise or give effect to the trusts expressed to be constituted by this Deed, the relationship of the Security Agent to the other Beneficiaries shall be construed simply as one of agent and principal or as otherwise provided in Clause 5.3 (Security Agent as joint and several creditor) but, to the fullest extent permissible under the laws of each and every such jurisdiction, this Deed shall have full force and effect as between the parties; and

(b)

any of the provisions of this Clause 4 or of Clause 6 (Application of Proceeds), 7 (Restrictions and Limitations on and Exclusions of the Duties and Responsibilities of the Security Agent) or 8 (No Restriction on or Liability to Account for Other Transactions) may be amended by agreement between the Security Agent and the other Beneficiaries without the consent of any other party to this Deed so long as such amendments do not impose additional obligations on the Charging Entities and each such other party irrevocably authorises the Security Agent in its name and on its behalf to execute all documents necessary to effect any such amendment.

5.	ENFORCEMENT OF AND OTHER ACTION UNDER THE SECURITY AGENT SECURITY DOCUMENTS

5.1	All action through the Security Agent

5.2	Duty to act as directed

5.3	Security Agent as joint and several creditor

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5.4	Security Agent's rights as joint and several creditor

5.5	Security Agent and Dutch Security

43.	APPLICATION OF PROCEEDS

6.1	Co‑operation to achieve agreed priorities of application

6.2	Order of application on enforcement

(a)	FIRST, as to a sum equivalent to the aggregate of the Security Agent Indebtedness for the First Beneficiary absolutely.

(b)

SECONDLY, as to a sum equivalent to the sum of the aggregate of (c)the Senior Indebtedness, and (d)the Total High Yield Hedging Exposures to the Second Beneficiaries absolutely (and shall pay (A)to the Senior Beneficiaries in the order set out in clause 9.7 (Partial payments) of the New Facility Agreement a sum equivalent to the proportion that the Senior Indebtedness bears to the aggregate of the Senior Indebtedness and the Total High Yield Hedging Exposures; and (B)to each High Yield Hedging Bank a sum equivalent to the proportion that the High Yield Hedging Exposure owing to such High Yield Hedging Bank bears to the aggregate of the Senior Indebtedness and

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(e)	THIRDLY, subject to each of the Changeover Date and the Senior Hedge Discharge Date (as defined in the Existing Security Deed) having occurred, to each High Yield Hedging Bank a sum equivalent to the proportion that the outstanding High Yield Hedging Exposure of such High Yield Hedging Bank bears to the outstanding High Yield Hedging Exposure of all the High Yield Hedging Banks.

(f)	FOURTHLY, subject to the High Yield Hedging Discharge Date having occurred, as to the balance for the relevant Charging Entity or whoever else is entitled to such balance absolutely.

6.3	Security Agent to rely on Beneficiaries

6.4	Information to be provided to the Security Agent

6.5	Waivers by the Charging Entities

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6.6	Security Agent's duty of care

7.	RESTRICTIONS AND LIMITATIONS ON AND EXCLUSIONS OF THE DUTIES AND RESPONSIBILITIES OF THE SECURITY AGENT

7.1	No liability

(a)	be obliged to make any enquiry as to any default by any Charging Entity in the performance or observance of any provision of any of the Security Agent Security Documents or as to whether any event or circumstance has occurred as a result of which the security constituted by any of the Security Agent Security Documents shall have or may become enforceable; or

(b)	be liable to any of the Beneficiaries for any action taken or omitted under or in connection with any of the Security Agent Security Documents unless caused by its fraud, gross negligence or wilful misconduct.

7.2	Limited duty to notify

7.3	Indemnity from Security Agent Security Documents

(a)	in the execution or exercise or bona fide purported execution or exercise of the trusts, rights, powers, authorities, discretions and duties created or conferred by or pursuant to the Security Agent Security Documents; and/or

(b)	in respect of any matter or thing done or omitted or in any way relating to the Trust Property or the provisions of any of the Security Agent Security Documents.

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7.4	Limit on Security Agent's responsibility

7.5	Reliance on communications and professional advice

7.6	Retention of deeds and documents; power to grant access

7.7	Unlawful actions

7.8	Indemnity by Beneficiaries

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8.	NO RESTRICTION ON OR LIABILITY TO ACCOUNT FOR OTHER TRANSACTIONS

8.1	Rights as a Beneficiary

8.2	Other dealings

8.3	Separate capacities

9.	CHANGES TO PARTIES TO THIS DEED

9.1	Retirement of Security Agent

(a)

The Security Agent may, at any time upon 30 days' notice to UPC Broadband and the Lenders and conditional upon the successor security agent executing a Security Agent's Deed of Accession to give effect to the provisions of subclause (c) below, retire from its appointment as Security Agent under this Deed. No such retirement shall take effect unless there has been appointed by the Lenders as a successor security agent:

(i)	a Lender nominated by the Majority Lenders with the consent of UPC Broadband (not to be unreasonably withheld or delayed); or, failing such a nomination

(ii)	any other reputable and experienced bank or financial institution with offices in London nominated by the Security Agent with the consent of UPC Broadband (not to be unreasonably withheld or delayed).

(b)

On the Changeover Date the provisions of Clause 9.1(a) shall cease to apply and the Security Agent may, upon 30 days' notice to UPC Broadband and the High Yield Hedging Banks and conditional upon the successor security agent executing a Security Agent's Deed of Accession to give effect to the provisions of subclause (c) below, retire from its appointment as Security Agent under this Deed. No such retirement shall take effect unless there has been appointed as a successor security agent any reputable and experienced bank or financial institution with offices in London nominated by the Security Agent with the consent of

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(c)	Upon any such successor as aforesaid being appointed, and subject to appropriate arrangements having been made:

(i)	in relation to the rights, titles and interests constituted by this Deed; and

(ii)	for the purpose of ensuring the preservation of all security interests in the name of the successor as may be required by the laws applicable to the relevant Security Documents,

(d)

Any corporation into which the Security Agent may be merged or converted or any corporation with which the Security Agent may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Security Agent shall be a party shall, to the extent permitted by applicable law and subject to the preservation of any Security Interest under the laws applicable thereto, be the successor Security Agent under the Security Agent Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Deed or any Security Agent Security Document, save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to UPC Broadband and the Beneficiaries.

9.2	Effective Date

9.3	Transfer by the Lenders

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9.4	References to Lenders following a transfer

9.5	Authorisation of Facility Agent

9.6	Charging Entities

9.7	Assignment and/or transfer by Senior Hedging Banks

(a)	such assignment or transfer is contemporaneous with and to the same person as an assignment or transfer by the relevant Senior Hedging Bank of its corresponding rights and/or obligations in respect of the relevant Senior Hedging Agreements (as the case may be);

(b)

such assignment or transfer shall be conditional upon the relevant assignee or transferee having executed a Senior Hedging Bank's Deed of Accession by which such assignee or transferee agrees to be bound by and comply with the obligations incumbent upon the relevant Senior Hedging Bank under this Deed and the Security Agent Security Documents as if it had been a party to this Deed in place of the Senior Hedging Bank; and

(c)	such assignment or transfer is contemporaneous with an assignment or transfer by the relevant Senior Hedging Bank of its corresponding rights and obligations under the Existing Security Deed.

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9.8	Assignment and/or transfer by High Yield Hedging Banks

(a)	such assignment or transfer is contemporaneous with and to the same person as an assignment or transfer by the relevant High Yield Hedging Bank of its corresponding rights and/or obligations in respect of the relevant High Yield Hedging Agreements (as the case may be); and

(b)

any such assignment or transfer shall be conditional upon the relevant assignee or transferee having executed a High Yield Hedging Bank's Deed of Accession by which such assignee or transferee agrees to be bound by and comply with the obligations incumbent upon the relevant High Yield Hedging Bank under this Deed and the Security Agent Security Documents as if it had been a party to this Deed in place of the High Yield Hedging Bank; and

(c)	such assignment or transfer is contemporaneous with an assignment or transfer of the relevant High Yield Hedging Bank of its corresponding rights and obligations under the Existing Security Deed.

9.9	Discharge of retiring Facility Agent

9.10	Deeds of Accession

(a)

Each party to this Deed shall be fully entitled to rely on any Deed of Accession and any related documents that may be required under Clause 9.2 (Effective Date) delivered to the Security Agent in connection with this Deed which is complete and regular on its face as regards its contents and purportedly signed on behalf of the new Facility Agent, Security Agent, Senior Hedging Bank, High Yield Hedging Bank or new Charging Entity, as appropriate.

(b)	No party to this Deed shall have any liability or responsibility to any other party to this Deed as a consequence of placing reliance on and acting in accordance with such Deed of Accession if it proves to be the case that it was not authentic or duly authorised.

(c)	Each of the parties to this Deed hereby irrevocably authorises the Security Agent to execute any duly completed Deed of Accession as appropriate, on behalf of that party.

(d)	The Security Agent shall provide a copy of each duly completed Deed of Accession to UPC Broadband upon request.

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10.	EFFECT OF THIS DEED AS REGARDS THE CHARGING ENTITIES

10.1	Consent and agreement to arrangements

10.2	No prejudice to other rights and remedies

11.	SENIOR HEDGING AGREEMENTS

11.1	Senior Hedging Agreements

11.2	Termination of Senior Hedging Agreements

(a)

as a result of non‑payment of any indebtedness under such Senior Hedging Agreements which non‑payment continues for seven days after notice of such non‑payment has been given by such Senior Hedging Bank to the Security Agent (provided that if such Senior Hedging Bank and the Security Agent are the same entity it will not be necessary for there to be any formal notice of such non‑payment to be given by such Senior Hedging Bank to the Security Agent); or

(b)	a Senior Hedging Bank may terminate a Senior Hedging Agreement upon the earliest of:

(i)	the last day on which a payment of principal is due to be made under the New Facility Agreement in respect of any Additional Facility in relation to which that Senior Hedging Agreement provides interest rate or currency hedging protection from time to time;

(ii)	an acceleration of the principal amount outstanding under the New Facility Agreement, following consultation with (but without being required to obtain the consent of) the Security Agent; or

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(iii)	the date on which the Lenders have been repaid in full in respect of any Additional Facility in relation to which that Senior Hedging Agreement provides interest rate or currency hedging protection from time to time and the Additional Facility Commitment in respect of such Additional Facility has been reduced to zero; or

(c)	following the repudiation of any such Senior Hedging Agreements by the relevant Senior Hedging Counterparty; or

(d)	upon:

(i)	it becoming contrary to any law or regulation for the relevant Senior Hedging Counterparty or such Senior Hedging Bank to perform the payment obligations expressed to be assumed by it in respect of such Senior Hedging Agreements or such obligations becoming invalid or unenforceable against the relevant Senior Hedging Counterparty; or

(ii)	any provision of such Senior Hedging Agreements relating to the termination thereof (including, without limitation, the calculation of or obligation to pay amounts upon such termination) becoming invalid or unenforceable against the relevant Senior Hedging Counterparty; or

(e)	an order being made either for the administration or winding‑up of the relevant Senior Hedging Counterparty or there occurs in relation to the relevant Senior Hedging Counterparty in any country or territory in which it carries on business any event which corresponds with either event or has similar or equivalent effects to either event; or

(f)	with the prior written consent of the Security Agent (acting on the instructions of the Majority Lenders).

11.3	Proceeds of termination of Senior Hedging Agreements

(a)

if upon the termination of any Senior Hedging Agreement and following the application of any netting pursuant to the terms thereof an amount falls due from the Senior Hedging Bank to a Senior Hedging Counterparty that amount shall be paid by the Senior Hedging Bank, to the extent that it is lawfully possible, to the Security Agent and shall be treated to the extent that the Security Agent is entitled to do and subject, without limitation, to Clause 7.7 (Unlawful actions), as the proceeds of enforcement of the Security Agent Security Documents and shall be applied in accordance with Clause 6.2 (Order of application on enforcement);

(b)

promptly after the Facility Agent takes any action as is referred to in Clause 18.22 (Acceleration) of the New Facility Agreement or the facility agent under the Existing Facility Agreement takes any action as is referred to in clause 18.22 (Acceleration) of the Existing Facility Agreement or the non‑payment of any amount due under the New Facility Agreement or the Existing Facility Agreement on the last day on which a payment of principal is due to be made under the New Facility Agreement or the Existing Facility Agreement (as applicable) each Senior Hedging Bank:

(i)	shall exercise any and all rights it may have to terminate and close out all Senior Hedging Agreements to which it is a party, unless the Facility Agent (acting on the instructions of the Majority Lenders) and the facility agent under the Existing Facility Agreement (acting on the instructions of the Majority Lenders as defined in the Existing Facility Agreement)

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(ii)	shall not enter into any new Senior Hedging Agreements without the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the facility agent under the Existing Facility Agreement (acting on the instructions of the Majority Lenders as defined in the Existing Facility Agreement); and

(c)	promptly following the giving thereof, it will provide the Security Agent with a copy of any notice of the termination of any Senior Hedging Agreements.

11.4	Copies of Senior Hedging Agreements

12.	HIGH YIELD HEDGING AGREEMENTS

12.1	High Yield Hedging Agreements

12.2	Copies of High Yield Hedging Agreements

12.3	Release of Security Agent Security Documents

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13.	MISCELLANEOUS

13.1	Rights under other arrangements

13.2	Several obligations

13.3	Provisions severable

13.4	No partnership

13.5	No implied waivers, remedies cumulative

13.6	Counterparts

13.7	Release of assets

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14.	NOTICES

14.1	Mechanics

(a)	if by letter, when delivered personally or on actual receipt; and

(b)	if by facsimile or e‑mail, when received in legible form.

(c)	that notified by that Party for this purpose to the Facility Agent on or before it becomes a Party; or

(d)	any other notified by that Party for this purpose to the Facility Agent by not less than five Business Days' notice.

(i)	to each Charging Entity at:

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(ii)	to the Facility Agent and the Security Agent at:

(iii)	to the Lenders at the address or facsimile number:

(A)	notified by each such Lender to the Security Agent for this purpose on or before it becomes a party hereto; or

(B)	any other notified by each such Lender to the Security Agent for this purpose by not less than five Business Days' notice.

(iv)	to each Senior Hedging Bank at its address or facsimile number specified in the relevant Senior Hedging Bank's Deed of Accession,

(v)	to each High Yield Hedging Bank at its address or facsimile number specified in the relevant High Yield Hedging Bank's Deed of Accession,

14.2	Notices through the Security Agent

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15.	GOVERNING LAW AND JURISDICTION

15.1	Law

15.2	Submission to jurisdiction

(a)	if any party has any claim against any other arising out of or in connection with this Deed such claim shall (subject to Clause 15.2(c)) be referred to the High Court of Justice in England, to the jurisdiction of which each of the parties irrevocably submits;

(b)	the jurisdiction of the High Court of Justice in England over any such claim against any Beneficiary shall be an exclusive jurisdiction and no courts outside England shall have jurisdiction to hear or determine any such claim; and

(c)

nothing in this Clause 15.2 shall limit the right of any Beneficiary to refer any such claim against any Charging Entity to any other court of competent jurisdiction outside England, to the jurisdiction of which each Charging Entity hereby irrevocably agrees to submit, nor shall the taking of proceedings by any Beneficiary before the courts in one or more jurisdictions preclude the taking of proceedings in any other jurisdiction whether concurrently or not.

15.3	Agent for service of process

15.4	Inconvenient forum

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(1)	[NEW FACILITY AGENT] (the New Facility Agent) and

(2)	[          ] as Security Agent,

1.	Definitions under the Security Deed

2.	Succession and Adherence

(f)	the New Facility Agent shall become a party to the Security Deed in its capacity as the Facility Agent; and

(g)	the New Facility Agent shall observe, perform and be bound by the terms and provisions of and be entitled to exercise all the rights set out in the Security Deed in the capacity of the Facility Agent.

3.	Accession

4.	Notices

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5.	Effect as a Deed

6.	Law

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(1)	[NEW SENIOR HEDGING BANK] (the New Senior Hedging Bank); and

(2)	[          ] as Security Agent,

1.	Definitions under the Security Deed

2.	Succession and Adherence

(a)	the New Senior Hedging Bank shall become a party to the Security Deed in its capacity as a Senior Hedging Bank; and

(b)	the New Senior Hedging Bank shall observe, perform and be bound by the terms and provisions of and be entitled to exercise all the rights set out in the Security Deed in the capacity of a Senior Hedging Bank.

3.	Accession

4.	Notices

5.	Effect as a Deed

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6.	Law

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(1)	[NEW CHARGING ENTITY] (the New Charging Entity); and

(2)	[          ] as Security Agent,

1.	Definitions under the Security Deed

2.	Succession and Adherence

(a)	the New Charging Entity shall become a party to the Security Deed in its capacity as a Charging Entity; and

(b)	the New Charging Entity shall observe, perform and be bound by the terms and provisions of and be entitled to exercise all the rights set out in the Security Deed in the capacity of a Charging Entity.

3.	Accession

4.	Notices

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5.	Effect as a Deed

6.	Law

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(1)	[NEW SECURITY AGENT] (the New Security Agent); and

(2)	[          ] as Security Agent,

1.	Definitions under the Security Deed

2.	Succession and Adherence

(a)	the New Security Agent shall become a party to the Security Deed in its capacity as a Security Agent; and

(b)	the New Security Agent shall observe, perform and be bound by the terms and provisions of and be entitled to exercise all the rights set out in the Security Deed in the capacity of the Security Agent.

3.	Accession

4.	Notices

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5.	Effect as a Deed

6.	Law

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(1)	[NEW HIGH YIELD HEDGING BANK] (the New High Yield Hedging Bank); and

(2)	[          ] as Security Agent,

1.	Definitions under the Security Deed

2.	Succession and Adherence

(a)	the New High Yield Hedging Bank shall become a party to the Security Deed in its capacity as a High Yield Hedging Bank; and

(b)	the New High Yield Hedging Bank shall observe, perform and be bound by the terms and provisions of and be entitled to exercise all the rights set out in the Security Deed in the capacity of a High Yield Hedging Bank.

3.	Accession

4.	Notices

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5.	Effect as a Deed

6.	Law

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To:	The Bank of Nova Scotia as Facility Agent (the Facility Agent) and The Bank of Nova Scotia as Security Agent (the Security Agent)

From:	UPCB Finance V Limited (the Additional Facility AC Lender)

Date:	November 16, 2011

1.	In this Agreement:

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 2.2 (Additional Facilities) of the Credit Agreement.

4.

This Agreement will take effect on the date on which the Facility Agent notifies UPC Broadband and the Additional Facility AC Lender 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 Facility Agent on behalf of the Additional Facility AC Lender (the Effective Date).

5.	The Additional Facility AC Lender agrees:

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(a)	to become a party to and to be bound by the terms of the Credit Agreement as Lender in accordance with Clause 2.2 (Additional Facilities) of the Credit Agreement; and

(b)	to become a party to the Security Deed as Lender and to observe, perform and be bound by the terms and provisions of the Security Deed in the capacity of Lender in accordance with Clause 9.3 (Transfers by Lenders) of the Security Deed.

6.	The Additional Facility Commitment in relation to the Additional Facility AC Lender (for the purpose of the definition of Additional Facility Commitment in Clause 1.1 (Definitions) of the Credit Agreement) is its Facility AC Commitment.

7.	The Borrower in relation to Facility AC is UPC Financing.

8.

(a)    Provided that any upsizing of Facility AC permitted under this Clause 8 will not breach any term of the Credit Agreement, Facility AC may be upsized by any amount, by the signing of one or more further Additional Facility AC Accession Agreements, that specify (along with the other terms specified therein) UPC Financing as the sole Borrower and which specify Additional Facility AC Commitments denominated in U.S. dollars, to be drawn in U.S. dollars, with the same Final Maturity Date and Margin as specified in this Additional Facility AC Accession Agreement.

(b)	For the purposes of this Clause 8 (unless otherwise specified), references to Facility AC Advances shall include Advances made under any such further Additional Facility AC Accession Agreement.

(c)

Where any Facility AC Advance has not already been consolidated with any other Facility AC Advance, on the last day of any Interest Period for such Facility AC Advance, that Facility AC Advance will be consolidated with any other Facility AC Advance which has an Interest Period ending on the same day as that Facility AC Advance, and all such Facility AC Advances will then be treated as one Advance.

9.	Facility AC may be drawn by one Advance on the date of this Agreement and such date will constitute the Availability Period for Facility AC. No more than one Request may be made in respect of Facility AC under the Credit Agreement and such Request may only be in a principal amount of the Additional Facility Commitment in relation to Facility AC as set out in Clause 6 above.

10.	The Facility AC Advance will be used for general corporate purposes and working capital purposes, including the repayment or prepayment of existing indebtedness.

11.	The Final Maturity Date in respect of Facility AC is November 15, 2021. Any outstanding Advance under Facility AC shall be repaid in full on the Final Maturity Date.

12.	The interest rate for the Facility AC will be a fixed rate of 7.250 per cent. per annum. This will be calculated in accordance with Clause 8.1 (Interest rate) of the Credit Agreement as being the sum of LIBOR, the applicable Margin and the Mandatory Costs, where, in order to achieve the fixed rate referred to above, the applicable Margin will be:

(a)	7.250 per cent. per annum, calculated on the basis of a 360-day year comprised of twelve 30-day months;

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(b)	the sum of LIBOR plus the Mandatory Costs.

13.	Pursuant to Clause 8.2 (Selection of Interest Periods) of the Credit Agreement, the Borrower hereby notifies the Facility Agent that while the Facility AC Advance is outstanding it selects six months for all Interest Periods in relation to that Advance.

14.

Upon the delivery by the Facility Agent of a notice of cancellation of Facility AC pursuant to Clause 7.4(v)(B) (Change of Control) of the Credit Agreement following the occurrence of a Change of Control (as defined under Clause 7.4 (Change of Control) of the Credit Agreement, UPC Broadband shall make a payment to the Facility Agent (for the account of the Additional Facility AC Lender) in an amount equal to 1 per cent. of the principal amount of the outstanding Facility AC Advance. Such payment shall be due and payable by UPC Broadband to the Facility Agent (for the account of the Additional Facility AC Lender) on the actual date of such mandatory prepayment.

15.

Subject to Clause 17 of this Agreement, at any time prior to November 15, 2016, upon the occurrence of any voluntary prepayment of the Facility AC Advance by UPC Broadband pursuant to Clause 7.3 (Voluntary prepayment) of the Credit Agreement in an amount not to exceed 10% of the original principal amount of the Facility AC Advance during each twelve-month period commencing on the date of this Agreement, UPC Broadband shall make a payment to the Facility Agent (for the account of the Additional Facility AC Lender) in an amount (the Prepayment Premium) equal to 3% of the principal amount of the Facility AC Advance being prepaid, plus accrued and unpaid interest then due on the amount of the Facility AC Advance prepaid to the due date of prepayment. Such payment shall be due and payable by UPC Broadband to the Facility Agent (for the account of the Additional Facility AC Lender) on the actual date of such prepayment. Prior to November 15, 2016, to the extent that during any twelve-month period commencing on the date of this Agreement, the principal amount of the Facility AC Advance prepaid in any one or more voluntary prepayments is greater than an amount equal to 10% of the original principal amount of the Facility AC Advance (any such amount, the “Excess Early Redemption Proceeds”), UPC Broadband will apply the Excess Early Redemption Proceeds to a voluntary prepayment of the Facility AC Advance as described in Clause 16 below.

16.

Subject to Clause 17 of this Agreement, at any time prior to November 15, 2016, upon the occurrence of a voluntary prepayment of all or any part of the outstanding Facility AC Advance by UPC Broadband pursuant to Clause 7.3 (Voluntary prepayment) of the Credit Agreement with any Excess Early Redemption Proceeds, UPC Broadband shall make a payment to the Facility Agent (for the account of the Additional Facility AC Lender) in an amount equal to the Make-Whole Amount (as defined below) (calculated as of a date no more than three Business Days prior to the date of the relevant Cancellation Notice) as of the due date of such prepayment. Such payment shall be due and payable by UPC Broadband to the Facility Agent (for the account of the Additional Facility AC Lender) on the actual date of such prepayment.

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(a)

the present value at such prepayment date of (i) the total amount that would be payable to the Facility Agent (for the account of the Additional Facility AC Lender) if all or such portion of the outstanding Facility AC Advance were prepaid pursuant to Clause 7.3 (Voluntary prepayment) of the Credit Agreement on November 15, 2016 (including the outstanding principal amount of such Advance and the Additional Amount (as defined below) required under this Clause 16, but excluding accrued interest and any other amounts payable under the Credit Agreement in connection with such prepayment) plus (ii) all required remaining scheduled interest payments due in respect of all or such portion of the outstanding Facility AC Advance through November 15, 2016 (excluding accrued but unpaid interest to the prepayment date), computed using a discount rate equal to the Treasury Rate (as defined below) as of such prepayment date plus 50 basis points; over

(b)	the principal amount of the outstanding Facility AC Advance being prepaid.

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17.

Notwithstanding Clauses 15 and 16 above, no Prepayment Premium, Make-Whole Amount or Additional Amount shall be payable in connection with a voluntary prepayment of the whole of the outstanding Facility AC Advance by UPC Broadband pursuant to Clause 7.3 (Voluntary prepayment) of the Credit Agreement that is made following the completion of the UPC Exchange Transaction (as defined in the Indenture), provided that the Borrower has given notice of such prepayment not later than three Business Days prior to the completion of the UPC Exchange Transaction and such prepayment is made on the completion of the UPC Exchange Transaction.

18.

The Additional Facility AC Lender acknowledges that the Borrower may discharge all or part of the Facility AC Advance pursuant to Clause 7.3 (Voluntary prepayment) of the Credit Agreement in connection with the UPC Exchange Transaction by way of one or a combination of (1) a cash prepayment, (2) an issue of new notes or (3) the purchase of the existing Notes (in the case of (2) and (3), in accordance with the mechanisms, and on the terms, agreed between the Borrower and the Additional Facility AC Lender at the relevant time and provided that the amount and date of such discharge is notified to the Facility Agent in writing by the Borrower and the Additional Facility AC Lender on or before the date of such discharge). The parties to this Agreement acknowledge that this Agreement may require amendment (in accordance with the relevant provisions of the Credit Agreement) to facilitate the discharge of all or part of the Facility AC Advance in connection with the UPC Exchange Transaction and agree to discuss and negotiate any such amendments in good faith at the relevant time.

19.

For the purposes of any amendment or waiver (including with respect to any existing Default or Event of Default) that may be sought by UPC Broadband and UPC Financing under the Credit Agreement on or after the date of this Agreement, the Additional Facility AC Lender hereby consents to any and all of the following (and this Agreement shall constitute the Additional Facility AC Lender’s irrevocable and unconditional written consent for the purposes of Clause 25 of the Credit Agreement without any further action required on the part of any Party):

(a)

any amendment, waiver or other modification to the Credit Agreement or any other Finance Document to provide that an “Additional Facility Commitment” and an “Advance” (and any participation therein) as set forth in Clause 1.1 of the Credit Agreement shall be deemed to be cancelled (with respect to any Additional Facility Commitment) and not outstanding (with respect to any Advance) for purposes of voting or consents (other than any vote or consent related to non-payment of such Advance) under the Credit Agreement if UPC Broadband Holding has delivered to the Facility Agent a duly completed Cancellation Notice with respect to such Additional Facility Commitment or Advance; provided that any such Advance shall remain due and payable on the applicable prepayment date and, if not repaid in full on the applicable prepayment date, then all voting or consent rights with respect thereto shall be reinstated with retroactive effect from the date of delivery of such Cancellation Notice;

(b)	any amendment, waiver or other modification to the Credit Agreement or any other Finance Document to reduce the percentage specified in the definition of “Majority Lenders” in Clause 1.1 of the Credit Agreement from 66⅔ per cent. to a percentage that is not less than 50.1 per cent. (for any or all purposes under the Credit Agreement or any other Finance Document);

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(c)	any amendment, waiver or other modification to the Credit Agreement or any other Finance Document to change the definition of “Western Europe” in Clause 1.1 of the Credit Agreement to include the countries that comprise the European Union as of a specified date more recent than the Effective Date, or from time to time (in addition to Scandinavia and Switzerland);

(d)

any amendment, waiver or other modification to the Credit Agreement or any other Finance Document to change the definition of “Acquisition Business Plan” and the definition of “Borrower Group Business Plan” in Clause 1.1 of the Credit Agreement to limit the time period covered by any business plan of the Target or, as applicable, the Borrower Group (including the Target) to a period of not less than the earlier of five years following the date of the relevant Acquisition and the Final Maturity Date;

(e)

any amendment, waiver or other modification to the Credit Agreement or any other Finance Document to eliminate the limitations set forth in subclause (b)(i) of the definition of “Permitted Acquisition” in Clause 1.1 of the Credit Agreement and in subclause (b)(i) of the definition of “Permitted Joint Venture” in Clause 1.1 of the Credit Agreement with respect to businesses conducted in Great Britain and/or Germany;

(f)

any amendment, waiver or other modification to the Credit Agreement or any other Finance Document to eliminate the requirements set forth in subclause (b)(ii)(A)(II) of the definition of “Permitted Acquisition” in Clause 1.1 of the Credit Agreement and in subclause (b)(ii)(A)(II) of the definition of “Permitted Joint Venture” in Clause 1.1 of the Credit Agreement to deliver the financial projections specified therein, or to reduce the time period for compliance stated in either subclause;

(g)	any amendment, waiver or other modification to the Credit Agreement or any other Finance Document to increase the amount of secured indebtedness specified in subclause (n) of the definition of “Permitted Security Interest” in Clause 1.1 of the Credit Agreement from €15,000,000 to an amount not to exceed €100,000,000 (or its equivalent);

(h)	any amendment, waiver or other modification to the Credit Agreement or any other Finance Document to eliminate the reporting requirements set forth in subclause (c) of Clause 16.2 of the Credit Agreement, or to change the time period for compliance specified therein;

(i)

any amendment, waiver or other modification to the Credit Agreement or any other Finance Document to include as a “Permitted Disposal” under Clause 16.10(b)(xvi) of the Credit Agreement the disposal of any person or asset if: (i) at the time of such disposal, UPC Broadband has contractually committed or agreed to a future Acquisition and such an Acquisition occurs within twelve months (or less) of the disposal; (ii) the Remaining Percentage would not be exceeded if the aggregate percentage value of the contemplated Acquisition is added to the calculation and tested at the time of the disposal on a pro forma basis (giving effect to the Annualised EBITDA of the Target based on then available historical financial information) and on an actual basis at the completion of the Acquisition (and for these purposes (A) subclause 16.10(c)(z) of the Credit Agreement would be disapplied so that the Remaining Percentage could exceed 17.5 per cent. in respect of the relevant disposal and (B) subclause 16.10(c)(x) of the Credit Agreement would be disapplied so that the percentage of the Annualised EBITDA of the Borrower Group represented by the Annualised EBITDA of the relevant disposal could be more than the Remaining Percentage immediately prior to such disposal, in each case provided the Remaining Percentage would not be exceeded once any contemplated Acquisition is taken into account as described in this subparagraph (ii)); and (iii) for the purpose of the certificate required in Clause 16.10(b)(xvi)(C), the financial ratios are calculated giving pro forma effect to such Acquisition (based on the then available historical financial information of the Target and including the Annualised EBITDA of the Target and any Financial Indebtedness expected to be incurred by the Borrower Group to finance such Acquisition) (and any such amendment, waiver or other modification contemplated by this subclause (h) may apply to all such disposals and future Acquisitions or only to specified disposals and Acquisitions);

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(j)

any amendment, waiver or other modification to the Credit Agreement or any other Finance Document to eliminate the provision set forth in subclause (c)(y) of Clause 16.10 of the Credit Agreement that the percentage value of a Reinvestment shall be disregarded if the Annualised EBITDA of the members of the Borrower Group derived from persons or assets located in Western Europe is less than 66⅔ per cent. of the Annualised EBITDA of the Borrower Group, or to change the percentage or the geographical limitation specified therein;

(k)	any amendment, waiver or other modification to the Credit Agreement or any other Finance Document to increase the amount of Financial Indebtedness specified in Clause 16.12(b)(xvii) of the Credit Agreement from €25,000,000 to an amount not to exceed €100,000,000 (or its equivalent);

(l)

any amendment, waiver or other modification to the Credit Agreement or any other Finance Document to change the calculation of any financial ratio that requires the calculation of Senior Debt and/or Total Debt to provide for the netting of cash and cash equivalents (to be defined substantially in line with and/or with reference to standard language used in the European banking market) against Senior Debt and/or Total Debt; and

(m)	any consequential amendment, waiver or other modification to the Credit Agreement or any other Finance Document arising as a direct result of the changes envisaged in subclauses (a) to (l) of this Clause 19.

20.

In the event that the Additional Facility AC Lender is eligible or required to vote (or otherwise consent) with respect to any matter (other than the matters specified in paragraphs (a) through (m) of Clause 19 above) arising from time to time under the Credit Agreement or this Agreement the Facility Agent will apply the votes of the Additional Facility AC Lender in accordance with a written direction to be provided by the Additional Facility AC Lender or the Trustee (on behalf of the Additional Facility AC Lender). The Additional Facility AC Lender agrees that it will give any such direction in accordance with the provisions of Section 9.01 of the Indenture. For the avoidance of doubt, the Facility Agent may rely on any such directions received and shall have no duty to enquire or monitor as to whether such direction complies with Section 9.01 of the Indenture.

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21.

Each of UPC Broadband and UPC Financing confirms, on behalf of themselves and each other Obligor that 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), 15.14 (Business Plan), 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 existing, and as if each reference to the Finance Documents includes a reference to this Agreement.

22.

UPC Broadband further represents and warrants on the Effective Date that the execution and delivery by it of this Agreement and the performance of the transactions contemplated by this Agreement will not violate any agreement or instrument to which UPC Holding is a party or binding upon UPC Holding or any member of the Borrower Group or any assets of UPC Holding or any member of the Borrower Group’s assets, where such violation would or is reasonably likely to have a Material Adverse Effect.

23.	The Additional Facility AC Lender confirms to each Finance Party that:

(a)	it has made its 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 has not relied on any information provided to it by a Finance Party in connection with any Finance Document; and

(b)	it will continue to make its 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.

24.

The Additional Facility AC Lender agrees to waive the notice period in respect of delivery of drawdown requests under Clause 5.1 (Delivery of Request) of the Credit Agreement in respect of the Facility AC. The Additional Facility AC Lender, the Borrower and the Facility Agent acknowledge and agree that (a) the Facility AC Advance shall be made by the Additional Facility AC Lender directly to the Borrower to an account notified by the Borrower to the Additional Facility AC Lender, rather than through the Facility Agent, and (b) in respect of any other payments of principal, interest or other amounts due under Facility AC, (i) the Borrower shall make payments payable by it to the Additional Facility AC Lender directly to the Additional Facility AC Lender (or to such account as the Additional Facility AC Lender may specify), and (ii) the Additional Facility AC Lender shall make payments payable by it to the Borrower directly to the Borrower (or to such account as the Borrower may specify). The Additional Facility AC Lender agrees that it shall promptly notify the Facility Agent if the Borrower fails to make any payment under subclause (b)(i) of this Clause 24 when due, and the Borrower agrees that it shall promptly notify the Facility Agent if the Additional Facility AC Lender fails to make any payment under subclause (b)(ii) of this Clause 24 when due.

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

26.	The Facility Agent may provide copies of the Indenture, or disclose its contents, to any Finance Party upon request by that Finance Party.

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27.	This Agreement and any non contractual obligations arising out of or in connection with it are governed by English law.

28.

This Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart signature page of this Agreement by e-mail (PDF) or telecopy shall be as effective as delivery of a manually executed counterpart of this Agreement. In relation to each counterpart, upon confirmation by or on behalf of the signatory that the signatory authorises the attachment of such counterpart signature page to the final text of this Agreement, such counterpart signature page shall take effect together with such final text as a complete authoritative counterpart.

29.

For purposes of any assignment, transfer or novation of rights and/or obligations (in whole or in part) by a Lender in respect of Facility AC under Clause 26.2 (Transfers by Lenders) of the Credit Agreement, UPC Broadband hereby consents to any assignment, transfer or novation made by the Additional Facility AC Lender (including any subsequent Lender under Facility AC) following an Event of Default (as defined in the Indenture), provided that any such assignment, transfer or novation in part shall be in a minimum amount of $150,000. The Additional Facility AC Lender may only deliver to the Facility Agent a completed assignment or transfer document or Novation Certificate (as applicable) if at that time it confirms to the Facility Agent in writing that such assignment, transfer or novation is not prohibited under the terms of any agreement that is binding on it or any of its assets.

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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(a) 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(a) 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(a) below (as appropriate).

(c)	A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity 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 AC and that such obligations shall be owed to each Finance Party including the Additional Facility AC Lender.

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To:	The Bank of Nova Scotia as Facility Agent (the Facility Agent) and The Bank of Nova Scotia as Security Agent (the Security Agent)

From:	UPCB Finance VI Limited (the Additional Facility AD Lender)

Date:	February 7, 2012

1.	In this Agreement:

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 2.2 (Additional Facilities) of the Credit Agreement.

4.

This Agreement will take effect on the date on which the Facility Agent notifies UPC Broadband and the Additional Facility AD Lender 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 Facility Agent on behalf of the Additional Facility AD Lender (the Effective Date).

5.	The Additional Facility AD Lender agrees:

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(a)	to become a party to and to be bound by the terms of the Credit Agreement as Lender in accordance with Clause 2.2 (Additional Facilities) of the Credit Agreement; and

(b)	to become a party to the Security Deed as Lender and to observe, perform and be bound by the terms and provisions of the Security Deed in the capacity of Lender in accordance with Clause 9.3 (Transfers by Lenders) of the Security Deed.

6.	The Additional Facility Commitment in relation to the Additional Facility AD Lender (for the purpose of the definition of Additional Facility Commitment in Clause 1.1 (Definitions) of the Credit Agreement) is its Facility AD Commitment.

7.	The Borrower in relation to Facility AD is UPC Financing.

8.

(a)    Provided that any upsizing of Facility AD permitted under this Clause 8 will not breach any term of the Credit Agreement, Facility AD may be upsized by any amount, by the signing of one or more further Additional Facility AD Accession Agreements, that specify (along with the other terms specified therein) UPC Financing as the sole Borrower and which specify Additional Facility AD Commitments denominated in U.S. dollars, to be drawn in U.S. dollars, with the same Final Maturity Date and Margin as specified in this Additional Facility AD Accession Agreement.

(b)	For the purposes of this Clause 8 (unless otherwise specified), references to Facility AD Advances shall include Advances made under any such further Additional Facility AD Accession Agreement.

(c)

Where any Facility AD Advance has not already been consolidated with any other Facility AD Advance, on the last day of any Interest Period for such Facility AD Advance, that Facility AD Advance will be consolidated with any other Facility AD Advance which has an Interest Period ending on the same day as that Facility AD Advance, and all such Facility AD Advances will then be treated as one Advance.

9.	Facility AD may be drawn by one Advance on the date of this Agreement and such date will constitute the Availability Period for Facility AD. No more than one Request may be made in respect of Facility AD under the Credit Agreement and such Request may only be in a principal amount of the Additional Facility Commitment in relation to Facility AD as set out in Clause 6 above.

10.	The Facility AD Advance will be used for general corporate purposes and working capital purposes, including the repayment or prepayment of existing indebtedness.

11.	The Final Maturity Date in respect of Facility AD is January 15, 2022. Any outstanding Advance under Facility AD shall be repaid in full on the Final Maturity Date.

12.	The interest rate for Facility AD will be a fixed rate of 6.875 per cent. per annum. This will be calculated in accordance with Clause 8.1 (Interest rate) of the Credit Agreement as being the sum of LIBOR, the applicable Margin and the Mandatory Costs, where, in order to achieve the fixed rate referred to above, the applicable Margin will be:

(a)	6.875 per cent. per annum, calculated on the basis of a 360-day year comprised of twelve 30-day months;

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(b)	the sum of LIBOR plus the Mandatory Costs.

13.	Pursuant to Clause 8.2 (Selection of Interest Periods) of the Credit Agreement, the Borrower hereby notifies the Facility Agent that while the Facility AD Advance is outstanding it selects six months for all Interest Periods in relation to that Advance.

14.

Upon the delivery by the Facility Agent of a notice of cancellation of Facility AD pursuant to Clause 7.4(v)(B) (Change of Control) of the Credit Agreement following the occurrence of a Change of Control (as defined under Clause 7.4 (Change of Control) of the Credit Agreement, UPC Broadband shall make a payment to the Facility Agent (for the account of the Additional Facility AD Lender) in an amount equal to 1 per cent. of the principal amount of the outstanding Facility AD Advance. Such payment shall be due and payable by UPC Broadband to the Facility Agent (for the account of the Additional Facility AD Lender) on the actual date of such mandatory prepayment.

15.

Subject to Clause 17 of this Agreement, at any time prior to January 15, 2017, upon the occurrence of any voluntary prepayment of the Facility AD Advance by UPC Broadband pursuant to Clause 7.3 (Voluntary prepayment) of the Credit Agreement in an amount not to exceed 10% of the original principal amount of the Facility AD Advance during each twelve-month period commencing on the date of this Agreement, UPC Broadband shall make a payment to the Facility Agent (for the account of the Additional Facility AD Lender) in an amount (the Prepayment Premium) equal to 3% of the principal amount of the Facility AD Advance being prepaid, plus accrued and unpaid interest then due on the amount of the Facility AD Advance prepaid to the due date of prepayment. Such payment shall be due and payable by UPC Broadband to the Facility Agent (for the account of the Additional Facility AD Lender) on the actual date of such prepayment. Prior to January 15, 2017, to the extent that during any twelve-month period commencing on the date of this Agreement, the principal amount of the Facility AD Advance prepaid in any one or more voluntary prepayments is greater than an amount equal to 10% of the original principal amount of the Facility AD Advance (any such amount, the “Excess Early Redemption Proceeds”), UPC Broadband will apply the Excess Early Redemption Proceeds to a voluntary prepayment of the Facility AD Advance as described in Clause 16 below.

16.

Subject to Clause 17 of this Agreement, at any time prior to January 15, 2017, upon the occurrence of a voluntary prepayment of all or any part of the outstanding Facility AD Advance by UPC Broadband pursuant to Clause 7.3 (Voluntary prepayment) of the Credit Agreement with any Excess Early Redemption Proceeds, UPC Broadband shall make a payment to the Facility Agent (for the account of the Additional Facility AD Lender) in an amount equal to the Make-Whole Amount (as defined below) (calculated as of a date no more than three Business Days prior to the date of the relevant Cancellation Notice) as of the due date of such prepayment. Such payment shall be due and payable by UPC Broadband to the Facility Agent (for the account of the Additional Facility AD Lender) on the actual date of such prepayment.

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(a)

the present value at such prepayment date of (i) the total amount that would be payable to the Facility Agent (for the account of the Additional Facility AD Lender) if all or such portion of the outstanding Facility AD Advance were prepaid pursuant to Clause 7.3 (Voluntary prepayment) of the Credit Agreement on January 15, 2017 (including the outstanding principal amount of such Advance and the Additional Amount (as defined below) required under this Clause 16, but excluding accrued interest and any other amounts payable under the Credit Agreement in connection with such prepayment) plus (ii) all required remaining scheduled interest payments due in respect of all or such portion of the outstanding Facility AD Advance through January 15, 2017 (excluding accrued but unpaid interest to the prepayment date), computed using a discount rate equal to the Treasury Rate (as defined below) as of such prepayment date plus 50 basis points; over

(b)	the principal amount of the outstanding Facility AD Advance being prepaid.

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17.

Notwithstanding Clauses 15 and 16 above, no Prepayment Premium, Make-Whole Amount or Additional Amount shall be payable in connection with a voluntary prepayment of the whole of the outstanding Facility AD Advance by UPC Broadband pursuant to Clause 7.3 (Voluntary prepayment) of the Credit Agreement that is made following the completion of the UPC Exchange Transaction (as defined in the Indenture), provided that the Borrower has given notice of such prepayment not later than three Business Days prior to the completion of the UPC Exchange Transaction and such prepayment is made on the completion of the UPC Exchange Transaction.

18.

The Additional Facility AD Lender acknowledges that the Borrower may discharge all or part of the Facility AD Advance pursuant to Clause 7.3 (Voluntary prepayment) of the Credit Agreement in connection with the UPC Exchange Transaction by way of one or a combination of (1) a cash prepayment, (2) an issue of new notes or (3) the purchase of the existing Notes (in the case of (2) and (3), in accordance with the mechanisms, and on the terms, agreed between the Borrower and the Additional Facility AD Lender at the relevant time and provided that the amount and date of such discharge is notified to the Facility Agent in writing by the Borrower and the Additional Facility AD Lender on or before the date of such discharge). The parties to this Agreement acknowledge that this Agreement may require amendment (in accordance with the relevant provisions of the Credit Agreement) to facilitate the discharge of all or part of the Facility AD Advance in connection with the UPC Exchange Transaction and agree to discuss and negotiate any such amendments in good faith at the relevant time.

19.

For the purposes of any amendment or waiver (including with respect to any existing Default or Event of Default) that may be sought by UPC Broadband and UPC Financing under the Credit Agreement on or after the date of this Agreement, the Additional Facility AD Lender hereby consents to any and all of the following (and this Agreement shall constitute the Additional Facility AD Lender’s irrevocable and unconditional written consent for the purposes of Clause 25 of the Credit Agreement without any further action required on the part of any Party):

(a)

any amendment, waiver or other modification to the Credit Agreement or any other Finance Document to provide that an “Additional Facility Commitment” and an “Advance” (and any participation therein) as set forth in Clause 1.1 of the Credit Agreement shall be deemed to be cancelled (with respect to any Additional Facility Commitment) and not outstanding (with respect to any Advance) for purposes of voting or consents (other than any vote or consent related to non-payment of such Advance) under the Credit Agreement if UPC Broadband Holding has delivered to the Facility Agent a duly completed Cancellation Notice with respect to such Additional Facility Commitment or Advance; provided that any such Advance shall remain due and payable on the applicable prepayment date and, if not repaid in full on the applicable prepayment date, then all voting or consent rights with respect thereto shall be reinstated with retroactive effect from the date of delivery of such Cancellation Notice;

(b)	any amendment, waiver or other modification to the Credit Agreement or any other Finance Document to reduce the percentage specified in the definition of “Majority Lenders” in Clause 1.1 of the Credit Agreement from 66⅔ per cent. to a percentage that is not less than 50.1 per cent. (for any or all purposes under the Credit Agreement or any other Finance Document);

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(c)	any amendment, waiver or other modification to the Credit Agreement or any other Finance Document to change the definition of “Western Europe” in Clause 1.1 of the Credit Agreement to include the countries that comprise the European Union as of a specified date more recent than the Effective Date, or from time to time (in addition to Scandinavia and Switzerland);

(d)

any amendment, waiver or other modification to the Credit Agreement or any other Finance Document to change the definition of “Acquisition Business Plan” and the definition of “Borrower Group Business Plan” in Clause 1.1 of the Credit Agreement to limit the time period covered by any business plan of the Target or, as applicable, the Borrower Group (including the Target) to a period of not less than the earlier of five years following the date of the relevant Acquisition and the Final Maturity Date;

(e)

any amendment, waiver or other modification to the Credit Agreement or any other Finance Document to eliminate the limitations set forth in subclause (b)(i) of the definition of “Permitted Acquisition” in Clause 1.1 of the Credit Agreement and in subclause (b)(i) of the definition of “Permitted Joint Venture” in Clause 1.1 of the Credit Agreement with respect to businesses conducted in Great Britain and/or Germany;

(f)

any amendment, waiver or other modification to the Credit Agreement or any other Finance Document to eliminate the requirements set forth in subclause (b)(ii)(A)(II) of the definition of “Permitted Acquisition” in Clause 1.1 of the Credit Agreement and in subclause (b)(ii)(A)(II) of the definition of “Permitted Joint Venture” in Clause 1.1 of the Credit Agreement to deliver the financial projections specified therein, or to reduce the time period for compliance stated in either subclause;

(g)	any amendment, waiver or other modification to the Credit Agreement or any other Finance Document to increase the amount of secured indebtedness specified in subclause (n) of the definition of “Permitted Security Interest” in Clause 1.1 of the Credit Agreement from €15,000,000 to an amount not to exceed €100,000,000 (or its equivalent);

(h)	any amendment, waiver or other modification to the Credit Agreement or any other Finance Document to eliminate the reporting requirements set forth in subclause (c) of Clause 16.2 of the Credit Agreement, or to change the time period for compliance specified therein;

(i)

any amendment, waiver or other modification to the Credit Agreement or any other Finance Document to include as a “Permitted Disposal” under Clause 16.10(b)(xvi) of the Credit Agreement the disposal of any person or asset if: (i) at the time of such disposal, UPC Broadband has contractually committed or agreed to a future Acquisition and such an Acquisition occurs within twelve months (or less) of the disposal; (ii) the Remaining Percentage would not be exceeded if the aggregate percentage value of the contemplated Acquisition is added to the calculation and tested at the time of the disposal on a pro forma basis (giving effect to the Annualised EBITDA of the Target based on then available historical financial information) and on an actual basis at the completion of the Acquisition (and for these purposes (A) subclause 16.10(c)(z) of the Credit Agreement would be disapplied so that the Remaining Percentage could exceed 17.5 per cent. in respect of the relevant disposal and (B) subclause 16.10(c)(x) of the Credit Agreement would be disapplied so that the percentage of the Annualised EBITDA of the Borrower Group represented by the Annualised EBITDA of the relevant disposal could be more than the Remaining Percentage immediately prior to such disposal, in each case provided the Remaining Percentage would not be exceeded once any contemplated Acquisition is taken into account as described in this subparagraph (ii)); and (iii) for the purpose of the certificate required in Clause 16.10(b)(xvi)(C), the financial ratios are calculated giving pro forma effect to such Acquisition (based on the then available historical financial information of the Target and including the Annualised EBITDA of the Target and any Financial Indebtedness expected to be incurred by the Borrower Group to finance such Acquisition) (and any such amendment, waiver or other modification contemplated by this subclause (h) may apply to all such disposals and future Acquisitions or only to specified disposals and Acquisitions);

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(j)

any amendment, waiver or other modification to the Credit Agreement or any other Finance Document to eliminate the provision set forth in subclause (c)(y) of Clause 16.10 of the Credit Agreement that the percentage value of a Reinvestment shall be disregarded if the Annualised EBITDA of the members of the Borrower Group derived from persons or assets located in Western Europe is less than 66⅔ per cent. of the Annualised EBITDA of the Borrower Group, or to change the percentage or the geographical limitation specified therein;

(k)	any amendment, waiver or other modification to the Credit Agreement or any other Finance Document to increase the amount of Financial Indebtedness specified in Clause 16.12(b)(xvii) of the Credit Agreement from €25,000,000 to an amount not to exceed €100,000,000 (or its equivalent);

(l)

any amendment, waiver or other modification to the Credit Agreement or any other Finance Document to change the calculation of any financial ratio that requires the calculation of Senior Debt and/or Total Debt to provide for the netting of cash and cash equivalents (to be defined substantially in line with and/or with reference to standard language used in the European banking market) against Senior Debt and/or Total Debt; and

(m)	any consequential amendment, waiver or other modification to the Credit Agreement or any other Finance Document arising as a direct result of the changes envisaged in subclauses (a) to (l) of this Clause 19.

20.

In the event that the Additional Facility AD Lender is eligible or required to vote (or otherwise consent) with respect to any matter (other than the matters specified in paragraphs (a) through (m) of Clause 19 above) arising from time to time under the Credit Agreement or this Agreement the Facility Agent will apply the votes of the Additional Facility AD Lender in accordance with a written direction to be provided by the Additional Facility AD Lender or the Trustee (on behalf of the Additional Facility AD Lender). The Additional Facility AD Lender agrees that it will give any such direction in accordance with the provisions of Section 9.01 of the Indenture. For the avoidance of doubt, the Facility Agent may rely on any such directions received and shall have no duty to enquire or monitor as to whether such direction complies with Section 9.01 of the Indenture.

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21.

Each of UPC Broadband and UPC Financing confirms, on behalf of themselves and each other Obligor, that 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), 15.14 (Business Plan), 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 existing, and as if each reference to the Finance Documents includes a reference to this Agreement.

22.

UPC Broadband further represents and warrants on the Effective Date that the execution and delivery by it of this Agreement and the performance of the transactions contemplated by this Agreement will not violate any agreement or instrument to which UPC Holding is a party or binding upon UPC Holding or any member of the Borrower Group or any assets of UPC Holding or any member of the Borrower Group’s assets, where such violation would or is reasonably likely to have a Material Adverse Effect.

23.	The Additional Facility AD Lender confirms to each Finance Party that:

(a)	it has made its 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 has not relied on any information provided to it by a Finance Party in connection with any Finance Document; and

(b)	it will continue to make its 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.

24.

The Additional Facility AD Lender agrees to waive the notice period in respect of delivery of drawdown requests under Clause 5.1 (Delivery of Request) of the Credit Agreement in respect of Facility AD. The Additional Facility AD Lender, the Borrower and the Facility Agent acknowledge and agree that (a) the Facility AD Advance shall be made by the Additional Facility AD Lender directly to the Borrower to an account notified by the Borrower to the Additional Facility AD Lender, rather than through the Facility Agent, and (b) in respect of any other payments of principal, interest or other amounts due under Facility AD, (i) the Borrower shall make payments payable by it to the Additional Facility AD Lender directly to the Additional Facility AD Lender (or to such account as the Additional Facility AD Lender may specify), and (ii) the Additional Facility AD Lender shall make payments payable by it to the Borrower directly to the Borrower (or to such account as the Borrower may specify). The Additional Facility AD Lender agrees that it shall promptly notify the Facility Agent if the Borrower fails to make any payment under subclause (b)(i) of this Clause 24 when due, and the Borrower agrees that it shall promptly notify the Facility Agent if the Additional Facility AD Lender fails to make any payment under subclause (b)(ii) of this Clause 24 when due.

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

26.	The Facility Agent may provide copies of the Indenture, or disclose its contents, to any Finance Party upon request by that Finance Party.

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27.	This Agreement and any non contractual obligations arising out of or in connection with it are governed by English law.

28.

This Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart signature page of this Agreement by e-mail (PDF) or telecopy shall be as effective as delivery of a manually executed counterpart of this Agreement. In relation to each counterpart, upon confirmation by or on behalf of the signatory that the signatory authorises the attachment of such counterpart signature page to the final text of this Agreement, such counterpart signature page shall take effect together with such final text as a complete authoritative counterpart.

29.

For purposes of any assignment, transfer or novation of rights and/or obligations (in whole or in part) by a Lender in respect of Facility AD under Clause 26.2 (Transfers by Lenders) of the Credit Agreement, UPC Broadband hereby consents to any assignment, transfer or novation made by the Additional Facility AD Lender (including any subsequent Lender under Facility AD) following an Event of Default (as defined in the Indenture), provided that any such assignment, transfer or novation in part shall be in a minimum amount of $150,000. The Additional Facility AD Lender may only deliver to the Facility Agent a completed assignment or transfer document or Novation Certificate (as applicable) if at that time it confirms to the Facility Agent in writing that such assignment, transfer or novation is not prohibited under the terms of any agreement that is binding on it or any of its assets.

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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(a) 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(a) 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(a) below (as appropriate).

(c)	A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity 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 AD and that such obligations shall be owed to each Finance Party including the Additional Facility AD Lender.

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By:	Authorized Signatory

By:	Authorized Signatory

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Name:	Authorized Signatory Title:    Representative

By: Authorized Signatory Name:	Authorized Signatory Title:    Representative

By: Authorized Signatory Name:	Authorized Signatory Title:    Representative

By: Authorized Signatory Name:	Authorized Signatory Title:    Representative

By: Authorized Signatory Name:	Authorized Signatory Title:    Representative

By: Authorized Signatory Name:	Authorized Signatory Title:    Representative

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By: Authorized Signatory Name:	Authorized Signatory Title:    Representative

By: Authorized Signatory Name:	Authorized Signatory Title:    Representative

By: Authorized Signatory Name:	Authorized Signatory Title:    Representative

By: Authorized Signatory Name:	Authorized Signatory Title:    Representative

By: Authorized Signatory Name:	Authorized Signatory Title:    Vice President

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By: Authorized Signatory Name:	Authorized Signatory Title:    Representative

By: Authorized Signatory Name:	Authorized Signatory Title:    Representative

By: Authorized Signatory Name:	Authorized Signatory Title:    Representative

By: Authorized Signatory Name:	Authorized Signatory Title:    Representative

By: Authorized Signatory Name:	Authorized Signatory Title:    Representative

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By: Authorized Signatory Name:	Authorized Signatory Title:    Representative

By: Authorized Signatory Name:	Authorized Signatory Title:    Representative

By: Authorized Signatory Name:	Authorized Signatory Title:    Representative

By: Authorized Signatory Name:	Authorized Signatory Title:    Representative

By: Authorized Signatory Name:	Authorized Signatory Title:    Representative

By: Authorized Signatory Name:	Authorized Signatory Title:    Representative

By: Authorized Signatory Name:	Authorized Signatory Title:    Vice President

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*	You may elect to receive your Annual Fees in the form of equity. You are not required to designate the form of your Annual Fees until the time of payment. However, if you wish to act now, you may check the applicable box above to elect payment of your Annual Fees in the form of equity.

□	Specified Date: I hereby elect a distribution on the specified day, month and year of _________________, 20____.

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□	Separation from Service: I hereby elect a distribution as soon as practicable in the January following my Separation from Service.

□	Specified Number of Years After Separation from Service: I hereby elect a distribution as soon as practicable in the January following _______ years after my Separation from Service.

□	First to Occur: I hereby elect a distribution that is the first to occur of the following (complete both A and B below):

A.	Specified Date: _________________, 20____.

B.	Separation from Service: (complete one of the following):

□	As soon as practicable in the January following my Separation from Service.

□	As soon as practicable in the January following _______ years after my Separation from Service.

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(f)	Customs, foreign permit, and similar fees directly related to the flight;

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1.	Mail a copy of the lease to the following address via certified mail, return receipt requested, immediately upon execution of the lease (14 C.F.R. 91.23 requires that the copy be sent within twenty four hours after it is signed):

2.	Telephone the nearest Flight Standards District Office at least forty eight hours prior to the first flight under this lease.

3.	Carry a copy of the lease in the aircraft at all times.

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1.	I have reviewed this annual report on Form 10-K of Liberty Global, Inc.;

2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this annual report based on such evaluation; and

d)	Disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

1.	I have reviewed this annual report on Form 10-K of Liberty Global, Inc.;

2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this annual report based on such evaluation; and

d)	Disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

1.	I have reviewed this annual report on Form 10-K of Liberty Global, Inc.;

2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this annual report based on such evaluation; and

d)	Disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.