Exhibit 99.2  
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 
    FORM  8-K    CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934    Date of report (Date of earliest event reported):  June 19, 2003     UPC POLSKA, INC. (Exact Name of Registrant as Specified in its Charter)     Delaware
  
  000-22877
  
  06-1487156(State
  or Other Jurisdiction
  
  (Commission
  File Number)
  
  (IRS
  Employerof
  Incorporation)
  
  
  
  Identification
  No.)
      4643 Ulster Street, Suite 1300, Denver, Colorado 80237 (303)770-4001 (Address,
including Zip Code and Telephone Number, including Area
Code, of Principal Executive Offices)  
  
   Item 5.  Other Events  On June 20,
2003, UPC Polska, Inc. (the Company) issued a press release announcing that,
in connection with the proposed restructuring of its indebtedness, it has
entered into a Restructuring Agreement, dated as of June 19, 2003, (the
Restructuring Agreement) with UPC Telecom B.V., Belmarken Holding B.V., and
certain holders (the Participating Noteholders) of the Companys 14 1⁄2% Senior
Discount Notes due 2008, 14 1⁄2% Senior Discount Notes due 2009 and Series C
Senior Discount Notes due 2008.  The
Restructuring Agreement contemplates that the Company will file a petition for
relief under Chapter 11 of the Bankruptcy Code in order to effect a
pre-negotiated Plan of Reorganization that implements the consensual
restructuring.  The Restructuring
Agreement is filed as Exhibit 10.1 and the press release as Exhibit 99.1 to
this Form 8-K.  Item 7.
  Financial Statements, Pro FormaFinancial Information and
  Exhibits(a)  Not applicable.(b)  Not applicable.(c)  ExhibitsExhibit Number
  
  Description10.1
  
  Restructuring Agreement,
  dated as of June 19, 2003, among the Company, UPC Telecom B.V., Belmarken
  Holding B.V., and the Participating Noteholders.99.1
  
  Press Release, dated June
  20, 2003.  1 
  SIGNATURES  Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.  Date: June 20, 2003UPC
  POLSKA, INC.By:
  /s/ Simon BoydName: Simon BoydTitle: Chief Executive Officer  2 
   Exhibit 10.1  
  RESTRUCTURING
AGREEMENT  by
and among  UPC
POLSKA, INC.,  UPC
TELECOM B.V.,  BELMARKEN
HOLDING B.V.  and  THE
NOTEHOLDERS SET FORTH ON ANNEX A HERETO  DATED
AS OF June 19, 2003   
  
   RESTRUCTURING
AGREEMENT  THIS
RESTRUCTURING AGREEMENT (this Agreement), dated as of June 19, 2003,
by and among UPC POLSKA, INC. (f/k/a @Entertainment, Inc.), a corporation
organized under the laws of the State of Delaware (UPC Polska), UPC
TELECOM B.V., a private company with limited liability (besloten vennootschap) organized under the
laws of The Netherlands (UPC Telecom), BELMARKEN HOLDING B.V., a
private company with limited liability (besloten
vennootschap) organized under the laws of The Netherlands (Belmarken
and, together with UPC Telecom, the UPC Entities) and each of the
holders of UPC Polska Notes (as defined below) set forth on Annex A
attached hereto (each such holder a Participating Noteholder and,  collectively, the Participating
Noteholders).  WI  T
N  E  S  S  E  T  H  WHEREAS,
UPC Polska has issued 141⁄2% Senior Discount Notes due 2008 (the 2008 Notes),
with an aggregate principal amount at maturity of $252,000,000, pursuant to an
Indenture, dated July 14, 1998, between UPC Polska and Deutsche Bank Trust
Company Americas (f/k/a Bankers Trust Company), as Trustee (the 2008
Indenture); and  WHEREAS,
UPC Polska has issued 141⁄2% Senior Discount Notes due 2009 (the 2009 Notes),
with an aggregate principal amount at maturity of $256,800,000, pursuant to an
Indenture, dated January 27, 1999, between UPC Polska and Deutsche Bank Trust
Company Americas (f/k/a Bankers Trust Company), as Trustee (the 2009
Indenture); and  WHEREAS,
UPC Polska has issued Series C Senior Discount Notes due 2008 (the Series C
Notes and, collectively with the 2008 Notes and the 2009 Notes, the UPC
Polska Notes) with an aggregate principal amount at maturity of
$36,001,321, pursuant to an Indenture, dated January 20, 1999, between UPC
Polska and Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company),
as Trustee (the Series C Indenture and, collectively with the 2008
Indenture and the 2009 Indenture, the Indentures); and  WHEREAS,
as a result of the August 6, 1999 acquisition by UPC (as defined below) of UPC
Polska, which constituted a Change of Control under the Indentures (as that
term is defined under the Indentures), UPC Polska purchased $49,139,000
aggregate principal amount at stated maturity of the UPC Polska Notes for an aggregate
price of $26,455,014; and  WHEREAS,
UPC Telecom is the holder of (w) all of the issued and outstanding capital
stock of UPC Polska, (x) UPC Polska Notes with an aggregate principal amount at
maturity of $83,435,000 (the Telecom Owned UPC Polska Notes), (y)
$243,926,000 in aggregate principal amount (including capitalized interest
through May 31, 2003)of
promissory notes evidencing other indebtedness of UPC Polska to UPC Telecom
which notes rank pari  passu with the UPC Polska Notes (together
with accrued and unpaid interest thereon in the amount of $11,254,000, as of
May 31, 2003, the Telecom Pari Passu Notes) and (z) $150,000,000 in
aggregate principal amount of promissory notes evidencing other indebtedness of
UPC Polska ranking junior to the UPC Polska Notes and the Belmarken Notes (as
defined herein) (together  
   with approximately $56,427,000 of accrued and
unpaid interest thereon, as of May 31, 2003, the Telecom Junior Notes
and, collectively with the Telecom Owned UPC Polska Notes and the Telecom Pari
Passu Notes, the UPC Telecom Notes), in each case as further set forth
on Annex B, attached hereto; and  WHEREAS,
Belmarken is the holder of $14,942,000 in aggregate principal amount (including
capitalized interest through May 31, 2003) of promissory notes evidencing other
indebtedness of UPC Polska to Belmarken (together with accrued and unpaid
interest thereon in the amount of $689,000, as of May 31, 2003, the Belmarken
Notes and, together with the Telecom Pari Passu Notes and the Telecom
Junior Notes, the Other UPC Polska Notes); and  WHEREAS,
the Participating Noteholders are the beneficial owners of that aggregate
principal amount of each outstanding series of UPC Polska Notes as set forth on
Annex A attached hereto; and  WHEREAS,
the parties to this Agreement have determined that it is in the best interests
of UPC Polska, UPC Polskas Affiliates and UPC Polskas stakeholders to effect
a restructuring of the indebtedness of UPC Polska and to provide the financial
arrangements to UPC Polska contemplated hereby (the Restructuring), in
order to (i) maximize the value of UPC Polska as a going concern for the
benefit of UPC Polska and its stakeholders, all on the terms and subject to the
conditions set forth in this Agreement, (ii) reduce the debt obligations of UPC
Polska and (iii) provide for the working capital needs and stability of the
business of UPC Polska; and  WHEREAS,
certain of the Participating Noteholders have formed an informal committee (the
Committee) of the holders of the UPC Polska Notes and have engaged in
good faith negotiations with UPC Polska and the UPC Entities with the objective
of reaching an agreement regarding the terms of the Restructuring; and  WHEREAS,
in furtherance of the implementation of the Restructuring, UPC Polska shall,
subject to the terms and conditions of this Agreement, (a) file (i) a voluntary
case (the Chapter 11 Case) under Chapter 11 of title 11 of the United
States Code, 11 U.S.C. 
§§ 101-1330, as amended (the US Bankruptcy Code) in the
United States Bankruptcy Court (the US Bankruptcy Court) for the
Southern District of New York on or as soon as reasonably practicable after the
date of this Agreement, (ii) a plan of reorganization (the Plan)
consistent in all material respects with this Agreement and approved by a
Majority-in-Interest of the Participating Noteholders in accordance with
Section 3.1 of this Agreement  (as in
effect on the date hereof with such amendments and changes as are agreed to in
accordance with the terms hereof), on or as soon as reasonably practicable
after the date of the filing of the Chapter 11 Case and (iii) an accompanying
disclosure statement (the Disclosure Statement) consistent with the
terms set forth in this Agreement and the requirements of the US Bankruptcy
Code and (b) use its reasonable best efforts to have such Disclosure Statement
approved and such Plan confirmed by the US Bankruptcy Court as expeditiously as
practicable under the US Bankruptcy Code and the Federal Rules of Bankruptcy
Procedure (the US Bankruptcy Rules); and  2 
   WHEREAS,
in connection with the Restructuring, the parties hereto have agreed that the
UPC Polska Notes (other than the Telecom Owned UPC Polska Notes) are intended to
be exchanged for a combination of cash and New UPC Polska Notes (as defined
below)  on the terms set forth in this
Agreement; and  WHEREAS,
to facilitate the implementation of the Restructuring, including, without
limitation, the Plan, each Participating Noteholder is prepared, subject to the
terms and conditions of this Agreement, to vote its Restricted Claims in favor
of the Plan, as it may be modified in accordance with the terms of this
Agreement; and  WHEREAS,
in furtherance of the transactions contemplated hereby, each of the parties
hereto has agreed to take certain other actions, all as more fully set forth
herein;  NOW,
THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth below, the
parties hereto agree as follows:  ARTICLE I  DEFINITIONS; CROSS-REFERENCES; INTERPRETATION  Section 1.1Definitions.  For purposes of this Agreement, each of the
following terms shall have the respective meaning ascribed thereto.  Affiliate
means, with respect to any specific Person, any other Person that directly or
indirectly through one or more intermediaries controls, or is controlled by, or
is under common control with, such specified Person.  Affiliate
Indebtedness means the debt owed by UPC Polska to UPC or any of its
Affiliates (other than UPC Polska or any of its controlled Affiliates) as set
forth on Schedule 1.1 hereto.  beneficial
ownership shall have the meaning attributed to it in Rules 13d-3 and 13d-5
under the Exchange Act (as in effect on the date hereof), whether or not
applicable.  Business
Day shall mean any day, other than a Saturday, Sunday or a day on which
banks located in New York, New York, London, England, or Warsaw, Poland, shall
be authorized or required by law to close.  Confirmation
Date shall mean the date on which the Plan is confirmed by the US
Bankruptcy Court.  control
shall mean with respect to any Person (i) the power, directly or indirectly by
contract, proxy or otherwise, to vote or cause to be voted more than 50% of the
voting power of the Voting Securities of such Person or (ii) the power (as
general partner, manager, or otherwise) to control the management and affairs
of such Person.  The words controlling
and under common control with shall have correlative meanings.  3 
   Effective
Date shall mean the Business Day that is no more than eleven (11) Business
Days following the date on which all conditions precedent to the consummation
of the Plan have either been satisfied or, to the extent permitted in the Plan,
duly waived and on which such day the Plan becomes effective and final.  Exchange
Act shall mean the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.  Expense
Reimbursement Agreement shall mean that certain Agreement dated as of
December 11, 2002, among GoldenTree Asset Management LLC, SISU Capital Limited,
Strong Capital Management, Cahill Gordon & Reindel LLP and UPC Polska, Inc.
and Poland Communications, Inc.  Filing
Date shall mean the date on which the Chapter 11 Case is commenced under
US Bankruptcy Law.  GAAP
shall mean, as of any date of determination, United States generally accepted
accounting principles as in effect on such date of determination.  General
Unsecured Creditors means all general unsecured creditors of UPC Polska,
other than holders of the UPC Polska Notes, the UPC Telecom Notes, the
Belmarken Notes or the Affiliate Indebtedness, in their capacities as such.  Governmental
Entity shall mean any national, state, provincial, municipal, local or
foreign government, any court, arbitral tribunal, administrative agency or
commission or other governmental or regulatory authority, commission or any
national securities exchange, market or automated quotation system.  Judgment
shall mean any order, writ, injunction, award, judgment, ruling or decree of
any Governmental Entity.  Law
shall mean any statute, law, code, ordinance, rule or regulation of any
Governmental Entity.  Lien
shall mean any pledge, claim, equity, option, lien, charge, mortgage, easement,
right-of-way, call right, right of first refusal, tag- or drag- along
right, encumbrance, security interest or other similar restriction of any kind
or nature whatsoever, but excluding any of the foregoing created or imposed by
or pursuant to this Agreement.  Majority-in-Interest
of the Participating Noteholders shall mean, with respect to any date of
determination, Participating Noteholders holding a majority of the claims
arising under the UPC Polska Notes held by all of the Participating Noteholders
on such date of determination.  New
UPC shall mean UGC Europe, Inc.  4 
   Person
shall mean and include an individual, a partnership, a joint venture, a
corporation, a limited liability company, a limited liability partnership, a
trust, an incorporated organization and a government or any department or
agency thereof.  Planned
Filing Date shall mean July 7, 2003, or any other date that UPC Polska
designates as the date on which UPC Polska proposes to commence the Chapter 11
Case.  Reece
Note shall mean that certain Promissory Note due August 28, 2003, in the
original principal amount of $10,000,000 and an outstanding principal amount of
$6,000,000 payable by UPC Polska, Inc. to Reece Communications, Inc. and
guaranteed by UPC, as amended by that certain Rescission and Amendment
Agreement effective March 22, 2002.  Restricted
Claims shall mean, with respect to any Person, any UPC Polska Notes, Other
UPC Polska Notes, Affiliate Indebtedness, UPC Polska Voting Securities or other
claims against, or interests in, UPC Polska that such Person or its controlled
Affiliates now owns or controls, together with any UPC Polska Notes, Other UPC
Polska Notes, Affiliate Indebtedness, UPC Polska Voting Securities or other
claims against, or interests in, UPC Polska which such Person or its controlled
Affiliates may come to own or control between the date hereof and the termination
of this Agreement.  Restriction
with respect to any capital stock, partnership interest, membership interest in
a limited liability company or other equity interest or security, shall mean
any voting or other trust or agreement, option, warrant, preemptive right,
right of first offer, right of first refusal, escrow arrangement, proxy,
buy-sell agreement, power of attorney or other contract (but excluding this
Agreement), any Law, license,
permit or Judgment that, conditionally or unconditionally:  (i) grants to any Person the right to
purchase or otherwise acquire, or obligates any Person to sell or otherwise
dispose of or issue, or otherwise results or, whether upon the occurrence of
any event or with notice or lapse of time or both or otherwise, may result in
any Person acquiring; (x) any of such capital stock, partnership interest,
membership interest in a limited liability company or other equity interest or
security; (y) any of the proceeds of, or any distributions paid or that are or
may become payable with respect to, any of such capital stock, partnership
interest, membership interest in a limited liability company or other equity
interest or security; or (z) any interest in such capital stock, partnership
interest, membership interest in a limited liability company or other equity
interest or security or any such proceeds or distributions; (ii) restricts or,
whether upon the occurrence of any event or with notice or lapse of time or
both or otherwise, is reasonably likely to restrict the transfer or voting of,
or the exercise of any rights or the enjoyment of any benefits arising by
reason of ownership of, any such capital stock, partnership interest,
membership interest in a limited liability company or other equity interest or
security or any such proceeds or distributions; or (iii) creates or, whether
upon the occurrence of any event or with notice or lapse of time or both or
otherwise, is reasonably likely to create a Lien or purported Lien affecting
such capital stock, partnership interest, membership interest in a limited
liability company or other equity interest or security, proceeds or
distributions.  SEC
shall mean the United States Securities and Exchange Commission, or any
successor agency.  5 
   Securities
Act shall mean the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.  Subsidiary
with respect to any Person shall mean (i) a corporation, a majority in voting
power of whose capital stock with voting power, under ordinary circumstances,
to elect directors is at the time, directly or indirectly owned by such Person,
by a Subsidiary of such Person, or by such Person and one or more Subsidiaries
of such Person, without regard to whether the voting of such stock is subject
to a voting agreement or similar Restriction, (ii) a partnership or limited
liability company in which such Person or a Subsidiary of such Person is, at
the date of determination, (x) in the case of a partnership, a general partner
of such partnership with the power affirmatively to direct the policies and
management of such partnership or (y) in the case of a limited liability
company, the managing member or, in the absence of a managing member, a member
with the power affirmatively to direct the policies and management of such
limited liability company or (iii) any other Person (other than a corporation)
in which such Person, a Subsidiary of such Person or such Person and one or
more Subsidiaries of such Person, directly or indirectly, at the date of
determination thereof, has (x) the power to elect or direct the election of a
majority of the members of the governing body of such Person (whether or not
such power is subject to a voting agreement or similar Restriction) or (y) in
the absence of such a governing body, a majority ownership interest.  UGC
shall mean UnitedGlobalCom, Inc., a Delaware corporation.  UPC
shall mean United Pan-Europe Communications N.V., a corporation incorporated
under the laws of The Netherlands.  UPC
Polska Voting Securities shall mean all equity securities of UPC Polska
entitled to vote at a meeting of shareholders or by consent obtained without a
meeting of the sole stockholder of UPC Polska.  Voting
Securities shall mean, with respect to any Person, any equity interest of
such Person having general voting power under ordinary circumstances to
participate in the election of members of the governing body of such Person
(irrespective of whether at the time any other class of equity interest of such
Person shall have or might have voting power by reason of the happening of any
contingency).  Section 1.2Cross-references.  For purposes of this Agreement, each of the
following terms shall have the meaning ascribed thereto in the respective
Section of this Agreement indicated on the table below.  2008 Indenture
  
  Recitals2009 Indenture
  
  Recitals2008 Notes
  
  Recitals2009 Notes
  
  RecitalsAgreement
  
  PreambleBelmarken
  
  PreambleBelmarken Notes
  
  RecitalsCash Consideration
  
  2.2Chapter 11 Case
  
  RecitalsCommittee
  
  RecitalsCritical Creditors
  
  2.5Disclosure Statement
  
  RecitalsIndentures
  
  RecitalsNew UPC Polska Notes
  
  2.2New UPC Polska Stock
  
  2.3Other Cash Consideration
  
  2.3  6 
   Other UPC Polska Notes
  
  RecitalsParticipating
  Noteholder(s)
  
  PreamblePlan
  
  RecitalsRequired UPC Polska
  Consents
  
  5.4Restructuring
  
  RecitalsSeries C Indenture
  
  RecitalsSeries C Notes
  
  RecitalsTelecom Junior Notes
  
  RecitalsTelecom Owned UPC Polska
  Notes
  
  RecitalsTelecom Pari Passu Notes
  
  RecitalsThird Party Noteholder
  Consideration
  
  2.2UPC Entities
  
  PreambleUPC Entities Consideration
  
  2.3UPC Polska
  
  PreambleUPC Polska Equity
  
  2.8UPC Polska Notes
  
  RecitalsUPC Polska SEC Documents
  
  5.5UPC Polska Stock
  
  5.2UPC Telecom
  
  PreambleUPC Telecom Notes
  
  RecitalsUS Bankruptcy Code
  
  RecitalsUS Bankruptcy Court
  
  RecitalsUS Bankruptcy Rules
  
  Recitals  Section 1.3Interpretation.  When a reference is made in this Agreement
to Sections, such reference shall be to a Section of this Agreement unless
otherwise indicated.  Capitalized terms
used in this Agreement shall have meanings equally applicable to both the
singular and plural forms and masculine, feminine and neuter genders.  Whenever the words include, includes or
including are used in this Agreement they shall be deemed to be followed by
the words without limitation.  ARTICLE II  RESTRUCTURING  Section 2.1The
Restructuring.  (a)           General Structure.  The Restructuring is intended to be
implemented in compliance with the applicable laws of the United States of
America.  In order to achieve this
objective, the Restructuring will consist of several different elements, each
of which is an integral aspect of the Restructuring and, as such, are
non-severable, and which will provide the holders of claims against, and
interests in, UPC Polska with certain treatment in connection with the
satisfaction of their claims and interests.  (b)           Alternate Structures.  All parties agree that in the event that UPC
Polska and UPC Telecom determine, with the written consent of a
Majority-in-Interest of the Participating Noteholders that it is necessary to
effect material changes to the transaction structure described in this
Agreement in order to more effectively achieve the economic and other
objectives contemplated by this Agreement or to comply with the requests of any
tax or regulatory authority, each party hereto will consent to and take such
actions as may be reasonably necessary to facilitate such changes.  Section 2.2Treatment
of UPC Polska Notes (Other than the Telecom Owned UPC Polska Notes).  (a)           Treatment of UPC Polska
Notes (Other than the Telecom Owned UPC Polska Notes).The Plan shall provide that, on
or as soon as practicable after the Effective Date,  7 
   and on the terms and conditions set forth
herein and in the Plan, UPC Polska shall exchange (i) an aggregate amount
of cash equal to $80,000,000.00 (the Cash Consideration) and (ii) new
notes to be issued by UPC Polska in the aggregate principal amount of
$60,000,000.00, which will be subject to the Indenture in substantially the
form attached hereto as Annex C and otherwise reasonably satisfactory to
the Participating Noteholders (the New UPC Polska Notes and,
collectively with the Cash Consideration, the Third Party Noteholder
Consideration) for the outstanding UPC Polska Notes (other than the
Telecom Owned UPC Polska Notes).  The
holders of the UPC Polska Notes (other than the Telecom Owned UPC Polska Notes)
shall each receive a pro  rata amount of the Third Party
Noteholder Consideration based on the amount of their claims in respect of the
UPC Polska Notes (other than the Telecom Owned UPC Polska Notes) on the Filing
Date.  (b)           Equal
Payment Consideration.  Except as provided in Section 8.9, all
holders of the UPC Polska Notes (other than the Telecom Owned UPC Polska Notes)
shall receive the Third Party Noteholder Consideration regardless of whether
they are a Participating Noteholder.  (c)           UPC
Polska Notes Impaired.  The holders of each series of UPC Polska
Notes shall be deemed to be impaired for purposes of the US Bankruptcy Code and
the US Bankruptcy Rules and shall be entitled to vote upon the Plan.  (d)           Full Satisfaction and
Discharge.  The receipt of
the Third Party Noteholder Consideration in accordance with the terms of this
Agreement and the Plan by the holders of UPC Polska Notes (other than the
Telecom Owned UPC Polska Notes) shall constitute a full satisfaction,
settlement, release and discharge of all the claims of each holder of UPC
Polska Notes pursuant to the UPC Polska Notes (other than the Telecom Owned UPC
Polska Notes) and the related Indentures.  Section 2.3Treatment
of Telecom Owned UPC Polska Notes, Telecom Pari Passu Notes, Belmarken Notes
and Affiliate Indebtedness.  (a)           Treatment of Telecom
Owned UPC Polska Notes, Telecom Pari Passu Notes, Belmarken Notes and Affiliate
Indebtedness.  The Plan shall
provide that, on or as soon as practicable after the Effective Date, and on the
terms and conditions set forth herein and in the Plan, the holders of the
Telecom Owned UPC Polska Notes, the Telecom Pari Passu Notes, the Belmarken
Notes and the Affiliate Indebtedness shall receive (i) an aggregate amount of
cash equal to $15,000,000.00 (the Other Cash Consideration) and (ii)
100% of the newly issued common stock of UPC Polska (the New UPC Polska
Stock and, collectively with the Other Cash Consideration, the UPC
Entities Consideration) for the Telecom Owned UPC Polska Notes, the
Telecom Pari Passu Notes, the Belmarken Notes and the Affiliate
Indebtedness.  The holders of the
Telecom Owned UPC Polska Notes, Telecom Pari Passu Notes, Belmarken Notes and
Affiliate Indebtedness, shall each receive a pro  rata amount of
the UPC Entities Consideration based on the amount of their claims in respect
of the Telecom Owned UPC Polska Notes, Telecom Pari Passu Notes, Belmarken
Notes and Affiliate Indebtedness on the Filing Date.  8 
   (b)           Telecom Owned UPC
Polska Notes, Telecom Pari Passu Notes and Belmarken Notes Impaired.  The holders of the Telecom Owned UPC Polska
Notes, the Telecom Pari Passu Notes, the Belmarken Notes and the Affiliate
Indebtedness shall be deemed to be impaired for purposes of the US Bankruptcy
Code and the US Bankruptcy Rules and shall be entitled to vote upon the Plan.  (c)           Full Satisfaction and
Discharge.  The receipt of
the UPC Entities Consideration by the UPC Entities in accordance with the terms
of this Agreement and the Plan shall constitute a full satisfaction,
settlement, release and discharge of the claims and interests of each holder of
Telecom Owned UPC Polska Notes, Telecom Pari Passu Notes, Belmarken Notes and
Affiliate Indebtedness pursuant to the Telecom Owned UPC Polska Notes, Telecom
Pari Passu Notes, Belmarken Notes, in the case of the Telecom Owned UPC Polska
Notes, the related Indentures, and in the case of the Affiliate Indebtedness,
the related documents.  Section 2.4Treatment
of Telecom Junior Notes.  (a)           Treatment of Telecom
Junior Notes.The Plan shall
provide that the holders of the Telecom Junior Notes shall receive no
consideration in exchange for the Telecom Junior Notes, which shall be
cancelled on the Effective Date by operation of the Plan and shall thereafter
be of no further force and effect.  (b)           Telecom Junior Notes
Impaired.   The holders of
the Telecom Junior Notes  shall be
deemed to be impaired for purposes of the US Bankruptcy Code and the US
Bankruptcy Rules and shall be deemed to reject the Plan and shall not be
entitled to vote upon the Plan.  (c)           Full Satisfaction and
Discharge.  The occurrence of
the Effective Date and the consummation of the Plan in accordance with the
terms of this Agreement shall result in a full satisfaction, settlement,
release and discharge of the claims of each holder of Telecom Junior Notes
pursuant to the Telecom Junior Notes.  Section 2.5Treatment
of Critical Creditors.  The parties
hereto agree that certain creditors of UPC Polska identified on Schedule 2.5
hereto by UPC Polska (the Critical Creditors) are critical to the
operation of the business of UPC Polska as a going concern.  As such, the parties hereto agree that UPC
Polska will use commercially reasonable efforts to pay such Critical Creditors
in full before the Filing Date and, to the extent that any are not paid in full
as of the Filing Date, the parties hereto agree to support a motion in the US
Bankruptcy Court to permit the payment in full of such Critical Creditors on or
as soon as is possible after the Filing Date, subject to the approval of the US
Bankruptcy Court.  Furthermore, the Plan
will provide that the obligations of UPC Polska to the Critical Creditors, to
the extent remaining unpaid on the Effective Date, will be left unimpaired,
assumed and reinstated under the Plan and, subject to the approval of the US
Bankruptcy Court, paid in full in cash on or as soon as practicable after the
Effective Date.  UPC Polska shall,
subject to the approval of the US Bankruptcy Court, pay the claims of such
Critical Creditors in full in cash on or as soon as practicable after the
Filing Date.  9 
   Section 2.6Treatment
of General Unsecured Creditors.  (a)           Treatment of General
Unsecured Creditors.  The
Plan shall provide that, on or as soon as practicable after the Effective Date,
and on the terms and conditions set forth herein and in the Plan, UPC Polska
shall exchange the amount and type of consideration per $1,000.00 of claim
amount of each undisputed General Unsecured Creditor of UPC Polska as set forth
on Schedule 2.6 (including the holder of the Reece Note) which is equal
to the amount and type of consideration per $1,000.00 of claim amount payable
to the holders of UPC Polska Notes (other than the Telecom Owned UPC Polska
Notes) pursuant to Section 2.2 of this Agreement.  (b)           General Unsecured
Creditors Claims Impaired. 
The claims of all General Unsecured Creditors shall be deemed to be
impaired for purposes of the US Bankruptcy Code and the US Bankruptcy Rules and
shall be entitled to vote upon the Plan.  (c)           Full Satisfaction and
Discharge.  The receipt of
the consideration contemplated by and in accordance with the terms of this
Agreement and the Plan shall constitute a full satisfaction, settlement,
release and discharge of the claims of each General Unsecured Creditor.  Section 2.7Administrative
and Other Priority Claims.  The Plan
will provide that on or as soon as practicable after the Effective Date, each
holder of allowed administrative or other priority claims under the US
Bankruptcy Code shall receive cash equal to the full amount of its allowed
claim or will otherwise be left unimpaired and reinstated or shall be accorded
such other treatment as UPC Polska and such holder agree to in writing.  Section 2.8Treatment
of UPC Polska Equity.  (a)           Treatment
of UPC Polska Equity.  The
Plan shall provide that the holders of all outstanding shares of UPC Polska
Stock (as defined below) and the holders of all rights, options and warrants to
acquire shares of UPC Polska Stock (collectively with the shares of UPC Polska
Stock, the UPC Polska Equity) shall receive no consideration in
exchange for such shares of UPC Polska Stock or such rights, options or
warrants, as the case may be, and such shares of UPC Polska Stock and such
rights, options or warrants, as the case may be, shall be cancelled on the
Effective Date by operation of the Plan and shall thereafter be of no further
force and effect.  (b)           UPC
Polska Equity Impaired.  The
holders of the UPC Polska Equity shall be deemed to be impaired for purposes of
the US Bankruptcy Code and the US Bankruptcy Rules and shall be deemed to
reject the Plan and shall not be entitled to vote upon the Plan.  (c)           Full
Satisfaction and Discharge. 
The occurrence of the Effective Date and the consummation of the Plan in
accordance with the terms of this Agreement shall result in a full
satisfaction, settlement, release and discharge of the claims of each holder of
UPC Polska Equity.  10 
   ARTICLE III  DISCLOSURE STATEMENT; PLAN  Section 3.1Disclosure Statement and Plan.  As promptly as practicable, but not less
than fifteen (15) calendar days prior to the Planned Filing Date, UPC Polska
shall prepare and circulate the Plan to UPC Telecom and the Participating
Noteholders.  The Plan shall contain
customary conditions precedent to the consummation of the Plan including,
without limitation, the requirements that (i) the New UPC Polska Notes be
listed on The PORTAL Market and (ii) the New UPC Polska Notes shall have been
rated by either Standard and Poors Ratings Group or Moodys Investors Service,
Inc.  Provided that (a) a
Majority-in-Interest of the Participating Noteholders does not give written
notice within fifteen (15)-days of receipt of the Plan that the contents of the
Plan are inconsistent in any material respect with this Agreement, stating such
inconsistencies with specificity, or (b) if such notice has been provided, any
such inconsistency has been remedied to the satisfaction of a
Majority-in-Interest of the Participating Noteholders, UPC Polska shall,
subject to the approval of UPC Telecom, file the Plan with the US Bankruptcy
Court as promptly as practicable thereafter, but in any event within no more
than three (3) Business Days following the last to occur of the Filing Date,
the expiration of the fifteen (15)-day period provided for in the immediately
preceding subsection (a) or the satisfaction of the requirements in the
immediately preceding subsection (b). 
If the Participating Noteholders object to the contents of the Plan and
UPC Polska continues to work in good faith to resolve such objections, the
right of the Participating Noteholders to terminate this Agreement pursuant to
Section 9.1(a)(ii) and 9.1(a)(iii) hereof, shall not be available until thirty
(30) calendar days following the date on which UPC Polska receives the
Participating Noteholders objections. 
Within not more than fifteen (15) calendar days after the Filing Date,
UPC Polska shall prepare and circulate the Disclosure Statement to UPC Telecom
and the Participating Noteholders. 
Provided that (x) a Majority-in-Interest of the Participating
Noteholders does not give notice within fifteen (15) days of receipt of the
Disclosure Statement that the contents of the Disclosure Statement are
inconsistent in any material respect with this Agreement, stating such
inconsistencies with specificity, or (y) if such notice has been provided, any
such inconsistency has been remedied to the satisfaction of a
Majority-in-Interest of the Participating Noteholders, UPC Polska shall,
subject to the approval of UPC Telecom, file the Disclosure Statement with the
US Bankruptcy Court as promptly as practicable thereafter, but in any event
within no more than three (3) Business Days following the last to occur of
fifteen (15) calendar days after the Filing Date, the expiration of the fifteen
(15)-day period provided for in the immediately preceding subsection (x) or the
satisfaction of the requirements in the immediately preceding subsection (y).
If the Participating Noteholders object to the contents of the Disclosure
Statement and UPC Polska continues to work in good faith to resolve such
objections, the right of the Participating Noteholders to terminate this
Agreement pursuant to Section 9.1(a)(iii) hereof, shall not be available until
thirty (30) calendar days following the date on which UPC Polska receives the
Participating Noteholders objections. 
The UPC Entities, the Participating Noteholders and UPC Polska shall
cooperate with each other in good faith (including with respect to the
resolution of any dispute with respect to the Chapter 11 Case, the Plan or the
Disclosure Statement) and provide each other with all additional information
necessary for inclusion in the Disclosure Statement and the Plan.  The terms of the Restructuring set forth in
Article II hereof will be described in the Disclosure Statement and the
Plan.  Each of UPC  11 
   Polska, the UPC Entities and the
Participating Noteholders shall use its respective commercially reasonable
efforts to (i) have the Disclosure Statement and the Plan approved by the US
Bankruptcy Court as promptly as practicable after such filing and (ii) cause
the Disclosure Statement, together with any amendment or supplement thereto, to
be mailed to the holders of the Belmarken Notes, the UPC Polska Notes, the UPC
Telecom Notes, the Affiliate Indebtedness and the UPC Polska Equity, as well as
to the General Unsecured Creditors, the Critical Creditors and to all other
holders of claims against, and interests in, UPC Polska who are entitled to
receive such Disclosure Statement and the Plan, as promptly as practicable
after the Disclosure Statement is approved by the US Bankruptcy Court.  If a Majority-in-Interest of the
Participating Noteholders has not given notice as provided in this paragraph
3.1, or if the inconsistencies set forth in such notice have been remedied as
provided in this paragraph 3.1, the Participating Noteholders, in their
individual capacities and as member of the Committee, agree not to object to
the approval of the Plan and the Disclosure Statement and to vote in favor of
the Plan.  Section 3.2Amendments.  To the extent practicable, UPC Polska shall provide
each of the UPC Entities and the Participating Noteholders with a reasonable
opportunity, but in no event less than two (2) Business Days, in the case of
any amendment or supplement to the Plan or the Disclosure Statement filed with
the US Bankruptcy Court, prior to filing such amendment or supplement with the
US Bankruptcy Court and shall provide each with a copy of all such filings made
with the US Bankruptcy Court.  Provided
that (a) a Majority-in-Interest of the Participating Noteholders does not give
notice within two (2)-days of receipt of the amendment or supplement that the
contents of any such amendment or supplement to the Plan or the Disclosure
Statement are inconsistent in any material respect with this Agreement, stating
such inconsistencies with specificity, or (b) if such notice has been provided,
any such inconsistency has been remedied to the satisfaction of a
Majority-in-Interest of the Participating Noteholders, UPC Polska shall,
subject to the approval of UPC Telecom, file such amendment or supplement with
the US Bankruptcy Court as promptly as practicable thereafter, but in any event
within no more than three (3) Business Days following either the expiration of
the two (2)-day period provided for in subsection (a) or the satisfaction of
the requirements in subsection (b).  If
the Participating Noteholders object to the contents of any amendment or
supplement to the Plan or the Disclosure Statement and UPC Polska continues to
work in good faith to resolve such objections, the right of the Participating
Noteholders to terminate this Agreement pursuant to Section 9.1(b)(i) hereof,
shall not be available until thirty (30) calendar days following the date on
which UPC Polska receives the Participating Noteholders objections.  Section 3.3Response
to Comments.  UPC Polska shall use
its commercially reasonable efforts to provide the Participating Noteholders
and the UPC Entities with a draft of any proposed response to any objections
raised by parties in interest before the US Bankruptcy Court with respect to
the Disclosure Statement and the Plan. 
UPC Polska shall notify each of the UPC Entities and the Participating
Noteholders as promptly as practicable of the receipt of any such objections to
the Disclosure Statement and the Plan and shall supply each of them with copies
of all material correspondence received, if any, with respect to the Disclosure
Statement and the Plan.  12 
   ARTICLE IV  VOTING PROVISIONS  Section 4.1Certain
Voting Matters.  Each party hereto,
including without limitation, UPC Telecom and Belmarken (each on its own behalf
and on behalf of the other) and each of the Participating Noteholders, agrees
that, for so long as this Agreement remains in effect, such party shall cause
all UPC Polska Notes now beneficially owned or the beneficial ownership of
which is hereafter acquired by such party, to be voted at all meetings, or
consents obtained without meetings, of holders of UPC Polska Notes against the
enforcement of any remedies under the relevant Indentures and shall take all
such action as may be necessary to instruct the trustees under the relevant
Indentures to act in a manner consistent with this Agreement, including,
without limitation, by voting to instruct such trustees to rescind any action
taken to accelerate the UPC Polska Notes or to enforce remedies under the
relevant Indentures.  Section 4.2Voting After the Filing Date.  (a)           Agreement to Vote for
Plan.  Subject to Section 4.4
hereof, the UPC Entities and each Participating Noteholder irrevocably agree,
during the period commencing on the date of this Agreement and continuing until
the termination of this Agreement, as provided in Article IX of this Agreement,
(i) to vote, when properly solicited to do so, timely all of its Restricted
Claims in favor of the Plan, as the Plan may be modified from time to time in
accordance with the terms of Section 4.2(b), below, by timely executing ballots
in favor of the Plan, (ii) not to attempt to modify, condition, revoke or withdraw
such vote in favor of the Plan so long as the Plan is not modified in violation
of Section 4.2(b), (iii) not to support or encourage, directly or indirectly,
any financial restructuring concerning UPC Polska, other than as set forth in
this Agreement or the Plan, and (iv) not to oppose the approval of the
Disclosure Statement or the confirmation of the Plan or take any action
inconsistent with this Agreement or the Plan; provided, that the terms
and conditions set forth in this Agreement are substantially consistent with
the terms and conditions set forth in the Plan, as modified by any revisions
thereto permitted hereby.  Each party
agrees that its agreement hereunder may be disclosed in solicitation materials
prepared in connection with the Plan.  (b)           Modifications.  Notwithstanding any provision of this
Agreement, UPC Polska, may with the written consent of the UPC Entities and a
Majority-in-Interest of the Participating Noteholders, make such changes and
modifications to the Plan and/or the Disclosure Statement as UPC Polska, in its
reasonable discretion deems necessary and appropriate, and to the extent
permissible under the US Bankruptcy Code, in order to have the Disclosure
Statement approved by the US Bankruptcy Court and the Plan confirmed by the US
Bankruptcy Court; provided that no party hereto shall be required to
support a Plan that alters the principal amount or payment terms of the New UPC
Polska Notes or the Cash Consideration unless such modification has been
approved by each of the Participating Noteholders; provided, further,
that no party hereto shall be required to support a Plan that deviates from the
terms and conditions of this Agreement in a manner that is materially adverse
to such party, unless (i) with respect to Participating Noteholders, such
deviations are applicable generally to the UPC Polska Notes, and have been
approved by holders of UPC Polska Notes owning, as of the date of such  13 
   modification, a majority of the aggregate
principal amount of the outstanding UPC Polska Notes (which such majority shall
include a Majority-in-Interest of the Participating Noteholders), in each case
excluding for this purpose any Telecom Owned UPC Polska Notes, or (ii) with
respect to holders of any other class of claims against, or interests in, UPC
Polska, such deviations are applicable generally to the claims or interests of
such class and have been approved by holders of claims or interests of such
class owning, as of the date of such modification, a majority-in-interest of
the aggregate outstanding claims or interests of such class, other than claims
or interests of such class owned by the UPC Entities.  Section 4.3Direction
of Trustees.  Each of the
Participating Noteholders agrees that it shall use commercially reasonable
efforts to cause each of the trustees under the Indentures to take such action
as is necessary or desirable and which is consistent with the Trust Indenture
Act of 1939, as amended to date, and any other applicable Law to implement the
actions and achieve the results contemplated in this Agreement; provided
that no Participating Noteholder should be required to expend its own funds in
doing so or be required to provide the applicable Trustee with indemnity for
its actions pursuant hereto.  Section 4.4Acknowledgement.  This Agreement is not, and shall not be
deemed to be, a solicitation of votes to accept the Plan or an offering of any
securities to be issued under the Plan. 
Neither UPC Telecom, UPC Polska nor any of their respective controlled
Affiliates shall solicit acceptances of the Plan from, or offer such securities
to, the Participating Noteholders or any other creditor or holder of any other
claim against, or interest in, UPC Polska until the Disclosure Statement has
been approved by the US Bankruptcy Court and the holders of the Belmarken
Notes, the UPC Polska Notes, the UPC Telecom Notes, the Affiliate Indebtedness,
the UPC Polska Equity, the General Unsecured Creditors, the Critical Creditors
and the other creditors and holders of any other claims against, or interests
in, UPC Polska have been provided with all applicable solicitation materials
and related ballots.  ARTICLE V  REPRESENTATIONS AND WARRANTIES OF UPC POLSKA  UPC
Polska hereby represents and warrants to each of the other parties hereto that
the statements contained in this Article V are true and correct.  Section 5.1Organization.  UPC Polska is a corporation duly organized
and validly existing under the Laws of the State of Delaware and has all requisite
corporate power and authority to own, lease and operate its properties and
assets and to carry on its business as now being conducted.  Section 5.2Capitalization.  (a)  The authorized capital stock
of UPC Polska now consists, and immediately prior to the Effective Date will
consist, solely of 1,000 shares of authorized common stock (the UPC Polska
Stock), par value $.01 per share, of which 1,000 shares are currently
issued and outstanding as of the close of business on the date hereof.  All of the outstanding share capital or
other equity interests, as the case may be, of UPC Polska are duly authorized,
validly issued, fully paid and non-assessable, are owned by UPC Telecom, and  14 
   are not subject to, nor were they issued in
violation of, any preemptive rights, purchase option, call option, right of
first refusal, subscription right or any similar right, and were issued in
compliance with applicable securities laws and regulations.  (b)           Except as set forth above or on Annex D attached
hereto, and except for the transactions contemplated by this Agreement, (i)
there is no capital stock or other security (voting or nonvoting) of UPC Polska
that is authorized, issued or outstanding, (ii) there are no outstanding or
authorized options, warrants, calls, preemptive rights, subscriptions or other
rights, convertible or exchangeable securities, phantom stock rights, stock
appreciation rights, stock-based performance units, agreements, arrangements,
commitments or claims of any character, contingent or otherwise, relating to
the issued or unissued capital stock of UPC Polska or obligating UPC Polska to
issue, transfer or sell or cause to be issued, transferred or sold any capital
stock or other equity interests in UPC Polska or securities convertible into or
exchangeable for such shares or equity interests, or obligating UPC Polska to
grant, extend or enter into any such option, warrant, call, preemptive right,
subscription or other right, convertible or exchangeable security, agreement,
arrangement, commitment or claim, and (iii) there are no outstanding
contractual obligations of UPC Polska to repurchase, redeem or otherwise
acquire any capital stock of UPC Polska.  Section 5.3Authorization;
Validity of Agreement; Corporate Action. 
UPC Polska has full corporate power and authority to execute, deliver
and, in respect of all actions referenced in the remainder of this sentence,
subject to obtaining the approval of the US Bankruptcy Court, perform this
Agreement and execute, deliver and perform each instrument required hereby to
be executed and delivered and performed by UPC Polska pursuant to this
Agreement, to perform its obligations hereunder and thereunder and to
consummate the transactions contemplated hereby and thereby.  The execution, delivery and performance by
UPC Polska of this Agreement and each instrument required hereby to be executed
and delivered by UPC Polska pursuant to this Agreement and the performance of
its obligations hereunder and thereunder and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by UPC
Polskas board of directors, and no other corporate action on the part of UPC
Polska is necessary to authorize the execution, delivery and performance by UPC
Polska of this Agreement and the consummation of the transactions contemplated
hereby and thereby.  This Agreement has
been duly executed and delivered by UPC Polska, and, assuming due and valid authorization,
execution and delivery hereof by each other party hereto, is a valid and
binding obligation of UPC Polska enforceable against UPC Polska in accordance
with its terms, subject to the approval of the US Bankruptcy Court.  Section 5.4Consents
and Approvals; No Violations.  The
execution and delivery of this Agreement does not, and the consummation of the
transactions contemplated hereby and compliance by UPC Polska with the
provisions of this Agreement will not:  (a)           violate or conflict with or result in
any material breach of any provision of the Certificate of Incorporation or
By-laws or other organizational documents of UPC Polska;  15 
   (b)           require any filing, recordation,
declaration or registration with, or permit, order, authorization, consent,
waiver or approval of, or action by or in respect of, or the giving of notice
to, any Governmental Entity to which UPC Polska is subject, except for (i) the
filing with the SEC of such reports under the Exchange Act as may be required
in connection with this Agreement, the Restructuring and the transactions
contemplated hereby and thereby and (ii) the commencement of the Chapter 11
Case and the receipt of the requisite approvals of the US Bankruptcy Court
(collectively, the Required UPC Polska 
Consents); or  (c)           subject to obtaining the Required UPC
Polska Consents, materially violate any of the terms, conditions or provisions
of any Law or Judgment of any Governmental Entity to which UPC Polska is
subject or by which UPC Polska or any of UPC Polskas assets are bound;  excluding from preceding clauses (b) and (c) such
matters that have not resulted in, do not result in, and would not reasonably
be likely to result in, individually or in the aggregate, a material adverse
effect on the ability of UPC Polska or its Subsidiaries to perform its
respective material obligations under this Agreement, and to consummate the
Restructuring and the transactions contemplated hereby and thereby.  Section 5.5SEC
Reports and Financial Statements. 
Except for such delays as are the subject of Forms 12b-25 timely filed
with the SEC, UPC Polska has filed with the SEC all forms, reports, schedules,
statements and other documents (including, in each case, exhibits, schedules,
amendments or supplements thereto, and any other information incorporated by
reference therein) required to be filed by it since January 1, 1999 under the
Exchange Act or the Securities Act (as such documents have been amended or
supplemented between the time of their respective filing and the date hereof,
the UPC Polska SEC Documents). 
Except to the extent amended or superseded by a subsequent filing with
the SEC made prior to the date hereof, as of their respective dates (and if so
amended or superseded, then on the date of such filing prior to the date
hereof), the UPC Polska SEC Documents (including, without limitation, any
financial statements or schedules included therein), (a) did not contain any
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading and (b)
complied in all material respects with the applicable requirements of the
Exchange Act and the Securities Act, as the case may be, and the applicable
rules and regulations of the SEC thereunder. 
Each of the financial statements contained in the UPC Polska SEC
Documents (including, in each case, any related notes and schedules) has been
prepared from, and is in accordance with, the books and records of UPC Polska
and its consolidated Subsidiaries, complies in all material respects with
applicable accounting requirements and with the published rules and regulations
of the SEC with respect thereto, has been prepared in accordance with GAAP as
in effect during such periods (except as may be indicated in the notes thereto)
and fairly presents, in all material respects, the consolidated financial
position and the consolidated results of operations and cash flows of UPC Polska
and its consolidated Subsidiaries at the dates and for the periods covered
thereby.  16 
   Section 5.6Brokers.  Except for the fees and expenses of FTI
Consulting, Inc. (whose fees and expenses shall be paid by UPC Polska in
accordance with UPC Polskas  agreements
with such firms), no agent, broker, Person or firm acting on behalf of UPC
Polska is or will be entitled to any advisory or other fee, commission or
brokers or finders fee from any party hereto (or any of their respective
Affiliates) in connection with this Agreement, the Restructuring or any of the
transactions contemplated hereby or thereby.  ARTICLE VI  REPRESENTATIONS AND WARRANTIES OF
THE UPC ENTITIES  Each
UPC Entity hereby represents and warrants to each of the other parties hereto
(other than each other UPC Entity) that the statements contained in this
Article VI are true and correct.  Section 6.1Organization.  Such UPC Entity is a private company with
limited liability (besloten vennootschap) duly organized and validly existing
under the Laws of The Netherlands and has all requisite company power and
authority to own, lease and operate its properties and assets and to carry on
its business as now being conducted.  Section 6.2Authorization;
Validity of Agreement; Corporate Action. 
Such UPC Entity has the full company power and authority to execute and
deliver this Agreement and each instrument required hereby to be executed and
delivered by it pursuant to this Agreement, to perform its obligations
hereunder and thereunder, and to consummate the transactions contemplated
hereby and thereby.  The execution,
delivery and performance by such UPC Entity of this Agreement and each
instrument required hereby to be executed and delivered by such UPC Entity
pursuant to this Agreement and the performance of its obligations hereunder and
thereunder and the consummation by it of the transactions contemplated hereby
have been duly authorized by the Board of Management of such UPC Entity and no
other company action on the part of such UPC Entity is necessary to authorize
the execution, delivery and performance by such UPC Entity of this Agreement
and the consummation of the transactions contemplated hereby.  This Agreement has been duly executed and
delivered by such UPC Entity and, assuming due and valid authorization,
execution and delivery hereof by each other party hereto, is a valid and
binding obligation of such UPC Entity enforceable against such Person in
accordance with its terms, except that the enforceability thereof may be
subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws now or hereafter in effect or to the
discretion of any court before which a proceeding is brought.  Section 6.3Consents
and Approvals; No Violations.  The
execution and delivery of this Agreement does not, and the consummation of the
transactions contemplated by this Agreement and compliance by such UPC Entity
with the provisions of this Agreement will not:  (a)           violate or conflict with or result in
any breach of any provision of the Articles of Association or other
organizational documents of such UPC Entity;  17 
   (b)           require any filing, recordation,
declaration or registration with, or permit, order, authorization, consent,
waiver or approval of, or action by or in respect of, or the giving of notice
to, any Governmental Entity to which such UPC Entity or any of its Subsidiaries
is subject, except for the receipt of any requisite US Bankruptcy Court
approvals; or  (c)           subject to obtaining the approvals
specified in Section 6.3(b), materially violate any of the terms, conditions or
provisions of any Law or Judgment of any Governmental Entity to which such UPC
Entity or any of its respective Subsidiaries is subject or by which any of the
foregoing or any of their respective assets are bound;  excluding from preceding
clauses (b) and (c) such matters that have not resulted in, do not result in,
and would not reasonably be likely to result in, individually or in the
aggregate, a material adverse effect on the ability of such UPC Entity to
perform its obligations under this Agreement, and to consummate the
Restructuring and the transactions contemplated hereby and thereby.  Section 6.4Ownership of
Securities.  (a)           UPC Telecom.  UPC Telecom is the record and beneficial
owner of the UPC Telecom Notes, the UPC Polska Stock and the other claims and
interests in UPC Polska set forth on Schedule 6.4(a) hereto, free and
clear of all Liens, encumbrances and adverse claims, and UPC Telecom has no
claim or interest, contingent or otherwise, against UPC Polska except for the
claims or interests set forth on Schedule 6.4(a) hereto.  (b)           Belmarken.  Belmarken is the record and beneficial owner
of the Belmarken Notes and the other claims and interests in UPC Polska set
forth on Schedule 6.4(b) hereto, free and clear of all Liens,
encumbrances and adverse claims, and Belmarken has no claim or interest,
contingent or otherwise, against UPC Polska except for the claims or interests
set forth on Schedule 6.4(b) hereto.  Section 6.5Certain
Securities Law Matters.  Each of the
UPC Entities hereby further represents and warrants for itself that:  (a)           Such Person, by virtue of such
Persons expertise, the advice available to such Person, and its previous
investment experience, has extensive knowledge and experience in financial and
business matters, investments, securities and private placements and the
capability to evaluate the merits and risks of this Agreement, the
Restructuring and the transactions contemplated hereby and thereby.  (b)           Such Person is entering into this
Agreement, the Restructuring and the transactions contemplated hereby and
thereby for such Persons own account and such Person intends to acquire any
New UPC Polska Stock issued in connection with the Restructuring for investment
purposes only and not with a view to, or the intention of, distributing any
such securities in violation of the Securities Act or any other applicable
securities laws of the United States or any political subdivision thereof, and
any such securities will not be disposed of in contravention of the Securities
Act or any other applicable securities laws of the United States or any
political subdivision thereof.  18 
   (c)           Such Person is able to bear the
economic risk of the transactions contemplated by this Agreement and the
Restructuring (including, without limitation, the complete loss of such
investment) for an indefinite period of time.  (d)           Such Person has had an opportunity to
ask questions and receive answers concerning the business and affairs of UPC
Polska and such other matters concerning its current loans to UPC Polska, the
Restructuring and the transactions contemplated hereby and thereby and has had
full access to such other information concerning UPC Polska, the Restructuring
and the transactions contemplated hereby and thereby as such Person has
requested.  (e)           Such Person is a qualified
institutional buyer, as such term is defined pursuant to Rule 144A(a)
promulgated under the Securities Act, or, if not such a qualified
institutional buyer, such Person is an accredited investor as such term is
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D, promulgated under
the Securities Act.  Section 6.6Brokers.  No agent, broker, Person or firm acting on
behalf of any of the UPC Entities is or will be entitled to any advisory or
other fee, commission or brokers or finders fee from any party hereto (or any
of their respective Affiliates) in connection with this Agreement, the
Restructuring or any of the transactions contemplated hereby or thereby other
than J.P. Morgan & Co. and Credit Suisse First Boston LLC, whose fees and
expenses shall be paid by UPC Polska in accordance with its agreement with the
UPC Entities.  ARTICLE VII  REPRESENTATIONS AND WARRANTIES OF
PARTICIPATING NOTEHOLDERS  Each
Participating Noteholder, for itself and no other party, hereby represents and
warrants to each of the other parties hereto that the statements contained in
this Article VII are true and correct.  Section 7.1Organization.  Such Participating Noteholder is duly
organized, validly existing and in good standing under the Laws of its
jurisdiction of organization.  Section 7.2Authorization;
Validity of Agreement; Noteholder Action. 
Such Participating Noteholder has the full institutional power and
authority to execute and deliver this Agreement and each instrument required
hereby to be executed and delivered by it pursuant to this Agreement, to
perform its obligations hereunder and thereunder, and to consummate the
transactions contemplated hereby and thereby. 
The execution, delivery and performance by such Participating Noteholder
of this Agreement and each instrument required hereby to be executed and
delivered by such Participating Noteholder pursuant to this Agreement, and the
performance of such Participating Noteholders obligations hereunder and
thereunder and the consummation by it of the transactions contemplated hereby
and thereby have been duly authorized by its Board of Directors or other
governing body or appropriate authorized officers or representatives and no
other institutional action on the part of such Participating Noteholder is
necessary to authorize  19 
   the execution, delivery and performance by
such Participating Noteholder of this Agreement and the consummation of the
transactions contemplated hereby.  This
Agreement has been duly executed and delivered by such Participating Noteholder
and, assuming due and valid authorization, execution and delivery hereof by
each other party hereto, is a valid and binding obligation of such
Participating Noteholder enforceable against such Participating Noteholder in
accordance with its terms, except that the enforceability thereof may be
subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws now or hereafter in effect or to the
discretion of any court before which a proceeding is brought.  Section 7.3Consents
and Approvals; No Violations.  The
execution and delivery of this Agreement does not, and the consummation of the
transactions contemplated by this Agreement and compliance by such
Participating Noteholder with the provisions of this Agreement will not:  (a)           violate or conflict with or result in
any breach of any provision of the Certificate of Incorporation, By-laws or
other organizational documents of such Participating Noteholder;  (b)           require any filing, recordation,
declaration or registration with, or permit, order, authorization, consent,
waiver or approval of, or action by or in respect of, or the giving of notice
to, any Governmental Entity to which such Participating Noteholder or any of
its Affiliates is subject, except for (i) the filing with the SEC of such
reports under the Exchange Act, as may be required in connection with this
Agreement, the Restructuring and the transactions contemplated hereby and
thereby and (ii) the receipt of requisite US Bankruptcy Court approvals; or  (c)           subject to obtaining the approvals
specified in Section 7.3(b), materially violate any of the terms, conditions or
provisions of any Law or Judgment of any Governmental Entity to which such
Participating Noteholder is subject or by which such Participating Noteholder
or any of its assets are bound;  excluding from preceding
clauses (b) and (c) such matters that have not resulted in, do not result in,
and would not reasonably be likely to result in, individually or in the aggregate,
a material adverse effect on the ability of such Participating Noteholder to
perform its obligations under this Agreement, and to consummate the
Restructuring and the transactions contemplated hereby and thereby.  Section 7.4Ownership
of Securities.  Such Participating
Noteholder is the lawful beneficial owner of the UPC Polska Notes and other
claims against, or interests in, UPC Polska set forth on Schedule 7.4
hereto, free and clear of all Liens, encumbrances and adverse claims, and such
Participating Noteholder has no claims or interests, contingent or otherwise,
against UPC Polska except for the claims and interests set forth on Schedule
7.4 hereto.  Section 7.5Certain
Securities Law Matters.  (a)           Such Participating Noteholder, by virtue of such
Participating Noteholders expertise, the advice available to such
Participating Noteholder, and its previous  20 
   investment experience, has extensive
knowledge and experience in financial and business matters, investments,
securities and private placements and the capability to evaluate the merits and
risks of this Agreement, the Restructuring and the transactions contemplated
hereby and thereby.  (b)           Such Participating Noteholder is entering into this
Agreement, the Restructuring and the transactions contemplated hereby and
thereby for such Participating Noteholders own account and such Participating
Noteholder intends to acquire any New UPC Polska Notes issued in connection
with the Restructuring for investment purposes only and not with a view to, or
the intention of, distributing any such notes in violation of the Securities
Act or any other applicable securities laws of the United States or any
political subdivision thereof, and any such securities will not be disposed of
in contravention of the Securities Act or any other applicable securities laws
of the United States or any political subdivision thereof.  (c)           Such Participating Noteholder is able to bear the economic
risk of the transactions contemplated by this Agreement and the Restructuring
(including, without limitation, the complete loss of such investment) for an
indefinite period of time.  (d)           Such Participating Noteholder has had an opportunity to
ask questions and receive answers concerning the business and affairs of UPC
Polska and such other matters concerning its current investment in UPC Polska,
the Restructuring and the transactions contemplated thereby and has had full
access to such other information concerning UPC Polska, the Restructuring and
the transactions contemplated thereby as such Participating Noteholder has
requested.  (e)           Such Participating Noteholder is a qualified
institutional buyer, as such term is defined pursuant to Rule 144A(a)
promulgated under the Securities Act, or, if not such a qualified
institutional buyer, such Participating Noteholder is an accredited investor
as such term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D,
promulgated under the Securities Act.  Section 7.6Brokers.  No agent, broker, Person or firm acting on
behalf of the Participating Noteholders is or will be entitled to any advisory
or other fee, commission or brokers or finders fee from any party hereto (or
any of their respective Affiliates) in connection with this Agreement, the
Restructuring or any of the transactions contemplated hereby or thereby.  ARTICLE VIII  CERTAIN COVENANTS  Section 8.1Commercially
Reasonable Efforts.  Subject to the
terms and conditions provided herein, each of the parties hereto shall, and
shall cause each of its controlled Affiliates to, cooperate and use its
commercially reasonable efforts to take, or cause to be taken, all appropriate
action, and do, or cause to be done, and assist and cooperate with the other
parties hereto in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the
Restructuring and the other transactions  21 
   contemplated hereby and thereby and to make,
or cause to be made, all filings necessary, proper or advisable under
applicable Laws, to consummate and make effective the Restructuring and the
transactions contemplated hereby and thereby. 
Without limiting the generality of the foregoing, each of the parties
hereto shall, and shall cause each of their controlled Affiliates to, cooperate
and use their commercially reasonable efforts promptly to:  (a)           make any and all filings,
recordations, declarations or registrations with, obtain any and all actions or
non-actions, licenses, permits, consents, approvals, waivers, authorizations,
qualifications and orders of, give any and all notices to, and take reasonable
steps to avoid an action or proceeding by, any and all Governmental Entities
and parties to contracts with UPC Polska, in each case prior to the Effective
Date, as are necessary, proper or advisable to consummate and make effective,
in the most expeditious manner practicable, the Restructuring and the other
transactions contemplated hereby and thereby;  (b)           defend any lawsuits or other legal
proceedings, whether judicial or administrative, challenging this Agreement or
the consummation of the Restructuring or any of the other transactions
contemplated hereby and thereby (including seeking to have any stay or
temporary restraining order entered by any court or Governmental Entity vacated
or reversed); it being understood and agreed that each party hereto shall
promptly notify the other parties of any litigation (including any stockholder
litigation), against such party and/or its directors relating to the
Restructuring or any of the transactions contemplated hereby and thereby; and  (c)           execute and deliver any additional
instruments necessary to consummate the Restructuring and the transactions
contemplated hereby and thereby and to carry out fully the purposes of this
Agreement.  Section 8.2Notification
of Certain Matters.  Each party
hereto shall give prompt written notice to each other party of (a) the
occurrence or non-occurrence of any event, known to such party, the occurrence
or non-occurrence of which has resulted in, or is reasonably likely to result
in, any representation or warranty set forth in this Agreement made by such
party to be untrue or inaccurate in any material respect; (b) any material
failure by such party to comply with or satisfy any covenant, condition or
agreement to be complied with or satisfied by it hereunder; or (c) any action,
suit or proceeding by any Person or any inquiry or investigation by any
Governmental Entity pending, or, to the knowledge of such party, threatened,
that questions or challenges this Agreement or the consummation of the
Restructuring or of any of the transactions contemplated hereby and thereby; provided
that the delivery of any notice pursuant to this Section 8.2 shall not limit or
otherwise affect the remedies available hereunder to the party receiving such
notice and that no such notification shall modify the representations or
warranties of any party or the conditions to the obligations of any party
hereunder.  Section 8.3Forbearance.  As long as this Agreement remains in effect
with respect to said party, each Person party hereto (other than UPC Polska)
acknowledges and agrees that it shall forbear from (w) exercising the right to
receive principal of, and interest or dividends on, any security of UPC Polska
held by such Person, (x) the filing of a notice of default, the  22 
   taking of any action to accelerate or
otherwise collect on any such security, (y) pursuing any rights or remedies
(including acceleration of amounts due thereunder) available to such Person
under any such security and (z) the commencement of litigation or proceedings
(including arbitration) of any kind or nature against UPC Polska or any of its
Subsidiaries, arising as the result of, or in connection with, any failure to
pay the principal of, or interest on, any such security or a default under any
such security or in respect of any other rights or remedies under applicable law
or otherwise of such Person under any such security or any indenture that
governs any security of UPC Polska held by such Person or any agreement among
UPC Polska and any such Person or Persons. 
Notwithstanding the preceding sections, after UPC Polska becomes a
debtor under the US Bankruptcy Code, the Persons party hereto (other than UPC
Polska) shall be entitled to exercise any rights or remedies they have in
connection with the Chapter 11 Case in all cases consistent with this
Agreement, subject to any stay or modifications of such rights or remedies
which may exist or be entered in connection with such proceedings; provided
that so long as this Agreement remains in effect, such Persons agree to
exercise such rights and remedies only in a manner consistent with the
provisions of this Agreement. 
Notwithstanding anything in this Section 8.3 to the contrary, if the
Plan is confirmed other than substantially on the terms set forth in this
Agreement (after giving effect to any permitted modifications made pursuant to
Section 4.2(b)) the obligations under this Section 8.3 of each Person party
hereto shall terminate.  For purposes of
certainty, the parties hereto acknowledge that the Participating Noteholders
specifically preserve whatever rights they may have to compel UPC Polska to
fulfill its fiduciary duties, subject to the terms and conditions of this
Agreement, in connection with this Agreement or in the Chapter 11 Case.  Section 8.4Restrictions
on Transfer.  Until the Effective
Date, each Person party hereto (other than UPC Polska) agrees that it shall
not, without the prior written consent of each other party hereto, (a) sell,
transfer, assign, pledge, gift or otherwise dispose of any of its claims
against, or interests in, UPC Polska (including, without limitation, any
Belmarken Notes, UPC Polska Notes, UPC Telecom Notes and UPC Polska Equity), in
whole or in part, or any interest therein, unless the transferee thereof
accepts such claim against, or interest in, UPC Polska subject to the terms of
this Agreement, as evidenced by an agreement executed by such transferee that
provides in an enforceable manner, among other things, that each of the other
parties to this Agreement is an express third-party beneficiary of such
agreement or (b) grant any proxies, deposit any of its claims against, or
interests in, UPC  Polska (including,
without limitation, any Belmarken Notes, UPC Polska Notes, UPC Telecom Notes or
UPC Polska Equity) into a voting trust, or enter into a voting or tendering
agreement with respect to any claims against, or interests in, UPC Polska,
unless such arrangement provides in an enforceable manner for compliance with
this Agreement.  In the event that a
party to this Agreement transfers any such claim against, or interest in, UPC
Polska prior to the final vote on the Plan, the transferee of such claim
against, or interest in, UPC Polska shall comply with and be subject to all the
terms of this Agreement, including, but not limited to, the transferring
partys obligations to vote in favor of the Plan and shall, as a condition
precedent to such transfer, execute an agreement on terms substantially
identical (including with respect to termination events and withdrawal rights)
in all respects to the terms of this Agreement.  Section 8.5Further
Acquisition of Claims or Interests. 
This Agreement shall in no way be construed to preclude any party hereto
from acquiring additional claims against, or  23 
   interests in, UPC Polska; provided
that if any such Person acquires any additional claims against, or interests
in, UPC Polska after the date of this Agreement, such additional claims
against, or interests in, UPC Polska shall immediately upon such acquisition
without further action on the part of UPC Polska or the acquiring Person become
subject to the terms of this Agreement.  Section 8.6Impact
of Appointment of Creditors Committee. 
If an official committee of unsecured creditors is appointed by the
United States Trustee in the Chapter 11 Case, UPC Polska shall cooperate
reasonably with the Participating Noteholders in seeking to cause the United
States Trustee to appoint some or all of the Participating Noteholders to be
members of such official committee pursuant to Section 1102 of the Bankruptcy
Code.  Nothing contained in this
Agreement shall limit the ability of any Participating Noteholder appointed to
such committee to take such acts as a committee member that are required by or
consistent with the fiduciary duties of a committee member; provided that
the freedom to act as a committee member (including the freedom to vote in
committee meetings and to instruct committee professionals to act on behalf of
such committee) shall not affect the obligations of the Participating
Noteholder to vote its Restricted Claims as provided herein and shall not
affect the continuing obligations of such Participating Noteholder(s) under
this Agreement or the validity or enforceability of this Agreement.  Section 8.7Releases
and Exculpation.  (a)           Releases.  The Plan will contain provisions addressing
releases, in each case substantially as follows:  Effective on the
Confirmation Date, but subject to the occurrence of the Effective Date, the UPC
Entities, UPC Polska, UPC, New UPC, UGC, each Participating Noteholder, each
holder of UPC Polska Notes, UPC Telecom Notes, Belmarken Notes, Affiliate
Indebtedness, UPC Polska Equity and each of the foregoings respective
officers, directors, Affiliates, Subsidiaries, stockholders, partners, members,
managers, representatives, employees, attorneys, financial advisors,
accountants and agents, and any of their respective successors and assigns, and
their respective property, shall be released from any and all claims,
obligations, rights, causes of action, choses in action, demands, suits,
proceedings and liabilities which UPC Polska or any holder of a claim against,
or interest in, UPC Polska or its bankruptcy estate may be entitled to assert,
whether for fraud, tort, contract, violations of applicable securities laws, or
otherwise, whether known or unknown, foreseen or unforeseen, existing or
hereafter arising, contingent or non-contingent, based in whole or in part upon
any act, omission, transaction, state of facts, circumstances or other
occurrence or failure of an event to occur, taking place before the
Confirmation Date and in any way relating to the UPC Entities, UPC, UGC, New
UPC, each Participating Noteholder, UPC Polska, the issuance, purchase or sale
of the Belmarken Notes, UPC Polska Notes, UPC Telecom Notes, Affiliate Indebtedness,
UPC Polska Equity, the Restructuring, the Chapter 11 Case, the solicitation of
acceptances of the Plan, the pursuit of confirmation of the Plan, the
consummation of the Plan or administration of the Plan or the property to be
distributed under the Plan; provided, however, that nothing
herein shall release any Person from any claims, obligations, rights, causes of
action, choses in action, demands, suits, proceedings or liabilities based  24 
   upon any act or omission
arising out of such Persons gross negligence or willful misconduct; provided
further, that nothing herein shall release UPC Polska, the UPC Entities or
any Participating Noteholder from any claims, obligations, rights, causes of
action, choses in action, demands, suits, proceedings or liabilities based upon
such Persons failure to comply, in all respects, with, or breach of such
Persons obligations under, this Plan or the Restructuring Agreement.  Effective as of the Confirmation Date, but
subject to the occurrence of the Effective Date, all holders of Belmarken
Notes, UPC Polska Notes, UPC Telecom Notes, Affiliate Indebtedness and UPC
Polska Equity, shall be deemed to release, and shall be permanently enjoined
from bringing, maintaining, facilitating or assisting any action, demand, suit
or proceeding against, UGC, the UPC Entities, New UPC, UPC, UPC Polska and
their respective officers, directors, Subsidiaries, Affiliates, members,
managers, representatives, employees, attorneys, stockholders, partners,
accountants, financial advisors and agents, or any of their respective
successors and assigns, and their respective property, in respect of any
claims, obligations, rights, causes of action, demands, suits, proceedings and
liabilities related to, or arising from, any and all claims or interests
arising under, in connection with, or related to the Belmarken Notes, the UPC
Polska Notes, the UPC Telecom Notes, the Affiliate Indebtedness or the UPC
Polska Equity, or the issuance, purchase, or sale of any thereof, the
Restructuring, the Chapter 11 Case, the solicitation of acceptances of the
Plan, the pursuit of confirmation of the Plan, the consummation of the Plan or
administration of the Plan or the property to be distributed under the Plan.  Nothing in the Plan
shall effect a release in favor of any released party from any liability
arising under (i) the Internal Revenue Code, or any state, city or municipal
tax code, (ii) the environmental laws of the United States, any state, city or
municipality, or (iii) any criminal laws of the United States, any state, city
or municipality; nor shall anything in the Plan enjoin the United States
government or any state, city or municipality, as applicable, from bringing any
claim, suit, action or other proceeding against any released party for any
liability arising under (i) the Internal Revenue Code, or any state, city or
municipal tax code, (ii) the environmental laws of the United States, any
state, city or municipality, or (iii) any criminal laws of the United States,
any state, city or municipality; provided, however, that this
paragraph shall in no way affect or limit the discharge granted to UPC Polska
under Chapter 11 of the U.S. Bankruptcy Code and pursuant to the Plan.  Solely in the case of
attorneys, nothing in the Plan shall effect a release from any liability
arising under any applicable professional disciplinary rule, including
Disciplinary Rule 6-102 of the New York Code of Professional Conduct.  (b)           Exculpation.  The Plan will contain provisions addressing
exculpation and limitation of liability, in each case substantially as follows:  None of the UPC
Entities, New UPC, UPC, UPC Polska, UGC, any Participating Noteholder, any
holder of UPC Polska Notes, Belmarken Notes, UPC Telecom Notes, Affiliate
Indebtedness, UPC Polska Equity, or any of the foregoings respective officers,
directors, Subsidiaries, Affiliates, members, managers, stockholders, partners,  25 
   representatives,
employees, attorneys, financial advisors, accountants and agents, or any of
their respective successors and assigns, or any of their respective property,
shall have or incur any liability to any holder of a claim or an interest, or
any other party in interest, or any of their respective officers, directors,
Subsidiaries, Affiliates, members, managers, stockholders, partners,
representatives, employees, attorneys, financial advisors, accountants and
agents, or any of their respective successors and assigns, and their respective
property, for any act or omission in connection with, relating to, or arising
out of, the Restructuring, the Chapter 11 Case, the solicitation of acceptances
of the Plan, the pursuit of confirmation of the Plan, the consummation of the
Plan, or the administration of the Plan or the property to be distributed under
the Plan, except for (i) their gross negligence or willful misconduct, (ii)
solely in the case of attorneys, to the extent that such exculpation would
violate any applicable professional disciplinary rules, including Disciplinary
Rule 6-102 of the New York Code of Professional Conduct and (iii) solely in the
case of UPC Polska, the UPC Entities or any Participating Noteholder, any
liability for failure to comply with, or breach of such Persons obligations
under, this Plan or the Restructuring Agreement, and in all respects UPC
Polska, the UPC Entities and the Participating Noteholders shall be entitled to
reasonably rely upon the advice of counsel with respect to their duties and
responsibilities under this Plan and the Restructuring Agreement.  Notwithstanding any
other provision of the Plan, no holder of a claim or interest, no other party
in interest, none of their respective officers, directors, Subsidiaries,
Affiliates, members, managers, stockholders, partners, representatives,
employees, attorneys, financial advisors, accountants and agents, or any of
their respective successors and assigns, and their respective property, shall
have any right of action, demand, suit or proceeding against, the UPC Entities,
UPC Polska, UGC, New UPC, UPC, each Participating Noteholder, each holder of
UPC Polska Notes, Belmarken Notes, Affiliate Indebtedness, UPC Polska Equity,
UPC Telecom Notes, and each of the foregoings respective officers, directors,
Subsidiaries, Affiliates, members, managers, stockholders, partners,
representatives, employees, attorneys, financial advisors, accountants and
agents, or any of their respective successors and assigns, and their respective
property, for any act or omission in connection with, relating to or arising
out of, the Restructuring, the Chapter 11 Case, the solicitation of acceptances
of the Plan, the pursuit of confirmation of the Plan, the consummation of the
Plan or the administration of the Plan or the property to be distributed under
the Plan, except (i) for their gross negligence or willful misconduct, (ii)
solely in the case of attorneys, to the extent that such exculpation would
violate any applicable professional disciplinary rules, including Disciplinary
Rule 6-102 of the New York Code of Professional Conduct and (iii) solely in the
case of the UPC Entities, UPC Polska or any Participating Noteholder, for
failure to comply with, or breach of such Persons obligations under, this Plan
or the Restructuring Agreement, and in all respects UPC Polska, the UPC
Entities and the Participating Noteholders shall be entitled to reasonably rely
upon the advice of counsel with respect to their duties and responsibilities
under this Plan and the Restructuring Agreement.  Section 8.8Advisors.  UPC Polska shall pay the reasonable fees and
expenses for services of financial advisors and legal services of attorneys for
the UPC Entities and the  26 
   Participating Noteholders in connection with
the preparation, negotiation, execution and performance of (i) this Agreement,
(ii) the Restructuring and (iii) any of the transactions contemplated hereby or
thereby, subject in the case of the Participating Noteholders to the terms and
conditions of the Expense Reimbursement Agreement.  Section 8.9Adjustment
to Third Party Noteholder Consideration. 
In the event that, on or prior to the Effective Date, UPC or any of its
direct or indirect Affiliates purchases, redeems or otherwise acquires for
value any UPC Polska Notes for a consideration that is different than the Third
Party Noteholder Consideration, then the Plan shall provide that each of the
Participating Noteholders shall have the right to elect to receive such
alternate consideration in respect of their UPC Polska Notes upon consummation
of the Restructuring, on the same terms and conditions as those pursuant to
which such other UPC Polska Notes were purchased, redeemed or otherwise
acquired for value, in lieu of the receiving the Third Party Noteholder
Consideration for such UPC Polska Notes. The UPC Entities and/or UPC Polska
shall promptly notify each Participating Noteholder of each such purchase
including the amount(s) and type(s) of consideration paid in connection therewith.  ARTICLE IX  TERMINATION AND ABANDONMENT  Section 9.1Termination.  (a)           This Agreement may be terminated at any time prior to the
Effective Date:  (i)            by the mutual written consent of UPC
Polska, the UPC Entities, and a Majority-in-Interest of the Participating
Noteholders;  (ii)           by a Majority-in-Interest of the
Participating Noteholders, subject to the provisions of Section 3.1, if the
Filing Date has not occurred on or prior to July 7, 2003; provided, that
the right to terminate this Agreement under this Section 9.1(a)(ii) shall not
be available to the extent that the failure by Participating Noteholders to
fulfill any obligation under this Agreement caused the failure of the Filing
Date to have occurred on or prior to such date;  (iii)          by a Majority-in-Interest of the
Participating Noteholders, subject to the provisions of Section 3.1, if the
Plan and the Disclosure Statement have not been filed with the Bankruptcy Court
on or prior to July 24, 2003; provided, that the right to terminate this
Agreement under this Section 9.1(a)(iii) shall not be available to the extent
that the failure by Participating Noteholders to fulfill any obligation under
this Agreement caused the failure of the Plan and the Disclosure Statement to
be filed with the Bankruptcy Court on or prior to such date; or  (iv)          by the UPC Entities or a
Majority-in-Interest of the Participating Noteholders, if the Disclosure
Statement contains information materially different from information provided
in writing to the UPC Entities or the Participating Noteholders, as the case
may be, by UPC Polska in connection with the negotiation and execution of this  27 
   Agreement,
which information materially adversely impacts the value of the consideration
being received by the UPC Entities or the Participating Noteholders, as the
case may be, pursuant to the Plan, and (i) within ten (10) days after receipt
of the Disclosure Statement, the UPC Entities or the Participating Noteholders
have given written notice to UPC Polska specifying in reasonable detail the
alleged differences and (ii) within ten (10) days after receipt of such notice,
UPC Polska has not advised the UPC Entities or the Participating Noteholders,
as the case may be, that (A) it concurs with the claimed difference in the
Disclosure Statement and will take steps to conform the disclosure to the
previous disclosure (in which case UPC Polska shall have thirty (30) days to
effect a cure) or (B) it disagrees with the UPC Entities notice, or the Participating
Noteholders notice, as the case may be, and submits the issue to the US
Bankruptcy Court for resolution (in which case the parties shall be bound by
the determination of the US Bankruptcy Court).  (b)           Any party to this Agreement may terminate its obligations
under this Agreement:  (i)            at any time after the date which is
nine (9) months after the Filing Date, subject to the provisions of Section
3.2, if the Effective Date shall not have occurred by such date;  (ii)           upon the earliest to occur of (A) the
conversion of the Chapter 11 Case to a case under Chapter 7 of the US
Bankruptcy Code, (B) the appointment of a Chapter 11 trustee, (C) the Plan is
not confirmed without any option being available to UPC Polska to challenge
such decision or amend the Plan or (D) the Plan is confirmed by the US
Bankruptcy Court on terms materially inconsistent with the terms set forth in
this Agreement, including after giving effect to any changes in the transaction
structure made in accordance with Section 4.2(b);  (iii)          if the representations or warranties
of any other party to this Agreement shall fail to be true in any material
respect, causing a material adverse effect upon the terminating party;  (iv)          if any other party fails to perform in
any material respect any covenant or agreement of such other party pursuant to
this Agreement; provided that no party may terminate this Agreement
pursuant to this Section 9.1 (b)(iv) if such partys conduct has contributed in
any material respect to the non-performance alleged as the basis for
terminating this Agreement or if such party is otherwise in material breach of
its obligations hereunder;  (v)           if UPC Polska or the UPC Entities
change the transaction structure in a manner that reduces the Cash
Consideration or materially alters the terms of the New UPC Polska Notes to be
offered to the holders of the UPC Polska Notes as set forth in Section 2.2(a);
or  28 
   (vi)          if, within ten (10) days of the date
on which this Agreement becomes effective as between the UPC Entities and the
Participating Noteholders, UPC Polska does not execute and deliver this
Agreement.  Section 9.2Effect
of Termination.  Except for any
willful and material breach of this Agreement by any party hereto (which breach
and liability therefor shall not be affected by the termination of this
Agreement), if this Agreement is terminated by any Party as provided in Section
9.1, this Agreement shall become void and have no further effect, without any
liability or obligation on the part of any Party, other than the provisions of
this Section 9.2 and Sections 10.1, 10.2, 10.3, 10.4, 10.8, 10.9, 10.10, 10.12,
10.15, 10.16 and 10.17 which shall survive termination.  ARTICLE X  MISCELLANEOUS  Section 10.1Nonsurvival
of Representations and Warranties. 
The respective representations and warranties of the parties hereto
contained in this Agreement shall not be deemed waived or otherwise affected by
any investigation made by any other party. 
Each and every such representation and warranty shall expire with, and
be terminated and extinguished upon the occurrence of, the Effective Date, and
thereafter no party shall be under any liability whatsoever with respect to any
such representation and warranty.  Section 10.2Notices.  All notices, requests, claims and demands
and other communications hereunder shall be in writing and shall be deemed duly
delivered (i) four (4) Business Days after being sent by registered or
certified mail, return receipt requested, postage prepaid, or (ii) one (1)
Business Day after being sent for next business day delivery, fees prepaid, via
a reputable internationally recognized overnight courier service, in each case
to the intended recipient as set forth below:  (a)if to the UPC Entities to:  c/o United Pan-Europe Communications N.V.
Boeing Avenue 53
1119 PE Schiphol Rijk The Netherlands Telephone: +31-20-778-9872 Facsimile: +31-20-778-9841 Attention:  General Counsel  with a copy (which shall not constitute
notice) to:  White & Case LLP 1155 Avenue of the Americas New York, New York 
10036 Attention:       William F. Wynne, Jr., Esq.  29 
   Telephone:      +1-212-819-8200 Facsimile:        +1-212-354-8113  if to UPC Polska to:  c/o UPC Telewizja Kablowa ul. Szturmowa 2A 02-678 Warszawa Attention:       Chief Executive Officer Telephone:      +48-22-70-10-808 Facsimile:        +48-22-70-10-809  with a copy (which shall not constitute
notice) to:  Baker &
McKenzie
815 Connecticut Avenue, N.W.
Washington, D.C.  20006
Attention:  Marc R. Paul, Esq.
Telephone:  +1-202-452-7034
Facsimile:   +1-202-452-7074  (b)if to the Participating Noteholders, tothe address and attention of such parties set
forth on Annex A hereto,  with a copy (which shall not constitute
notice) to:  Cahill Gordon
& Reindel LLP
80 Pine Street 
New York, New York 10005
Attention:  Roger Meltzer, Esq.
Telephone: +1-212-701-3000
Facsimile:  +1-212-269-5420  Any party hereto may give any notice or other communication hereunder
using any other means (including personal delivery, messenger service,
facsimile or ordinary mail), but no such notice or other communication shall be
deemed to have been duly given unless and until it actually is received by the
party for whom it is intended.  Any
party may change the address to which notices and other communications
hereunder are to be delivered by giving the other parties to this Agreement
notice in the manner herein set forth.  Section 10.3Entire
Agreement.  This Agreement,
including the Annexes and the other attachments hereto referenced herein,
constitutes the entire agreement among the parties hereto and supersedes any
prior understandings, agreements or representations by or among the parties, or
any of them, written or oral, with respect to the subject matter hereof.  Section 10.4No
Third-Party Beneficiaries.  This
Agreement is not intended, and shall not be deemed, to confer any rights or
remedies upon any Person other than the parties  30 
   hereto and their respective successors and
permitted assigns, to create any agreement of employment with any Person or to
otherwise create any third-party beneficiary hereto.  Section 10.5Amendment.  Subject to Section 4.2(b), this Agreement
may not be amended except by an instrument in writing signed by each of UPC
Polska, the UPC Entities and a Majority-in-Interest of the Participating
Noteholders.  Section 10.6Assignment.  Neither this Agreement nor any of the
rights, interests or obligations under this Agreement may be assigned or delegated,
in whole or in part, by operation of law or otherwise by any of the parties
hereto without the prior written consent of the other parties, and any such
assignment without such prior written consent shall be null and void.  Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of, and be enforceable by,
the parties and their respective successors and assigns.  Section 10.7Counterparts.  This Agreement may be executed in two (2) or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when two (2) or more counterparts have been signed
by each of the parties hereto and delivered to the other parties.  Section 10.8Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a Governmental Entity of competent
jurisdiction to be invalid, void, unenforceable or against its regulatory
policy, the remainder of the terms, provisions, covenants and restrictions of
this Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.  Section 10.9Governing
Law.  This Agreement shall be
governed by and construed in accordance with the internal laws of the State of
New York without giving effect to any choice or conflict of law provision or
rule (whether of the State of New York or any other jurisdiction) that would
cause the application of laws of any jurisdiction other than those of the State
of New York; provided that all matters with respect to the Chapter 11
Case shall be governed by the US Bankruptcy Code and the US Bankruptcy Rules.  Section 10.10Submission
to Jurisdiction.  Any suit, action
or proceeding seeking to enforce any provision of, or based on any matter
arising out of or in connection with, this Agreement, the Restructuring or the
transactions contemplated hereby and thereby shall be brought in any federal or
state court located in the County and State of New York and each of the parties
hereto hereby consents to the jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit, action or proceeding
and irrevocably waives, to the fullest extent permitted by law, any objection
that it may now or hereafter have to the laying of the venue of any such suit,
action or proceeding in any such court or that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient
forum.  Process in any such suit, action
or proceeding may be served on any party hereto anywhere in the world, whether
within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of
process on such party as provided in Section 10.2 as to giving notice hereunder
shall be deemed effective service of process on such party.  Notwithstanding the foregoing consent to
jurisdiction, upon the commencement of the Chapter 11 Case each of  31 
   the parties hereto agrees, to the extent
permitted by applicable law, that the US Bankruptcy Court or such other courts
that may have jurisdiction over the Chapter 11 Case shall have exclusive
jurisdiction of all matters arising out of or in connection with this
Agreement, the Restructuring and the transactions contemplated hereby and
thereby.  Section 10.11Remedies.  Except as otherwise provided herein, any and
all remedies herein expressly conferred upon a party shall be deemed cumulative
with and not exclusive of any other remedy conferred hereby, or by law or
equity upon such party.  No failure or
delay on the part of any party hereto in the exercise of any right hereunder
shall impair such right or be construed to be a waiver of, or acquiescence in,
any breach of any representation, warranty or agreement herein, nor shall any
single or partial exercise of any such right preclude other or further exercise
thereof or of any other right.  Each of
the parties hereto agrees that irreparable damage would occur to each other
party hereto in the event that any of the provisions of this Agreement were not
performed by such Person in accordance with their specific terms or were
otherwise breached.  It is accordingly
agreed that each party hereto shall be entitled to an injunction or injunctions
to prevent breaches of this Agreement and to enforce specifically the terms and
provisions hereof in any court as to which the parties have agreed to submit to
jurisdiction pursuant to Section 10.10 of this Agreement, this being in
addition to any other remedy to which they are entitled at law or in equity.  Each party hereto further agrees to waive
any requirement for the securing or posting of any bond in connection with
obtaining any such injunction or other equitable relief.  Section 10.12Waiver
of Jury Trial.  EACH PARTY HERETO
HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE
ACTIONS OF ANY OTHER PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.  Section 10.13Consideration.  It is acknowledged by the parties hereto
that no consideration shall be due or paid to any Participating Noteholder for
its agreement to vote to accept the Plan in accordance with the terms and
conditions of this Agreement, other than UPC Polskas agreement to use its
reasonable best efforts to obtain approval of the Disclosure Statement and
confirmation of the Plan in accordance with the terms and conditions of this
Agreement.  Section 10.14Acknowledgment
of Risks.  Each of the Participating
Noteholders has received and reviewed this Agreement and believes that it has
received adequate information with respect to its decision to vote in favor
of the Plan, as such term is defined in 11 U.S.C.  § 1125(a), subject however to approval by a US Bankruptcy Court
of a disclosure statement under Section 1125 that contains information not
materially different from the information provided to the Participating Noteholders.  This Section 10.14 does not waive whatever
rights a Participating Noteholder may have under Sections 1125-26 of the US
Bankruptcy Code.  32 
   Section 10.15         Disclosure of Individual Holdings.  Except as otherwise required by any
Governmental Entity or applicable law or regulation, UPC Polska shall not
disclose (i) the amount of a Participating Noteholders holdings of UPC Polska
Notes, or (ii) the terms of this Agreement, without the prior written consent
of such Participating Noteholder or the Participating Noteholders, as
applicable; and if such announcement or disclosure is required by any such
Governmental Entity or law or regulation, UPC Polska shall afford the
Participating Noteholder or Noteholders, as applicable, a reasonable
opportunity to review and comment upon any such announcement or disclosure
prior to such announcement or disclosure by UPC Polska.  Without otherwise limiting the generality of
the foregoing, the previous clauses (i) and (ii) shall not prohibit UPC Polska
from (i) disclosing the approximate aggregate holdings of UPC Polska Notes by
the Participating Noteholders or the holders of the UPC Polska Notes as a group
or (ii) disclosing the holdings of the Participating Noteholders to its
Affiliates, counsel, financial advisors, agents or other representatives.  Section 10.16Fees and Expenses. 
Upon the execution of this Agreement by the Participating Noteholders,
UPC Polska shall, notwithstanding any agreement to the contrary, pay in full
the reasonable outstanding fees and costs of Cahill Gordon & Reindel LLP,
counsel to the Participating Noteholders and shall timely pay in the ordinary
course of business any reasonable additional bills submitted to UPC Polska by
such counsel through consummation of the Restructuring, subject to any rules
and restrictions contained in the US Bankruptcy Code, US Bankruptcy Rules and
any applicable local rules of the bankruptcy court.  In addition, five (5) calendar days prior to the filing of the
Petition, UPC Polska shall pay in full any reasonable outstanding bills of
Cahill Gordon & Reindel LLP, counsel to the Participating Noteholders, plus
an estimate of such counsels reasonable unbilled fees and costs up to the filing
of the Petition.  Section 10.17Reservation
of Rights.  This Agreement and the
Restructuring are part of a proposed settlement of a dispute among the parties
hereto.  Except as expressly provided in
this Agreement (including Sections 8.3, 8.5 and 8.7), nothing herein is intended
to, or does, in any manner waive, limit, impair or restrict the ability of any
party hereto (or any Trustee under any of the Indentures) to protect and
preserve its rights, remedies and interests in respect of any other party,
including its claims against UPC Polska. 
Except as otherwise provided herein, nothing herein shall be deemed an
admission of any kind.  Except as
expressly provided in this Agreement (including Sections 8.3, 8.5 and 8.7),
nothing contained herein effects a modification of the UPC Entities, the
Participating Noteholders or the Trustees rights under the Indentures, the
UPC Polska Notes, the Other UPC Polska Notes, Affiliate Indebtedness or any
other documents and agreements unless and until the Restructuring becomes effective.  If the transactions contemplated herein are
not consummated or this Agreement is terminated for any reason, the parties
hereto fully reserve any and all of their rights.  Section 10.18Effectiveness
of this Agreement.  (a)  This Agreement shall become effective as to
the UPC Entities, on the one hand, and the Participating Noteholders, on the
other hand, at such time as this Agreement has been executed and delivered by
each of the UPC Entities and by one or more Participating Noteholders holding
an aggregate amount of UPC Polska Notes representing sixty-six and two-thirds
percent (662/3%) in amount of the claims eligible to be
filed in respect of the UPC Polska Notes by holders of UPC Polska Notes (other
than the UPC Entities).  33 
   (b)           As to UPC Polska, this Agreement
shall become effective at such time as it has become effective for the UPC
Entities and the Participating Noteholders pursuant to clause (a) of this Section
10.18 and this Agreement has been executed and delivered by UPC Polska.  [Remainder
of this page intentionally left blank]  34 
   IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above.   UPC POLSKA, INC.By:
  /s/ Simon BoydName:  Simon
  BoydTitle:  Chief
  Executive OfficerUPC TELECOM B.V.By:
  /s/ Charles BrackenName:  Charles
  BrackenTitle:  CFOBy:
  /s/ J.F. RiordanName:  J.F.
  RiordanTitleBELMARKEN HOLDING B.V.By:
  /s/ Charles BrackenName:  Charles
  BrackenTitle:  CFOBy:
  /s/ J.F. RiordanName:  J.F.
  RiordanTitle  
   PARTICIPATING NOTEHOLDER:Deutsche Bank(Insert Name)By:
  /s/ Jaime
  VieserName:  Jaime
  VieserTitle: Managing Director  
   PARTICIPATING NOTEHOLDER:GOLDENTREE
  ASSET MANAGEMENT(Insert Name)By:
  /s/ Steven
  ShapiroName:  Steven
  ShapiroTitle: Portfolio Manager  
   PARTICIPATING NOTEHOLDER:GOLDMAN, SACHS & CO.(Insert Name)By:
  /s/ Donald
  MullenName:  Donald
  MullenTitle: Partner Managing
  Director  
    PARTICIPATING NOTEHOLDER:GOLDMAN SACHS INTERNATIONAL(Insert Name)By:
  /s/ D. HendersonName:
  D. HendersonTitle:
  Managing Director  
   PARTICIPATING NOTEHOLDER:MACKAY SHIELDS, LLC(Insert Name)By:
  /s/ Don E. Morgan IIIName:
  Don E. Morgan IIITitle:
  Senior Managing Director  
   PARTICIPATING NOTEHOLDER:MORGAN STANLEY INVESTMENT
  MANAGEMENT(Insert Name)By:
  /s/ Gorden W. LooryName:
  Gorden W. LooryTitle:
  Executive Director  
   PARTICIPATING NOTEHOLDER:STRONG CORPORATE BOND FUND
  (2/09 MATURITY)(Insert Name)By:
  /s/ Gilbert L. Southwell, IIIName:
  Gilbert L. Southwell, IIITitle:
  Assistant Secretary  
   PARTICIPATING NOTEHOLDER:STRONG HIGH YIELD CBO II
  BY
  STRONG CAPITAL MANAGEMENT INC.
  AS COLLATERAL MANAGER (7/08 MATURITY)(Insert Name)By:
  /s/ Gilbert L. Southwell, IIIName:
  Gilbert L. Southwell, IIITitle:
  Assistant Secretary  
   PARTICIPATING NOTEHOLDER:STRONG
  HIGH YIELD BOND FUND
  (7/08 MATURITY)(Insert Name)By:
  /s/ Gilbert L. Southwell, IIIName:
  Gilbert L. Southwell, IIITitle:
  Assistant Secretary  
   PARTICIPATING NOTEHOLDER:STRONG ADVISOR STRATEGIC
  INCOME
  FUND (2/09 MATURITY)(Insert Name)By:
  /s/ Gilbert L. Southwell, IIIName:
  Gilbert L. Southwell, IIITitle:
  Assistant Secretary  
   PARTICIPATING NOTEHOLDER:STRONG ADVISOR STRATEGIC
  INCOME FUND (7/08)(Insert Name)By:
  /s/ Gilbert L. Southwell, IIIName:
  Gilbert L. Southwell, IIITitle:
  Assistant Secretary  
   PARTICIPATING NOTEHOLDER:STRONG HIGH YIELD BOND
  FUND (2/09 MATURITY)(Insert Name)By:
  /s/ Gilbert L. Southwell, IIIName:
  Gilbert L. Southwell, IIITitle:
  Assistant Secretary  
   ANNEX
A  UPC Polska Notes held by the Participating Noteholders 
Approximate Amounts as of May 31, 2003  2008
  
  2009
  
  Series C
  
  TOTALGoldenTree Asset Management LLC
  
  61.350
  
  53.618
  
  0.0
  
  114.968MacKay Shields LLC
  
  51.600
  
  0.000
  
  0.0
  
  51.600Strong Capital Management, Inc.
  
  20.050
  
  12.850
  
  0.0
  
  32.900Morgan Stanley Investment Management(1)
  
  0.000
  
  0.000
  
  36.001
  
  36.001Deutsche Bank
  
  8.400
  
  35.093
  
  0.0
  
  43.493Goldman Sachs & Co.
  
  5.000
  
  0.000
  
  0.0
  
  5.000Goldman Sachs International
  
  5.000
  
  0.000
  
  0.0
  
  5.000Total
  
  151.4
  
  101.6
  
  36.0
  
  289.0  
 (1) Purchased entire amount at issue.  
   ANNEX
B  Notes held by UPC Telecom B.V.  Approximate Amounts as of
May 31, 2003  1.UPC Polska Notes- $76.7
million (accreted value) 2.Telecom Pari Passu Notes-
$255.2 (principal plus accrued interest) 3.Telecom Junior Notes- $206.4
million (principal plus accrued interest)  
   ANNEX
C  
 UPC
POLSKA, INC.  AND  UPC
POLSKA FINANCE, INC.  TO  WILMINGTON
TRUST COMPANY  Trustee   
  INDENTURE  Dated
as of [     ], 2003  
  $[            ](1)
aggregate principal amount at maturity  Senior
Notes due [September 30, 2006]  
 (1)           Principal
amount to be determined based on amount of claims and other general unsecured
creditors.  
  
   TABLE
OF CONTENTS  PARTIESRECITALS OF THE ISSUERSARTICLE ONE
  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONSECTION 101.
  DEFINITIONSSECTION
  102.
  OFFICERS
  CERTIFICATES AND OPINIONSSECTION
  103.
  FORM
  OF DOCUMENTS DELIVERED TO TRUSTEESECTION 104.
  ACTS OF HOLDERSSECTION 105.
  NOTICES, ETC., TO TRUSTEE, ISSUERSSECTION
  106.
  NOTICE TO
  HOLDERS; WAIVERSECTION
  107.
  EFFECT
  OF HEADINGS AND TABLE OF CONTENTSSECTION 108.
  SUCCESSORS AND
  ASSIGNSSECTION 109.
  SEPARABILITY CLAUSESECTION 110.
  BENEFITS OF
  INDENTURESECTION 111.
  GOVERNING LAWSECTION 112.
  LEGAL HOLIDAYSARTICLE TWO
  SECURITY FORMSSECTION 201.
  FORMS GENERALLYSECTION 202.
  RESTRICTIVE LEGENDSARTICLE
  THREE
  THE SECURITIESSECTION 301.
  TITLE AND TERMSSECTION 302.
  DENOMINATIONSSECTION 303.
  EXECUTION, AUTHENTICATION, DELIVERY AND
  DATINGSECTION 304.
  TEMPORARY SECURITIESSECTION 305.
  REGISTRATION, REGISTRATION OF TRANSFER AND
  EXCHANGESECTION 306.
  BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITIESSECTION 307.
  SPECIAL TRANSFER PROVISIONSSECTION 308.
  MUTILATED, DESTROYED, LOST AND STOLEN
  SECURITIESSECTION 309.
  PAYMENT OF INTEREST; INTEREST RIGHTS
  PRESERVEDSECTION 310.
  PERSONS DEEMED OWNERS  i 
   SECTION 311.
  CANCELLATIONSECTION 312.
  COMPUTATION OF INTERESTSECTION 313.
  FORM OF REGULATION S CERTIFICATEARTICLE FOUR
  SATISFACTION AND DISCHARGESECTION 401.
  SATISFACTION AND DISCHARGE OF INDENTURESECTION 402.
  APPLICATION OF TRUST MONEYARTICLE FIVE
  REMEDIESSECTION 501.
  EVENTS OF DEFAULTSECTION 502.
  ACCELERATION OF MATURITY; RESCISSION AND
  ANNULMENTSECTION 503.
  COLLECTION OF INDEBTEDNESS AND SUITS FOR
  ENFORCEMENT BY TRUSTEESECTION 504.
  TRUSTEE MAY FILE PROOFS OF CLAIMSECTION 505.
  TRUSTEE MAY ENFORCE CLAIMS WITHOUT
  POSSESSION OF SECURITIESSECTION 506.
  APPLICATION OF MONEY COLLECTEDSECTION 507.
  LIMITATION ON SUITSSECTION 508.
  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
  PRINCIPAL AND INTERESTSECTION 509.
  RESTORATION OF RIGHTS AND REMEDIESSECTION 510.
  RIGHTS AND REMEDIES CUMULATIVESECTION 511.
  DELAY OR OMISSION NOT WAIVERSECTION 512.
  CONTROL BY HOLDERSSECTION 513.
  WAIVER OF PAST DEFAULTSSECTION 514.
  WAIVER OF STAY OR EXTENSION LAWSARTICLE SIX
  THE TRUSTEESECTION 601.
  NOTICE OF DEFAULTSSECTION 602.
  CERTAIN RIGHTS OF TRUSTEESECTION 603.
  TRUSTEE NOT RESPONSIBLE FOR RECITALS OR
  ISSUANCE OF SECURITIESSECTION 604.
  MAY HOLD SECURITIESSECTION 605.
  MONEY HELD IN TRUSTSECTION 606.
  COMPENSATION AND REIMBURSEMENTSECTION 607.
  CORPORATE TRUSTEE REQUIRED; ELIGIBILITYSECTION 608.
  RESIGNATION AND REMOVAL; APPOINTMENT OF
  SUCCESSORSECTION 609.
  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR  ii 
   SECTION 610.
  MERGER, CONVERSION, CONSOLIDATION OR
  SUCCESSION TO BUSINESSARTICLE SEVENARTICLE EIGHT
  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASESECTION 801.
  ISSUERS MAY CONSOLIDATE, ETC., ONLY ON
  CERTAIN TERMSSECTION 802.
  SUCCESSOR SUBSTITUTEDSECTION 803.
  SECURITIES TO BE SECURED IN CERTAIN EVENTSARTICLE NINE
  SUPPLEMENTAL INDENTURESSECTION
  901.
  SUPPLEMENTAL
  INDENTURES WITHOUT CONSENT OF HOLDERSSECTION
  902.
  SUPPLEMENTAL
  INDENTURES WITH CONSENT OF HOLDERSSECTION
  903.
  EXECUTION
  OF SUPPLEMENTAL INDENTURESSECTION
  904.
  EFFECT
  OF SUPPLEMENTAL INDENTURESSECTION
  905.
  [RESERVED]SECTION
  906.
  REFERENCE
  IN SECURITIES TO SUPPLEMENTAL INDENTURESSECTION
  907.
  NOTICE
  OF SUPPLEMENTAL INDENTURESARTICLE TEN
  COVENANTSSECTION
  1001.
  PAYMENT
  OF PRINCIPAL AND INTERESTSECTION
  1002.
  MAINTENANCE
  OF OFFICE OR AGENCYSECTION
  1003.
  MONEY
  FOR SECURITY PAYMENTS TO BE HELD IN TRUSTSECTION 1004.
  CORPORATE EXISTENCESECTION
  1005.
  PAYMENT
  OF TAXES AND OTHER CLAIMSSECTION
  1006.
  MAINTENANCE
  OF PROPERTIESSECTION
  1007.
  INSURANCESECTION
  1008.
  STATEMENT
  BY OFFICERS AS TO DEFAULTSECTION
  1009.
  PROVISION
  OF FINANCIAL STATEMENTS AND REPORTSSECTION
  1010.
  LIMITATION
  ON ADDITIONAL INDEBTEDNESSSECTION
  1011.
  LIMITATION
  ON RESTRICTED PAYMENTSSECTION
  1012.
  LIMITATION
  ON ISSUANCES AND SALES OF CAPITAL STOCK OF RESTRICTED SUBSIDIARIESSECTION
  1013.
  LIMITATION
  ON TRANSACTIONS WITH AFFILIATESSECTION 1014.
  LIMITATION ON LIENSSECTION
  1015.
  LIMITATION
  ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS BY SUBSIDIARIES  iii 
   SECTION
  1016.
  PURCHASE
  OF SECURITIES UPON A CHANGE OF CONTROLSECTION
  1017.
  LIMITATION
  ON SALE OF ASSETSSECTION
  1018.
  LIMITATION
  ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED SUBSIDIARIESSECTION
  1019.
  LIMITATION
  ON INVESTMENTS IN UNRESTRICTED SUBSIDIARIESSECTION
  1020.
  LIMITATION
  ON LINES OF BUSINESSSECTION
  1021.
  WAIVER OF
  CERTAIN COVENANTSARTICLE ELEVEN
  REDEMPTION OF SECURITIESSECTION 1101.
  RIGHT OF REDEMPTIONSECTION
  1102.
  APPLICABILITY
  OF ARTICLESECTION
  1103.
  ELECTION
  TO REDEEM; NOTICE TO TRUSTEESECTION
  1104.
  SELECTION
  BY TRUSTEE OF SECURITIES TO BE REDEEMEDSECTION 1105.
  NOTICE OF
  REDEMPTIONSECTION
  1106.
  DEPOSIT OF
  REDEMPTION PRICESECTION
  1107.
  SECURITIES
  PAYABLE ON REDEMPTION DATESECTION
  1108.
  SECURITIES
  REDEEMED IN PARTARTICLE TWELVE
  [RESERVED]ARTICLE
  THIRTEEN
  DEFEASANCE AND COVENANT DEFEASANCESECTION
  1301.
  ISSUERS
  OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCESECTION
  1302.
  DEFEASANCE AND
  DISCHARGESECTION 1303.
  COVENANT DEFEASANCESECTION
  1304.
  CONDITIONS
  TO DEFEASANCE OR COVENANT DEFEASANCESECTION
  1305.
  DEPOSITED
  MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS
  PROVISIONSSECTION 1306.
  REINSTATEMENTSCHEDULE A  Existing Management Contracts, Overhead Agreements, Service
  Agreements and Organizational ContractsSCHEDULE B- Indebtedness Outstanding on the
  Issue DateSCHEDULE C  Liens Existing on the Issue
  Date  iv 
   SCHEDULE D- Agreements Not Restricted Under
  Section 1018EXHIBIT A  Form of SecurityEXHIBIT B  Form of Rule 144A CertificateEXHIBIT C  Form of Certificate to be
  Delivered in Connection with Transfers Pursuant to Regulation S  v 
   INDENTURE dated as of
[     ], 2003 (this Indenture), between (i) UPC
POLSKA, INC., a corporation duly organized and existing under the laws of the
State of Delaware (the Company), having its principal office at 4643 Ulster
Street, Suite 1300, Denver, Colorado 80237, (ii) UPC POLSKA FINANCE, INC., a
corporation duly organized and existing under the laws of the State of Delaware
and a wholly owned subsidiary of UPC Telecom B.V. (UPC Polska Finance, and
together with the Company, the Issuers and each individually, an Issuer),
having its principal office at [   ], and (iii) Wilmington Trust
Company, a Delaware banking corporation, Trustee (herein called the Trustee).  W
I T N E S S E T H:  WHEREAS, the Issuers have
duly authorized the creation of an issue of Senior Notes due 2006 (herein called
the Securities), of substantially the tenor and amount hereinafter set forth,
and, to provide therefor, the Issuers have duly authorized the execution and
delivery of this Indenture; and  WHEREAS, all things
necessary have been done to make the Securities, when executed by the Issuers
and authenticated and delivered hereunder and duly issued by the Issuers, the
valid obligations of the Issuers and to make this Indenture a valid agreement
of the Issuers, in accordance with their and its terms.  NOW, THEREFORE, THIS
INDENTURE WITNESSETH:  For and in consideration of
the premises and the purchase of the Securities by the Holders (as such term is
defined in Section 101) thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities, as follows:  ARTICLE ONE  DEFINITIONS
AND OTHER PROVISIONS
OF GENERAL APPLICATION  SECTION 101.  DEFINITIONS.  For all purposes of this
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:  (a)           the terms defined in this Article
have the meanings assigned to them in this Article, and include the plural as
well as the singular;  (b)           all other terms used but not defined
herein which are defined in the Trust Indenture Act, either directly or by
reference therein, have the meanings assigned to them therein, and the terms
cash transaction and self-liquidating paper, as used in Trust Indenture Act
Section 311, shall have the meanings assigned to them in the rules of the
Commission adopted under the Trust Indenture Act;  
   (c)           all accounting terms not otherwise
defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles, and, except as otherwise herein expressly
provided, the term generally accepted accounting principles with respect to
any computation required or permitted hereunder shall mean such accounting
principles as are generally accepted on the Issue Date; and  (d)           the words herein, hereof and
hereunder and other words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other subdivision.  Acquired Indebtedness means Indebtedness of
a Person (a) existing at the time such Person becomes a Restricted Subsidiary
or (b) assumed in connection with the acquisition of assets from such Person,
in each case, other than Indebtedness incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary or such
acquisition; provided, that, for
purposes of Section 1010, such Indebtedness shall be deemed to be incurred on
the date of the related acquisition of assets from any Person or the date the
acquired Person becomes a Restricted Subsidiary.  Act, when used with respect to any Holder,
has the meaning specified in Section 104.  Additional Amounts has the
meaning set forth in Section 804(b).  Affiliate means, with
respect to any specified Person, (a) any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person or (b) any other Person that owns, directly or
indirectly, 10% or more of such specified Persons Voting Stock or any
executive officer or director of any such specified Person or other Person or,
with respect to any natural Person, any Person having a relationship with such
Person by blood, marriage or adoption not more remote than first cousin.  For the purposes of this definition,
control, when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms controlling and controlled have meanings correlative to the
foregoing.  Agent Members has the
meaning specified in Section 306.  Asset Acquisition means (a) any capital
contribution (by means of transfers of cash or other property to others or
payments for property or services for the account or use of others, or
otherwise) by an Issuer or any Restricted Subsidiary in any other Person, or
any acquisition or purchase of Capital Stock of any other Person by an Issuer
or any Restricted Subsidiary, in either case pursuant to which such Person
shall become a Restricted Subsidiary or shall be merged with or into an Issuer,
or any Restricted Subsidiary or (b) any acquisition by an Issuer or any
Restricted Subsidiary of the assets of any Person which constitute
substantially all of an operating unit or line of business of such person or
which is otherwise outside of the ordinary course of business.  Asset Sale means any direct or indirect
sale, conveyance, transfer or lease (that has the effect of a disposition and
is not for security purposes) or other disposition (that is not for  2 
   security purposes) to any Person other than an Issuer or a Restricted
Subsidiary in one transaction or a series of related transactions, of (a) any
Capital Stock of any Restricted Subsidiary, (b) any material governmental
license or other governmental authorization of an Issuer or any Restricted
Subsidiary pertaining to a Cable/Telecommunications Business, a DTH Business or
an Entertainment/Programming Business, (c) any assets of an Issuer or any
Restricted Subsidiary which constitute substantially all of an operating unit
or line of business of such Issuer and its Restricted Subsidiaries or (d) any
other property or asset of an Issuer or any Restricted Subsidiary outside of
the ordinary course of business.  For
the purposes of this definition, the term Asset Sale shall not include (a)
any disposition of properties and assets of an Issuer that is governed under
Article VIII, (b) sales of property or equipment that have become worn out,
obsolete or damaged or otherwise unsuitable for use in connection with the
business of such Issuer or its Restricted Subsidiary, as the case may be, (c)
for purposes of Section 1017, any sale, conveyance, transfer, lease or other
disposition of any property or asset, whether in one transaction or a series of
related transactions, either (i) involving assets with a Fair Market Value not
in excess of $500,000 (or, if non-U.S. Dollar denominated, the U.S. Dollar
Equivalent thereof) or (ii) as part of a Capitalized Lease Obligation, and (d)
any transfer by an Issuer or a Restricted Subsidiary of property or equipment
to a Person who is not an Affiliate of such Issuer in exchange for property or
equipment that has a fair market value at least equal to the fair market value
of the property or equipment so transferred; provided,
that in the event of a transfer described in this clause (d), such Issuer shall
deliver to the Trustee an Officers Certificate certifying that such exchange
complies with this clause (d).  Average Life means, as of the date of determination
with respect to any Indebtedness, the quotient obtained by dividing (a) the sum
of the products of (i) the number of years from the date of determination to
the date or dates of each successive scheduled principal payment (including,
without limitation, any sinking fund requirements) of such Indebtedness
multiplied by (ii) the amount of each such principal payment by (b) the sum of all such
principal payments.  Board of Directors means, with respect to
any Person, either the board of directors of such Person or any duly authorized
committee of that board or any equivalent body of such Person or committee of
such equivalent body.  Board Resolution means, with respect to any
Person,  a copy of a resolution
certified by the Secretary or an Assistant Secretary of such Person to have
been duly adopted by the Board of Directors and to be in full force and effect
on the date of such certification, and delivered to the Trustee.  Business Day means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions
in The City of New York, the city of Wilmington, Delaware, or the city of
Warsaw, Poland, is located are authorized or obligated by law or executive
order to close.  Cable Television Newco
means any Person (i) of whom the Company or a Restricted Subsidiary owns the
greater of 49% of the outstanding Capital Stock or the maximum amount of the
outstanding Capital Stock the Company or such Restricted Subsidiary may own
under applicable law and (ii) that holds Capital Stock in a Management Company.  3 
   Cable/Telecommunications
Acquisition means an Asset Acquisition, including, without limitation, the
portion of the consideration paid for an Asset Acquisition that is allocated to
non-compete arrangements, of properties or assets to be used in a
Cable/Telecommunications Business or of the Capital Stock of any Person that
becomes a Subsidiary; provided, such Persons assets and properties consist
principally of properties or assets that will be used in a
Cable/Telecommunications Business.  Cable/Telecommunications Business means any
business operating a cable, Internet or telephone or telecommunications or
broadcasting system (other than an Entertainment/Programming Business or a DTH
Business), including, without limitation, any business (other than an
Entertainment/Programming Business or a DTH Business) conducted by the Company
or any Restricted Subsidiary on the Issue Date and any programming guide or
telephone directory business.  Capital Stock of any Person means any and
all shares, interests, rights to purchase, warrants, options, participations,
rights in or other equivalents (however designated) of such Persons capital
stock or other equity participations, including partnership interests, whether
general or limited, in such Person, including any Preferred Stock, and any
rights (other than debt securities convertible into capital stock), warrants or
options exchangeable for or convertible into such capital stock, whether now
outstanding or issued after the date of this Indenture.  Capitalized Lease Obligation of any Person
means any obligation of such Person and its subsidiaries on a consolidated
basis under a lease of (or other agreement conveying the right to use) any
property (whether real, personal or mixed) that is required to be classified
and accounted for as a capital lease obligation under GAAP, and, for the
purpose of this Indenture, the amount of such obligation at any date shall be
the capitalized amount thereof at such date, determined in accordance with
GAAP.  Cash Equivalents means (a) any evidence of
Indebtedness with a maturity of 180 days or less issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof); (b) certificates of deposit
or acceptances with a maturity of 180 days or less of any financial institution
that is a member of the Federal Reserve System, in each case having combined
capital and surplus and undivided profits of not less than $500,000,000; (c)
commercial paper with a maturity of 180 days or less issued by a corporation
that is not an Affiliate of the Issuers and is organized under the laws of any
state of the United States or the District of Columbia and rated at least A-1
by S&P or at least P-l by Moodys; and (d) any Capital Stock of any mutual
funds at least 95% of the assets of which are invested in the foregoing.  Change of Control means the occurrence of
any of the following events: (a) any person or group (as such terms are
used in Sections 13(d) and 14(d) of the Exchange Act), other than Permitted
Holders, is or becomes the beneficial owner (as defined in Rules 13d-3 and
l3d-5 under the Exchange Act), directly or indirectly, of more than 50% of the
total outstanding Voting Stock of the Company; (b) the Company consolidates
with, or merges with or into another Person or conveys, transfers, leases or
otherwise disposes of all or substantially all of its assets to any Person, or
any Person consolidates with or merges with or into the  4 
   Company, in any such event pursuant to a transaction in which the
outstanding Voting Stock of the Company is converted into or exchanged for
cash, securities or other property, other than any such transaction where (i)
the outstanding Voting Stock of the Company is not converted or exchanged at
all (except to the extent necessary to reflect a change in the jurisdiction of
incorporation of the Company) or is converted into or exchanged for (A) Voting
Stock (other than Redeemable Capital Stock) of the surviving or transferee
corporation or (B) Voting Stock (other than Redeemable Capital Stock) of the
surviving or transferee corporation and cash, securities and other property
(other than Capital Stock of the Surviving Entity) in an amount that could be
paid by the Company as a Restricted Payment as described under Section 1011 and
(ii) immediately after such transaction, no person or group (as such terms
are used in Sections 13(d) and 14(d) of the Exchange Act), other than Permitted
Holders, is the beneficial owner (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act,) directly or indirectly, of more than 50% of the total
outstanding Voting Stock of the surviving or transferee corporation; (c) during
any consecutive two year period, individuals who at the beginning of such
period constituted the Board of Directors (together with any new directors
whose election to such Board of Directors, or whose nomination for election by
the stockholders of the Company, was approved by either (x) a majority vote of
the directors then still in office who were either directors at the beginning
of such period or whose election or nomination for election was previously
approved in accordance with this clause (x) or the following clause (y) or (y)
a majority vote of the stockholders of the Company) cease for any reason to
constitute a majority of the Board of Directors of the Company then in office;
or (d) the Company is liquidated or dissolved or a special resolution is passed
by the shareholders of the Company approving the plan of liquidation or
dissolution other than in a transaction which complies with Article VIII; provided that no Change of Control shall
be deemed to occur at any time that UPC beneficially owns, directly or
indirectly, a majority of the Voting Stock of the Company.  Change of Control Offer
has the meaning specified in Section 1016.  Change of Control Purchase
Date has the meaning specified in Section 1016.  Change of Control Purchase
Price has the meaning specified in Section 1016.  Code shall have the meaning specified in
Section 804(b)(1)(C).  Commission means the Securities and
Exchange Commission, as from time to time constituted, created under the
Securities Exchange Act of 1934, or, if at any time after the execution of this
Indenture such Commission is not existing and performing the duties now assigned
to it under the Trust Indenture Act, then the body performing such duties at
such time.  Common Stock means, with respect to any
Person, any and all shares, interests or other participations in, and other
equivalents (however designated and whether voting or nonvoting) of such
Persons common stock or ordinary shares, whether or not outstanding at the
Issue Date, and includes, without limitation, all series and classes of such
common stock or ordinary shares.  5 
   Company means the Person
named as the Company in the first paragraph of this Indenture, until a
successor Person shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter Company shall mean such successor Person.  Consolidated Income Tax Expense means, with
respect to any period, the provision for United States corporation, local,
foreign and other income taxes of the Company and the Restricted Subsidiaries
for such period as determined on a consolidated basis in accordance with GAAP.  Consolidated Interest Expense means, for
any period, without duplication, the sum of (a) the interest expense of the
Company and its Restricted Subsidiaries for such period, including, without
limitation, (i) amortization of original issue discount, (ii) the net cost of
Interest Rate Agreements (including amortization of discounts), (iii) the
interest portion of any deferred payment obligation, (iv) accrued interest, (v)
the consolidated amount of any interest capitalized by the Company and the
Restricted Subsidiaries and (vi) all commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers acceptance
financing, PLUS (b) the interest component of Capitalized Lease Obligations of the
Company and its Restricted Subsidiaries paid, accrued or scheduled to be paid
or accrued during such period, in each case as determined on a consolidated
basis in accordance with GAAP.  Consolidated Net Income means, for any
period, the consolidated net income (or loss) of the Company and all Restricted
Subsidiaries for such period as determined in accordance with GAAP, adjusted by
excluding, without duplication, (a) any net after-tax extraordinary gains or
losses (in each case less all fees and expenses relating thereto), (b) any net
after-tax gains or losses (in each case less all fees and expenses relating
thereto) attributable to asset dispositions other than in the ordinary course
of business, (c) the portion of net income (or loss) of any Person (other than
the Company or a Restricted Subsidiary), including Unrestricted Subsidiaries,
in which the Company or any Restricted Subsidiary has an ownership interest,
except to the extent of the amount of dividends or other distributions actually
paid to the Company or any Restricted Subsidiary in cash dividends or
distributions during such period, (d) net income (or loss) of any Person
combined with the Company or any Restricted Subsidiary on a pooling of
interests basis attributable to any period prior to the date of combination
and any non-cash items of the Company and any Restricted Subsidiary (including
monetary corrections) increasing or decreasing Consolidated Net Income for such
period (other than items that will result in the receipt or payment of cash),
and (e) except with respect to any encumbrance or restriction described in
clause (ii) of Section 1018, the net income of any Restricted Subsidiary to the
extent that the declaration or payment of dividends or similar distributions by
such Restricted Subsidiary is not at the date of determination permitted,
directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation (other than any decree, order, statute, rule or governmental
regulation of Poland and any political subdivision thereof) applicable to such
Restricted Subsidiary or its stockholders.  Consolidated Operating Cash Flow means,
with respect to any period, the Consolidated Net Income of the Company and its
Restricted Subsidiaries for such period (x) increased by (in each case to the
extent taken into account in computing Consolidated Net Income) the sum of (a)
the Consolidated Income Tax Expense of the Company and its Restricted  6 
   Subsidiaries accrued according to GAAP for such period (other than
taxes attributable to extraordinary, unusual or non-recurring gains or losses);
(b) Consolidated Interest Expense for such period; (c) depreciation of the
Company and its Restricted Subsidiaries for such period, including any
impairment charges with respect to long lived assets; (d) amortization of the
Company and its Restricted Subsidiaries for such period, including, without
limitation, amortization of capitalized debt issuance costs for such period,
all determined on a consolidated basis in accordance with GAAP and, to the
extent not duplicative, the amount of any write-downs or write-offs of goodwill
in accordance with FAS 142  and (e) any
net increase in accrued and unpaid management fees during such period, and (y)
decreased by (to the extent not taken into account in calculating Consolidated
Net Income) any net decrease in accrued and unpaid management fees during such
period; provided, that if any
Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, Consolidated
Operating Cash Flow shall be reduced (to the extent not otherwise reduced in
accordance with GAAP) by an amount equal to (i) the amount of Consolidated Net
Income attributable to such Restricted Subsidiary multiplied by (ii) the
quotient of (1) the number of shares of outstanding Common Stock of such
Restricted Subsidiary not owned on the last day of such period by the Company,
or any of its Restricted Subsidiaries divided by (2) the total number of shares
of outstanding Common Stock of such Restricted Subsidiary on the last day of
such period.  Corporate Trust Office means the principal
corporate trust office of the Trustee, at which at any particular time its
corporate trust business shall be administered, which office at the date of
execution of this Indenture is located at 1100 North Market Street, Wilmington,
Delaware 19890, except that with respect to presentation of Securities for
payment or for registration of transfer or exchange, such term shall mean the
office or agency of the Trustee at which, at any particular time, its corporate
agency business shall be conducted.  Cumulative Available Cash Flow means, as at
any date of determination, the positive cumulative Consolidated Operating Cash
Flow realized during the period commencing on the Issue Date and ending on the
last day of the most recent fiscal quarter immediately preceding the date of
determination for which consolidated financial information of the Company is
available or, if such cumulative Consolidated Operating Cash Flow for such
period is negative, the negative amount by which cumulative Consolidated
Operating Cash Flow is less than zero.  Currency Agreement means any foreign
exchange contract, currency swap agreement or other similar agreement or
arrangement entered into by a Person that is designed to protect such Person
against fluctuations in currency values.  Default means any event that after notice
or passage of time or both would be an Event of Default.  Defaulted Interest has the meaning
specified in Section 309.  Depositary means Euroclear
System, its nominees and their respective successors.  7 
   Disinterested Director means, with respect
to any Person, any transaction or series of transactions in respect of which
the Board of Directors of such Person is required to deliver a resolution of
the Board of Directors of such Person under this Indenture, a member of the
Board of Directors of such Person who does not have any material direct or
indirect ownership interest in the Company or the counterparty to such
transaction or series of transactions.  DTH Business means the business of (i)
developing, managing, operating or providing services relating to direct to
home satellite systems for the distribution of subscription programming
services directly to homes and cable systems in areas covered by the
footprint of the satellites utilized by the Company and the Restricted
Subsidiaries, and activities to accomplish the foregoing (other than the
Cable/Telecommunications Business or the Entertainment/Programming Business) or
(ii) evaluating, participating or pursuing any other activity or opportunity
that is primarily related to those identified above.  Entertainment/Programming Business means a
business engaged primarily in the management, ownership, operation,
acquisition, development, production, distribution or syndication of general
entertainment, sports, movies, advertising, childrens or other programming or
publishing.  Event of Default has the meaning specified
in Section 501.  Excess Proceeds has the
meaning specified in Section 1017(b).  Excess Proceeds Offer has
the meaning specified in Section 1017(c).  Exchange Act means the Securities
Exchange Act of 1934, as amended.  Fair Market Value means, with respect to
any asset or property, the sale value that would be obtained in an arms length
transaction between an informed and willing seller under no compulsion to sell
and an informed and willing buyer, as determined by the Board of Directors of
the Company and evidenced by a resolution thereof.  Federal Bankruptcy Code means the
Bankruptcy Act of Title 11 of the United States Code, as amended from time to
time.  Regulation S Certificate shall have the
meaning specified in Section 307(b).  Generally Accepted
Accounting Principles or GAAP means generally accepted accounting principles
in effect in the United States on the Issue Date.  Global Security has the
meaning provided in Section 201.  guarantee means, as applied to any
obligation, (a) a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner, of any part or all of such obligation and (b) an
agreement, direct or indirect, contingent or otherwise, the practical effect of
which is to assure in any way the payment or performance (or payment of damages
in the event of non-performance) of all or any  8 
   part of such obligation, including, without limiting the foregoing, the
payment of amounts drawn down by letters of credit.  Holder means a Person in
whose name a Security is registered in the Security Register.  Incur or incur means,
with respect to any Indebtedness, to create, issue, assume, guarantee or in any
manner become directly or indirectly liable for the payment of, or otherwise
incur such Indebtedness; provided,
that neither the accrual of interest nor the accretion of original issue
discount shall be considered an incurrence of Indebtedness and provided further that the incurrence of
any particular Indebtedness by the Company or any Restricted Subsidiary shall
occur only once and any obligation of the Company or any Restricted Subsidiary
arising under any guarantee supporting such Indebtedness shall be disregarded.  Indebtedness means, with
respect to any Person, without duplication, (a) all liabilities of such Person
for borrowed money (including overdrafts) or for the deferred purchase price of
property or services, excluding any trade payables and other accrued current
liabilities (including outstanding disbursements) incurred in the ordinary
course of business (whether or not evidenced by a note), but including, without
limitation, all obligations, contingent or otherwise, of such Person in
connection with any letters of credit and acceptances issued under letter of
credit facilities, acceptance facilities or other similar facilities, (b) all
obligations of such Person evidenced by bonds, notes, debentures or other
similar instruments, (c) all indebtedness of such Person created or arising
under any conditional sale or other title retention agreement with respect to
property acquired by such Person (even if the rights and remedies of the seller
or lender under such agreement in the event of default are limited to
repossession or sale of such property), but excluding trade accounts payable
arising in the ordinary course of business, (d) all Capitalized Lease Obligations
of such Person, (e) all Indebtedness referred to in (but not excluded from) the
preceding clauses of other Persons and all dividends of other Persons, the
payment of which is secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien upon
or with respect to property (including, without limitation, accounts and
contract rights) owned by such Person, even though such Person has not assumed
or become liable for the payment of such Indebtedness (the amount of such
obligation being deemed to be the lesser of the value of such property or asset
or the amount of the obligation so secured), (f) all guarantees by such Person
of Indebtedness referred to in this definition of any other Person, (g) all
Redeemable Capital Stock of such Person valued at the greater of its voluntary
or involuntary maximum fixed repurchase price plus accrued and unpaid dividends
and (h) any liability of such Person under or in respect of Interest Rate
Agreements or Currency Agreements.  For
purposes hereof, the maximum fixed repurchase price of any Redeemable Capital
Stock which does not have a fixed repurchase price shall be calculated in
accordance with the terms of such Redeemable Capital Stock as if such Redeemable
Capital Stock were purchased on any date on which Indebtedness shall be
required to be determined pursuant to this Indenture, and if such price is
based upon, or measured by, the fair market value of such Redeemable Capital
Stock, such fair market value shall be determined in good faith by the board of
directors of the issuer of such Redeemable Capital Stock.  For purposes of Sections 1010 and 1011 and
the definition of Events of Default, in determining the principal amount of
any Indebtedness to be incurred by the Company or a Restricted Subsidiary or
which is outstanding at any date, (x) the principal amount of any Indebtedness
which provides  9 
   that an amount less than the principal amount
at maturity thereof shall be due upon any declaration of acceleration thereof
shall be the accreted value thereof at the date of determination and (y) effect
shall be given to the impact of any Currency Agreement with respect to such
Indebtedness.  Indebtedness Instrument
has the meaning specified in Section 1018.  Indenture means this
instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof.  Interest Payment Date
means the Stated Maturity of an installment of cash interest on the Securities.  Interest Rate Agreements
means any interest rate protection agreements and other types of interest rate
hedging agreements or arrangements (including, without limitation, interest
rate swaps, caps, floors, collars and similar agreements) designed to protect
against or manage exposure to fluctuations in interest rates in respect of
Indebtedness.  Investment means, with
respect to any Person, any direct or indirect advance, loan or other extension
of credit or capital contribution to such Person (by means of any transfer of
cash or other property to others or any payment for property or services for
the account or use of others), or any purchase, acquisition or ownership by
such Person of any Capital Stock (including ownership of Capital Stock through
share leasing arrangements), bonds, notes, debentures or other securities or
evidences of Indebtedness issued or owned by any other Person and all other
items that would be classified as investments on a balance sheet prepared in
accordance with GAAP.  In addition, the
Fair Market Value of the net assets of any Restricted Subsidiary at the time
that such Restricted Subsidiary is designated an Unrestricted Subsidiary shall
be deemed to be an Investment made by an Issuer in such Unrestricted
Subsidiary at such time.  Investments
shall exclude extensions of trade credit on commercially reasonable terms in
accordance with normal trade practices.  Issue Date means
[     ], 2003.  Issuer Request or Issuer Order means a
written request or order signed in the name of an Issuer by its Chairman, its
president, any managing director, any Vice President, its treasurer or any assistant treasurer,
and delivered to the Trustee.  Issuers means each of the
Persons named as the Issuers in the first paragraph of this Indenture, until
a successor Person becomes an Issuer pursuant to the applicable provisions of
this Indenture and, thereafter, Issuers shall include such successor Person.  Liberty Media Corporation
means Liberty Media Corporation, a Delaware corporation, and any successor (by
merger, consolidation, transfer or otherwise, and in one or a series of
transactions) to all or substantially all of its assets.  Lien means any mortgage,
charge, pledge, lien (statutory or otherwise), privilege, security interest,
hypothecation, assignment for security, claim, or preference or  10 
   priority or other encumbrance upon or with
respect to any property of any kind, real or personal, movable or immovable,
now owned or hereafter acquired.  A
Person shall be deemed to own subject to a Lien any property which such Person
has acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title retention agreement.  Management Agreement means
(a) any agreement between the Company or a Restricted Subsidiary and a
Management Company pursuant to which the Management Company shall lease or
otherwise employ assets of the Company or a Restricted Subsidiary to operate a
Cable/Telecommunications Business, a DTH Business or an
Entertainment/Programming Business, (b) any agreement or instrument (i) governing
Indebtedness of a Management Company to the Company or a Restricted Subsidiary
or (ii) governing corporate procedures or control of a Management Company and
(c) any agreement listed on Schedule A to this Indenture under the subheading
Management Agreements.  Management Company means
any Person, a portion of whose Capital Stock is held by the Company or a
Restricted Subsidiary, that (i) holds or has applied for a license or permit to
operate a Cable/Telecommunications Business, a DTH Business or an
Entertainment/Programming Business in the Republic of Poland or elsewhere in
continental Europe and (ii) manages the operations of a Restricted Subsidiary
pursuant to a Management Agreement.  Maturity means, with
respect to any Security, the date on which any principal of such Security
becomes due and payable as therein or herein provided,
whether at the Stated Maturity with respect to such principal or by declaration
of acceleration, call for redemption or purchase or otherwise.  Moodys means Moodys
Investors Service, Inc. and its successors.  Net Cash Proceeds means,
(a) with respect to any Asset Sale, the proceeds thereof in the form of cash or
Cash Equivalents including payments in respect of deferred payment obligations
or escrowed funds, but only when received in the form of, or stock or other
assets when disposed for, cash or Cash Equivalents (except to the extent that
such obligations are financed or sold with recourse to the Company or any
Restricted Subsidiary), net of (i) brokerage commissions and other fees and
expenses (including fees and expenses of legal counsel, accountants,
consultants and investment banks) related to such Asset Sale, (ii) provisions
for all taxes payable as a result of such Asset Sale, (iii) payments made to
retire Indebtedness where payment of such Indebtedness is secured by the assets
or properties the subject of such Asset Sale, (iv) amounts required to be paid
to any Person (other than the Company or any Restricted Subsidiary) owning a
beneficial interest in the assets subject to the Asset Sale and (v) appropriate
amounts to be provided by the Company or any Restricted Subsidiary, as the case
may be, as a reserve required in accordance with GAAP against any liabilities
associated with such Asset Sale and retained by the Company or any Restricted
Subsidiary, as the case may be, after such Asset Sale, including, without
limitation, pension and other post-employment benefit liabilities, liabilities
related to environmental matters and liabilities under any indemnification
obligations associated with such Asset Sale, all as reflected in an Officers
Certificate delivered to the Trustee and (b) with respect to any capital
contribution or issuance or sale of Capital Stock as  11 
   referred to under Section 1011 and the
definition of Permitted Indebtedness, the proceeds of such capital
contribution, issuance or sale in the form of cash or Cash Equivalents,
including payments in respect of deferred payment obligations when received in
the form of, or stock or other assets when disposed for, cash or Cash
Equivalents (except to the extent that such obligations are financed or sold
with recourse to the Company or any Restricted Subsidiary), net of attorneys
fees, accountants fees and brokerage, consultation, underwriting and other
fees and expenses actually incurred in connection with such capital
contribution, issuance or sale and net of taxes paid or payable as a result
thereof.  Non-Registration Opinion
and Supporting Evidence shall have the meaning specified in Section 307(b).  Non-U.S. Person means a
person who is not a U.S. Person (as defined in Regulation S).  Offer Date has the meaning
specified in Section 1017.  Offered Price has the
meaning specified in Section 1017.  Officers Certificate
means a certificate signed by the chairman of the Board of Directors, the
president, any managing director, any Vice President, the treasurer, any
assistant treasurer, the secretary or any assistant secretary of an Issuer, and
delivered to the Trustee.  Opinion of Counsel means a
written opinion of counsel, who may be counsel for an Issuer, including an
employee of such Issuer, and who shall be acceptable to the Trustee.  Organizational Contract
means any agreement to which an Issuer or any Restricted Subsidiary is a party
pursuant to which, among other things, fees are paid to such Issuer or a
Restricted Subsidiary in exchange for organizational, consulting or similar
services, including, without limitation, the agreements listed on Schedule A to
this Indenture under the subheading Organizational Contracts.  Outstanding, when used
with respect to Securities, means, as of the date of determination, all
Securities theretofore authenticated and delivered under this Indenture,
except:  (i)            Securities theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation;  (ii)           Securities, or portions thereof, for whose payment or
redemption money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Issuers) in trust or set aside
and segregated in trust by the Issuers (if an Issuer shall act as its own
Paying Agent) for the Holders of such Securities; provided, that if such Securities are to be redeemed, notice
of such redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made;  (iii)          Securities, except to the extent provided in Sections 1302
and 1303, with respect to which the Issuers have effected defeasance and/or
covenant defeasance as provided in Article Thirteen; and  12 
   (iv)          Securities which have been paid pursuant to Section 306 or
in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser in
whose hands the Securities are valid obligations of the Issuers;  provided,
however, that in determining whether the Holders of the requisite principal
amount at maturity of Outstanding Securities have given any request, demand,
authorization, direction, consent, notice or waiver hereunder and, for the
purposes of making the calculations required by TIA Section 313, Securities
owned by the Issuers or any other obligor upon the Securities or any Affiliate
of the Issuers or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in making such calculation or in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded.  Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgees right so to act with respect to such Securities and that
the pledgee is not the Issuers or any other obligor upon the Securities or any
Affiliate of the Issuers or such other obligor.  Overhead Agreement means
any agreement to which an Issuer or any Restricted Subsidiary is a party
pursuant to which, among other things, costs are allocated among the parties
thereto, including, without limitation, the agreements listed on Schedule A to
this Indenture under the subheading Overhead Agreements.  Pari Passu Indebtedness
means Indebtedness of the Issuers that is pari
passu in right of payment to the Securities.  Paying Agent means any
Person (including an Issuer acting as Paying Agent) authorized by the Issuers
to pay the principal of or interest on any Securities on behalf of the
Issuers.  The initial paying agent shall
be the Trustee.  Permitted Holders means,
as of any relevant date of determination, (a) UnitedGlobalCom, Inc. (b) UGC
Europe, Inc., (c) United Pan-Europe Communications N.V.; (d) Liberty Media
Corporation, (e) any or all of Gene W. Schneider, G. Schneider Holdings, Co.,
The Gene W. Schneider Family Trust, The MLS Family Partnership LLP, Rochelle
Limited Partnership, Marian H. Rochelle Revocable Trust, Carollo Company,
Albert & Carolyn Company, James R. Carollo Living Trust and John B. Carollo
Living Trust(2) and (f) any of the respective Affiliates of any one or more of
the foregoing.  Permitted Indebtedness
means any of the following:  (a)           Indebtedness under the Securities (or any guarantee
thereof) and this Indenture;  
 (2) 
Subject to confirmation  13 
   (b)           Indebtedness of the Issuers or any Restricted Subsidiary
outstanding on the Issue Date and listed on Schedule B to this Indenture;  (c)           [Reserved];  (d)           (i) Indebtedness of any Restricted Subsidiary owed to and
held by the Company or a Restricted Subsidiary and (ii) Indebtedness of the
Company owed to and held by any Restricted Subsidiary that is Subordinated
Indebtedness; provided, that an
incurrence of Indebtedness shall be deemed to have occurred upon (x) any sale
or other disposition (excluding assignments as security to financial
institutions) of any Indebtedness of the Company or Restricted Subsidiary
referred to in this clause (d) to a Person (other than the Company or a
Restricted Subsidiary) or (y) any sale or other disposition of Capital Stock of
a Restricted Subsidiary which holds Indebtedness of the Company or another
Restricted Subsidiary such that such Restricted Subsidiary, in any such case,
ceases to be a Restricted Subsidiary;  (e)           Obligations under any Interest Rate Agreement of the
Company or any Restricted Subsidiary to the extent relating to (i) Indebtedness
of the Company or such Restricted Subsidiary, as the case may be (which
Indebtedness (x) bears interest at fluctuating interest rates and (y) is
otherwise permitted to be incurred under Section 1010), or (ii) Indebtedness
for which a lender has provided a commitment in an amount reasonably
anticipated to be incurred by the Company or a Restricted Subsidiary in the following
12 months after such Interest Rate Agreement has been entered into, but only to
the extent that the notional principal amount of such Interest Rate Agreement
does not exceed the principal amount of the Indebtedness (or Indebtedness
subject to commitments) to which such Interest Rate Agreement relates;  (f)            Indebtedness of the Company or any Restricted Subsidiary
under Currency Agreements to the extent relating to (i) Indebtedness of the
Company or a Restricted Subsidiary (which Indebtedness is otherwise permitted
to be incurred under Section 1010) or (ii) obligations to purchase assets,
properties or services incurred in the ordinary course of business of the
Company or any Restricted Subsidiary; provided,that such Currency Agreements do not increase the Indebtedness or
other obligations of the Company and its Restricted Subsidiaries outstanding
other than as a result of fluctuations in foreign currency exchange rates or by
reason of fees, indemnities and compensation payable thereunder;  (g)           Indebtedness of the Company or any Restricted Subsidiary
in respect of performance bonds of the Company or any Restricted Subsidiary or
surety bonds provided by the Company or any Restricted Subsidiary incurred in
the ordinary course of business in connection with the construction or
operation of a Cable/Telecommunications Business, a DTH Business or an
Entertainment/Programming Business;  (h)           Indebtedness of the Company or any Restricted Subsidiary
to the extent it represents a replacement, renewal, refinancing or extension of
outstanding Indebtedness of the Company or of any Restricted Subsidiary
incurred or outstanding pursuant to clause (b) of this definition or the
proviso of Section 1010; provided,that
(i) Indebtedness of the Company may not be replaced, renewed, refinanced or
extended to such extent under this clause (i) with Indebtedness of any
Restricted Subsidiary and (ii) any such replacement, renewal, refinancing or
extension (x) shall not result in a lower Average Life of such Indebtedness as
compared with the  14 
   Indebtedness being replaced, renewed,
refinanced or extended, (y) shall not exceed the sum of the principal amount
(or, if such Indebtedness provides for a lesser amount to be due and payable
upon a declaration of acceleration thereof, an amount no greater than such
lesser amount) of the Indebtedness being replaced, renewed, refinanced or
extended plus the amount of accrued interest thereon and the amount of any
reasonably determined prepayment premium necessary to accomplish such
replacement, renewal, refinancing or extension and such reasonable fees and
expenses incurred in connection therewith, and (z) in the case of any
replacement, renewal, refinancing or extension by the Company of Pari Passu
Indebtedness or Subordinated Indebtedness, such new Indebtedness is made pari passu with or subordinate to the
Securities, at least to the same extent as the Indebtedness being replaced,
renewed, refinanced or extended;  (i)            [Reserved];  (j)            Subordinated Indebtedness of an Issuer not to exceed $50
million (or, if non-U.S. Dollar denominated, the U.S. Dollar Equivalent
thereof) at any one time outstanding; provided, that not more than $40
million of such Subordinated Indebtedness may require interest to be paid in
cash prior to the date which is ninety (90) days after the Stated Maturity of
the Securities; and  (k)           in addition to the items referred to in clauses (a)
through (j) above, Indebtedness of an Issuer having an aggregate principal
amount not to exceed $10 million (or, if non-U.S. Dollar denominated, the U.S.
Dollar Equivalent thereof) at any time outstanding.  Permitted Investments
means (a) Cash Equivalents; (b) Investments in prepaid expenses, negotiable
instruments held for collection and lease, utility and workers compensation,
performance and other similar deposits; (c) loans and advances to directors or
employees made in the ordinary course of business; (d) Interest Rate Agreements
and Currency Agreements; (e) bonds, notes, debentures or other securities
received as a result of Asset Sales permitted under Section 1017, provided, that the Company or the
Restricted Subsidiaries, as the case may be, have received at least 75% of the
aggregate consideration therefrom in cash or Cash Equivalents; (f) Investments
made in the ordinary course of business as partial payment for constructing a
network relating principally to a Cable/Telecommunications Business or for
supplying equipment used or useful in the Cable/Telecommunications Business or
the DTH Business; (g) Investments (other than through share leasing
arrangements) in any Person engaged in any business in which the Company or any
Restricted Subsidiary is engaged on the Issue Date not to exceed $20 million
(or, if non-U.S. Dollar denominated, the U.S. Dollar Equivalent thereof)
outstanding at any time; provided,
that immediately after giving effect to any Investment made under this clause
(g), the Company and its Restricted Subsidiaries shall own at least 25% of the
outstanding Capital Stock of the Person in which the Investment was made; (h)
Investments (other than through share leasing arrangements) in any Person
engaged in any business in which the Company or any Restricted Subsidiary is
engaged on the Issue Date not to exceed $5 million (or, if non-U.S. Dollar
denominated, the U.S. Dollar Equivalent thereof) outstanding at any time; (i)
Investments (other than through share leasing arrangements) in the Capital
Stock of any Person to the extent the consideration therefor paid by the
Company or any Restricted Subsidiary consists of a lease or other right to use
the capacity of a cable television network of the Company or such Restricted
Subsidiary and so long as the capacity leased or used is used by such Person
solely to provide telephony or Internet access services; provided, that the  15 
   Board of Directors shall have determined (as
evidenced by a Board Resolution) that any such capacity is in excess of the
cable television network capacity required to operate the
Cable/Telecommunications Business of the Company or such Restricted Subsidiary
in the area in which such cable television network is located; and (j)
investments by any Restricted Subsidiary in the Company.  Permitted Liens means the
following types of Liens:  (a)           Liens on any property or assets of a Restricted Subsidiary
granted in favor of the Company or any Restricted Subsidiary;  (b)           Liens securing the Securities;  (c)           Liens securing Acquired Indebtedness created prior to (and
not in connection with or in contemplation of) the incurrence of such
Indebtedness by the Company or any Restricted Subsidiary; provided, that such Lien does not extend
to any property or assets of the Company or any Restricted Subsidiary other
than the assets acquired in connection with the incurrence of such Acquired
Indebtedness;  (d)           statutory Liens of landlords and carriers, warehousemen,
mechanics, suppliers, materialmen, repairmen or other like Liens arising in the
ordinary course of business of the Company or any Restricted Subsidiary and
with respect to amounts not yet delinquent or being contested in good faith by
appropriate proceeding;  (e)           Liens for taxes, assessments, government charges or claims
that are being contested in good faith by appropriate proceedings promptly
instituted and diligently conducted;  (f)            easements, rights-of-way, restrictions and other similar
charges or encumbrances not interfering in any material respect with the
business of the Company or any Restricted Subsidiary incurred in the ordinary
course of business;  (g)           Liens arising by reason of any judgment, decree or order
of any court so long as such Lien is adequately bonded and any appropriate
legal proceedings that may have been initiated for the review of such judgment,
decree or order shall not have been finally terminated or the period within
which such proceedings may be initiated shall not have expired;  (h)           Liens incurred or deposits made in the ordinary course of
business in connection with workers compensation, unemployment insurance and
other types of social security;  (i)            any extension, renewal or replacement, in whole or in
part, of any Lien described in the foregoing clauses (a) through (h); provided, that any such extension, renewal
or replacement shall be no more restrictive in any material respect than the
Lien so extended, renewed or replaced and shall not extend to any additional
property or assets;  (j)            any interest or title of a lessor under any Capitalized
Lease Obligation or seller under any Purchase Money Obligation;  16 
   (k)           [Reserved];  (l)            [Reserved];  (m)          Liens in favor of Polish governmental fiscal authorities
created without the knowledge of and without fault on the part of the Company;  (n)           Liens existing on the Issue Date and listed on Schedule C
to this Indenture;  (o)           Liens in favor of the Screen Actors Guild, the Writers
Guild of America, the Directors Guild of America or any other unions, guilds or
collective bargaining units under collective bargaining agreements, which Liens
are incurred in the ordinary course of business solely to secure the payment of
residuals and other collective bargaining obligations required to be paid by
the Company or any of its Restricted Subsidiaries under any such collective
bargaining agreement;  (p)           Liens arising in connection with completion guarantees
entered into in the ordinary course of business and consistent with then
current industry practices, securing obligations (other than Indebtedness for
borrowed money) of the Company or any of its Restricted Subsidiaries not yet
due and payable;  (q)           Liens in favor of suppliers and/or producers of any
programming that are incurred in the ordinary course of business solely to
secure the purchase or license price of such programming and such directly
related rights or the rendering of services necessary for the production of
such programming; provided, however,
that no such Lien shall extend to or cover any property or assets other than
the programming or license and the rights directly related thereto being so
acquired or produced; and provided further,
that any payment obligations secured by such Liens shall by their terms be
payable solely from the revenues that are derived directly from the exhibition,
syndication, exploitation, distribution or disposition of such item of
programming and/or such directly related rights; and  (r)            Liens on assets or Capital Stock of a Special Purpose
Vehicle.  Person means any
individual, corporation, limited liability company, partnership, joint venture,
association, joint-stock company, S.A., Sp. z o.o., trust, unincorporated
organization or government or any agency or political subdivision thereof.  Physical Security has the
meaning specified in Section 201.  Predecessor Security of any
particular Security means every previous Security evidencing all or a portion
of the same debt as that evidenced by such particular Security; and for the
purpose of this definition, any Security authenticated and delivered under
Section 308 in exchange for a mutilated security or in lieu of a lost,
destroyed or stolen Security shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security.  Preferred Stock means,
with respect to any Person, any and all shares, interests, participations or
other equivalents (however designated) of such Persons preferred or preference  17 
   stock whether now outstanding, or issued
after the Issue Date, and including, without limitation, all classes and series
of preferred or preference stock of such Person.  Private Placement Legend
has the meaning specified in Section 202.  Pro Forma Consolidated Operating Cash Flow
means Consolidated Operating Cash Flow for the latest four fiscal quarters (the
Four Quarter Period).  For purposes of
calculating Consolidated Operating Cash Flow for any Four Quarter Period for
purposes of this definition, (a) all Restricted Subsidiaries of the Company on
the date of the transaction giving rise to the need to calculate Pro Forma
Consolidated Operating Cash Flow (the Transaction Date) shall be deemed to
have been Restricted Subsidiaries at all times during such Four Quarter Period
and (b) any Unrestricted Subsidiary on the Transaction Date shall be deemed to
have been an Unrestricted Subsidiary at all times during such Four Quarter
Period.  In addition to and without
limitation of the foregoing, for purposes of this definition, Consolidated
Operating Cash Flow shall be calculated after giving effect on a pro forma basis for the applicable Four
Quarter Period to, without duplication, any Asset Sales or Asset Acquisitions
(including, without limitation, any Asset Acquisition giving rise to the need
to make such calculation as a result of the Company or a Restricted Subsidiary
(including any Person who becomes a Restricted Subsidiary as a result of the
Asset Acquisition) incurring, assuming or otherwise being liable for Acquired
Indebtedness) occurring during the period commencing on the first day of such Four
Quarter Period to and including the Transaction Date, as if such Asset Sale or
Asset Acquisition occurred on the first day of the Four Quarter Period.  Purchase Money Obligation
means Indebtedness of the Company or any Restricted Subsidiary (a) issued to
finance or refinance the purchase or construction of any assets of the Company
or any Restricted Subsidiary or (b) secured by a Lien on any assets of the
Company or any Restricted Subsidiary where the lenders sole recourse is to the
assets so encumbered, in either case to the extent the purchase or construction
prices for such assets are or should be included in addition to property, plan
or equipment in accordance with GAAP.  Qualified Institutional
Buyer or QIB shall have the meaning specified in Rule 144A.  Redeemable Capital Stock
means any class or series of Capital Stock that, either by its terms, by the
terms of any security into which it is convertible or exchangeable or by
contract or otherwise, is, or upon the happening of an event or passage of time
would be, required to be redeemed prior to the final Stated Maturity of the
Securities or is redeemable at the option of the holder thereof at any time
prior to such final Stated Maturity, or is convertible into or exchangeable for
debt securities at any time prior to such final Stated Maturity; provided, however, that Redeemable Capital
Stock shall not include any Common Stock the holder of which has a right to put
to the Company upon certain terminations of employment.  Redemption Date, when used
with respect to any Security to be redeemed, in whole or in part, means the
date fixed for such redemption by or pursuant to this Indenture.  Redemption Price, when
used with respect to any Security to be redeemed, means the price at which it
is to be redeemed pursuant to this Indenture.  18 
   Regular Record Date for
the interest payable on any Interest Payment Date means the
[       or
       ] (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date.  Regulation S means
Regulation S under the Securities Act.  Required Filing Date shall
have the meaning set forth in Section 1009.  Responsible Officer, when
used with respect to the Trustee, means any officer in its corporate trust
department or similar group, and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.  Restricted Payment has the
meaning specified in Section 1011.  Restricted Subsidiary
means a Subsidiary other than an Unrestricted Subsidiary.  Rule 144A means Rule 144A
under the Securities Act.  Rule 144A Certificate
shall mean the Rule 144A Certificate in the form of Exhibit B attached
to this Indenture.  S&P means Standard and
Poors Ratings Group, a division of The McGraw-Hill, Inc. and its successors.  Securities has the meaning
stated in the first recital of this Indenture and more particularly means any
Securities authenticated and delivered under this Indenture.  Securities Act means the
Securities Act of 1933, as amended.  Security Register and
Security Registrar have the respective meanings specified in Section 305.  Senior Bank Indebtedness
means Indebtedness of the Company or any Restricted Subsidiary under one or
more other term loans or revolving credit or similar facilities (which may
include any guarantee, bonding or letter of credit facility) with a bank or
other financial institution which is not subordinated to any other Indebtedness
of the Company or any Restricted Subsidiary.  Service Agreement means
any agreement to which the Company or any Restricted Subsidiary is a party
pursuant to which, among other things, the Company or a Restricted Subsidiary
provides various services, which may include administrative, technical,
managerial, financial, operational and marketing services, to the other party
or parties thereto, including, without limitation, the agreements listed on
Schedule A to this Indenture under the subheading Service Agreements.  Significant Subsidiary
means, with respect to any Person at any particular time, any Subsidiary of
such Person that, together with the subsidiaries of such Subsidiary, (a)  19 
   accounted for more than 10% of the
consolidated revenues of such Person and its Subsidiaries for their most
recently completed fiscal year or (b) is or are the owner(s) of more than 10%
of the consolidated assets of such Person and its Subsidiaries as at the end of
such fiscal year, all as calculated in accordance with GAAP and as shown on the
consolidated financial statements of such Person and its Subsidiaries for such
fiscal year.  Special Purpose Vehicle means
a Person which is, or was, established: (i) with separate legal identity and
limited liability; and (ii) for the sole purpose of a single transaction, or
series of related transactions, and which has no assets and liabilities other
than those directly acquired or incurred in connection with such
transaction(s).  Special Record Date for
the payment of any Defaulted Interest means a date fixed by the Trustee
pursuant to Section 309.  Stated Maturity means,
when used with respect to any Security or any installment of interest thereon,
the date specified in such Security as the fixed date on which the principal of
such Security or such installment of interest is due and payable, and, when
used with respect to any other Indebtedness, means the date specified in the
instrument governing such Indebtedness as the fixed date on which the principal
of such Indebtedness, or any installment of interest thereon, is due and
payable.  Subordinated Indebtedness
means Indebtedness of the Company that is expressly subordinated in right of
payment to the Securities.  Subsidiary means (a) any
Person a majority of the equity ownership or Voting Stock of which is at the
time owned, directly or indirectly, by the Company or by one or more other
Subsidiaries or by the Company and one or more other Subsidiaries and (b) any
Cable Television Newco and any Management Company.  Surviving Entity has the
meaning specified in Section 801.  Taxes has the meaning
specified in Section 804(a).  Taxing Jurisdiction has
the meaning specified in Section 804(a).  Total Consolidated
Indebtedness means, at any date of determination, an amount equal to the
aggregate amount of all Indebtedness of an Issuer and its Restricted
Subsidiaries outstanding as of the date of determination.  Transaction Date has the
meaning specified in the definition of Pro Forma Consolidated Operating Cash
Flow in this Section 101.  Trust Indenture Act or
TIA means the Trust Indenture Act of 1939, as amended.  20 
   Trustee means the Person
named as the Trustee in the first paragraph of this Indenture until a
successor Trustee shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter Trustee shall mean such successor Trustee.  UPC means United
Pan-Europe Communications N.V. and any successor (by merger, consolidation,
transfer or otherwise in one or a series of transactions) to all or
substantially all of its assets.  United States shall have
the meaning specified in Section 804(c).  United States Alien shall
have the meaning specified in Section 804(c).  Unrestricted Subsidiary
means (a) any Subsidiary that at the time of determination shall be an
Unrestricted Subsidiary (as designated by the Board of Directors of the
Company, as provided below) and (b) any subsidiary of an Unrestricted
Subsidiary.  The Board of Directors of
the Company, subject to the foregoing, may designate any newly acquired or
newly formed Subsidiary (other than a Management Company) to be an Unrestricted
Subsidiary so long as (i) neither the Company nor any Restricted Subsidiary is
directly or indirectly liable for any Indebtedness of such Subsidiary, (ii) no
default with respect to any Indebtedness of such Subsidiary would permit (upon
notice, lapse of time or otherwise) any holder of any other Indebtedness of the
Company or any Restricted Subsidiary to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity, (iii) any Investment in such Subsidiary made as result of
designating such Subsidiary an Unrestricted Subsidiary will not violate the
provisions of Section 1019, (iv) neither the Company nor any Restricted
Subsidiary has a contract, agreement, arrangement, understanding or obligation
of any kind, whether written or oral, with such Subsidiary other than those
that might be obtained at the time from persons who are not Affiliates of the
Company and (v) neither the Company nor any Restricted Subsidiary has any obligation
(1) to subscribe for additional shares of Capital Stock or other equity
interest in such Subsidiary or (2) to maintain or preserve such Subsidiarys
financial condition or to cause such Subsidiary to achieve certain levels of
operating results.  Any such designation
by the Board of Directors of the Company shall be evidenced to the Trustee by
filing a board resolution with the Trustee giving effect to such
designation.  The Board of Directors of
the Company may designate any Unrestricted Subsidiary as a Restricted
Subsidiary if immediately after giving effect to such designation, there would
be no Default or Event of Default under this Indenture and the Company could
incur $1.00 of additional Indebtedness (other than Permitted Indebtedness)
pursuant to Section 1010.  U.S. Dollar means United
States currency.  U.S. Dollar Equivalent
means with respect to any monetary amount in a currency other than U.S.
Dollars, at any time for the determination thereof, the amount of U.S. Dollars
obtained by converting such foreign currency involved in such computation into
U.S. Dollars at the spot rate for the purchase of U.S. Dollars with the
applicable foreign currency as quoted by the National Bank of Poland at
approximately noon (New York City time) on the date two Business Days prior to
such determination.  U.S. Government
Obligations has the meaning specified in Section 1304.  21 
   Vice President, when used
with respect to the an Issuer or the Trustee, means any vice president, whether
or not designated by a number or a word or words added before or after the
title vice president.  Voting Stock means, with
respect to any Person, any class or classes of Capital Stock pursuant to which
the holders thereof have the general voting power under ordinary circumstances
to elect at least a majority of the board of directors, managers or trustees of
such Person (irrespective of whether or not, at the time, stock of any other
class or classes shall have, or might have, voting power by reason of the
happening of any contingency).  Wholly Owned means, with
respect to any Restricted Subsidiary, such Restricted Subsidiary if all the
outstanding Capital Stock of such Restricted Subsidiary (other than any
directors qualifying shares) is owned directly or indirectly by the Company
and one or more Wholly Owned Restricted Subsidiaries.  SECTION 102.  OFFICERS CERTIFICATES AND OPINIONS.  Upon any application or
request by the Issuers to the Trustee to take any action under any provision of
this Indenture, the Issuers shall furnish to the Trustee an Officers
Certificate stating that all conditions precedent, if any, provided for in this
Indenture (including any covenant compliance with which constitutes a condition
precedent) relating to the proposed action have been complied with and an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.  Every Officers Certificate
or Opinion of Counsel with respect to compliance with a condition or covenant
provided for in this Indenture (other than pursuant to Section 1008(a)) shall
include:  (1)           a statement that each individual or
firm signing such Officers Certificate or Opinion of Counsel has read such
covenant or condition and the definitions herein relating thereto;  (2)           a brief statement as to the nature
and scope of the examination or investigation upon which the statements or
opinions contained in such Officers Certificate or Opinion of Counsel are
based;  (3)           a statement that, in the opinion of
each such individual, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and  (4)           a statement as to whether, in the
opinion of each such individual, such condition or covenant has been complied
with.  22 
   SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.  In any case where several
matters are required to be certified by, or covered by an opinion of, any
specified Person, it is not necessary that all such matters be certified by, or
covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.  Any certificate or opinion
of an officer of an Issuer may be based, insofar as it relates to legal
matters, upon a certificate or opinion of, or representations by, counsel,
unless such officer knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to the matters
upon which his certificate or opinion is based are erroneous.  Any such certificate or Opinion of Counsel
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of such Issuer
stating that the information with respect to such factual matters is in the
possession of such Issuer, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.  Where any Person is required
to make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.  SECTION 104.  ACTS OF HOLDERS.  (a)           Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Issuers.  Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the Act of the Holders signing such instrument or instruments.  Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and conclusive in favor of the Trustee and the Issuers, if made
in the manner provided in this Section.  (b)           The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof.  Where such execution is by a signer acting
in a capacity other than his individual capacity, such certificate or affidavit
shall also constitute sufficient proof of authority.  The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner that the Trustee deems sufficient.  23 
   (c)           The principal amount at maturity and serial numbers of
Securities held by any Person, and the date of holding the same, shall be
proved by the Security Register.  (d)           If the Issuers shall solicit from the Holders of
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Issuers may, at their option, by or pursuant to a
Board Resolution, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Issuers shall have no obligation to do
so.  Notwithstanding TIA Section 316(c),
such record date shall be the record date specified in or pursuant to such
Board Resolution, which shall be a date not earlier than the date 60 days prior
to the first solicitation of Holders generally in connection therewith and not
later than the date such solicitation is completed.  If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close
of business on such record date shall be deemed to be Holders for the purposes
of determining whether Holders of the requisite proportion of Outstanding
Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Outstanding Securities shall be computed as of such record date; provided, that no such authorization,
agreement or consent by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than eleven months after the record date.  (e)           Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee or
the Issuers in reliance thereon, whether or not notation of such action is made
upon such Security.  SECTION 105.  NOTICES, ETC., TO TRUSTEE, ISSUERS.  Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,  (1)           the Trustee by any Holder or by the
Issuers shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Trustee at its Corporate Trust
Office, Attention: Corporate Trust Trustee Administration, or  (2)           the Issuers by the Trustee or by any
Holder shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
the Issuers addressed to them at the address of their principal offices
specified in the first paragraph of this Indenture, or at any other address
previously furnished in writing to the Trustee by the Issuers.  SECTION 106.  NOTICE TO HOLDERS; WAIVER.  Where this Indenture
provides for notice of any event to Holders by the Issuers or the Trustee, such
notice shall be sufficiently given (unless otherwise herein expressly provided)  24 
   if in writing and mailed, first-class postage
prepaid, to each Holder affected by such event, at his address as it appears in
the Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice.  In any case where notice to Holders is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders.  Any
notice mailed to a Holder in the manner herein prescribed shall be conclusively
deemed to have been received by such Holder, whether or not such Holder
actually receives such notice.  Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall be filed
with the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.  In case by reason of the
suspension of or irregularities in regular mail service or by reason of any
other cause, it shall be impracticable to mail notice of any event to Holders
when such notice is required to be given pursuant to any provision of this Indenture,
then any manner of giving such notice as shall be satisfactory to the Trustee
shall be deemed to be a sufficient giving of such notice for every purpose
hereunder.  SECTION 107.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.  The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.  SECTION 108.  SUCCESSORS AND ASSIGNS.  All covenants and agreements
in this Indenture by the Issuers shall bind their successors and assigns, whether
so expressed or not.  SECTION 109.  SEPARABILITY CLAUSE.  In case any provision in
this Indenture or in the Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.  SECTION 110.  BENEFITS OF INDENTURE.  Nothing in this Indenture or
in the Securities, express or implied, shall give to any Person, other than the
parties hereto, any Paying Agent, any Security Registrar and their successors
hereunder and the Holders any benefit or any legal or equitable right, remedy
or claim under this Indenture.  SECTION 111.  GOVERNING LAW  This Indenture and the
Securities shall be governed by and construed in accordance with the law of the
State of New York.  This Indenture shall
be subject to the provisions of the Trust Indenture Act that are required to be
part of this Indenture and shall, to the extent applicable, be governed by such
provisions, and, if and to the extent that any provision  25 
   of this Indenture limits, qualifies or
conflicts with any other provision included in this Indenture which is required
to be included in this Indenture by any of Sections 310 to 318, inclusive, of
the Trust Indenture Act, such required provision shall control.  SECTION 112.  LEGAL HOLIDAYS  In any case where any
Interest Payment Date, Redemption Date or Stated Maturity or Maturity of any
Security shall not be a Business Day, then (notwithstanding any other provision
of this Indenture or of the Securities) payment of principal or interest need
not be made on such date, but may be made on the next succeeding Business Day
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity or Maturity; provided, that no interest shall accrue
for the period from and after such Interest Payment Date, Redemption Date,
Stated Maturity or Maturity, as the case may be.  ARTICLE TWO  SECURITY
FORMS  SECTION 201.  FORMS GENERALLY.  The definitive Securities
shall be typed, printed, lithographed or engraved or produced by any
combination of these methods or may be produced in any other manner permitted
by the rules of any securities exchange on which the Securities may be listed,
all as determined by the officers executing such Securities, as evidenced by
their execution of such Securities.  The Securities shall be
known as the Senior Notes due 2006. The Securities and the Trustees
certificate of authentication shall be substantially in the form annexed hereto
as Exhibit A.  The Securities may
have such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture and may have such letters,
notations, numbers or other marks of identification and such legends or
endorsements placed thereon as the Issuers may deem appropriate (and as are not
prohibited by the terms of this Indenture) or as may be required or appropriate
to comply with any law or with any rules made pursuant thereto or with any
rules of any securities exchange on which such Securities may be listed, or to
conform to general usage, or as may, consistently herewith, be determined by
the officers executing such Securities, as evidenced by their execution of such
Securities.  Any portion of the text of
any Security may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Security. 
The Issuers shall approve the form of the Securities and any notation,
legend or endorsement on the Securities. 
Each Security shall be dated the date of its authentication.  The terms and provisions
contained in the form of the Securities annexed hereto as Exhibit A
shall constitute, and are hereby expressly made, a part of this Indenture.  Each of the Issuers and the Trustee, by its
execution and delivery of this Indenture, expressly agrees to the terms and
provisions of the Securities applicable to it and to be bound thereby.  26 
   Securities offered and sold
in offshore transactions in reliance on Regulation S shall be issued initially
in the form of a single permanent global Security in registered form,
substantially in the form set forth in Exhibit A (the Global
Security), registered in the name of the nominee of the Depositary, deposited
with the Trustee, as custodian for the Depositary, duly executed by each of the
Issuers and authenticated by the Trustee as hereinafter provided.  The aggregate principal amount at maturity
of the Global Security may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for the Depositary
or its nominee, as hereinafter provided.  Securities issued pursuant
to Section 306 or Section 307 in exchange for interests in the Global Security
shall be in the form of permanent certificated Securities in registered form in
substantially the form set forth in Exhibit A (the Physical
Securities).  SECTION 202.  RESTRICTIVE LEGENDS.  Unless and until a Security
is sold under an effective Registration Statement each Global Security and each
Physical Security shall bear the following legend set forth below (the Private
Placement Legend) on the face thereof until at least the 41st day after the
Closing Date and receipt by the Issuers and the Trustee of a certificate
substantially in the form of Exhibit B hereto.  THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT),
AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE.  BY ITS ACQUISITION
HEREOF, THE HOLDER OF THIS SECURITY (1) REPRESENTS THAT IT IS (A) A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (RULE
144A)) OR (B) IT IS AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN
INSTITUTIONAL ACCREDITED INVESTOR) OR (C) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S
UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN THE TIME PERIOD
REFERRED TO UNDER RULE 144(k) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE
OF TRANSFER OF THIS NOTE, RESELL OR OTHERWISE 
TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF,
(B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED
INVESTOR THAT, PRIOR TO SUCH TRANSFER FURNISHES TO THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS
ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
TRUSTEE), AND IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE ACCRETED VALUE OF
NOTES AT THE TIME OF TRANSFER OF LESS THAN $100,000, AN OPINION OF COUNSEL
ACCEPTABLE TO THE  27 
   ISSUERS THAT SUCH TRANSFER
IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E)
PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.  IN CONNECTION WITH ANY
TRANSFER OF THIS NOTE WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST
CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE
MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE.  IF THE PROPOSED TRANSFEREE IS AN
INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,
FURNISH TO THE TRUSTEE AND THE ISSUERS SUCH CERTIFICATIONS, LEGAL OPINIONS OR
OTHER INFORMATION AS ANY OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM , OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENT OF THE SECURITIES ACT.  AS USED HEREIN, THE TERMS OFFSHORE
TRANSACTION, UNITED STATES AND U.S. PERSON HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT. 
THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.  Each Global Security shall
also bear the following legend on the face thereof:  UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY, A
NEW YORK CORPORATION (DTC), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.  TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO DTC OR NOMINEES OF DTC OR TO A SUCCESSOR OF DTC OR SUCH SUCCESSORS
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 306
AND 307 OF THE INDENTURE.  28 
   ARTICLE THREE  THE
SECURITIES  SECTION 301.  TITLE AND TERMS.  The
aggregate principal amount at maturity of the Securities which may be
authenticated and delivered under this Indenture is limited to
$[                    ],(3)
except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities pursuant to Section
304, 305, 306, 801, 906, 1017 or 1108.  The
Securities shall be known and designated as the Senior Notes due 2006 of the
Issuers.  The Stated Maturity of the
Senior Notes due 2006 shall be [September 30, 2006(4)].  The 
Senior Notes due 2006 will bear cash interest at the rate of 9% per
annum on the principal amount at maturity of
$[                ]
from
[              ],
2003, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, payable on
[                ,
2003) and semi-annually thereafter on [          
and           ] in each year
and at said Stated Maturity, until the principal thereof is paid or duly
provided for.  In the case of a default
in payment of the amount due at Maturity, the amount due on the Securities
shall bear interest at a rate of 11% per annum (to the extent that the payment
of such interest shall be legally enforceable), which shall accrue from the
date of such default to the date the payment of such amount has been made or
duly provided for.  Interest on any
overdue principal amount shall be payable on demand.  The
principal of and interest on the Securities shall be payable at the office or
agency of the Issuers maintained for such purpose in The City of New York, or
at such other office or agency of the Issuers as may be maintained for such
purpose; provided, however, that,
at the option of the Issuers, interest may be paid by check mailed to addresses
of the Persons entitled thereto as such addresses shall appear on the Security
Register.  The
Securities shall be redeemable as provided in Article Eleven.  SECTION 302.  DENOMINATIONS.  The
Securities shall be issuable only in registered form without coupons and only
in denominations of $1,000 principal amount at maturity and any integral
multiple thereof; provided, that
at the Issue Date the Securities may be issued in denomination of $1.00
principal amount at maturity and any integral amounts thereof.  The Issuers may convert, at their option and
to the extent practical, the Securities to denominations of $1,000 aggregate
principal amount at maturity so long as such conversion is not adverse to the
Holders.  
 (3) Amount to be authorized by the Bankruptcy
Court and will be paid on amount of Senior Notes and general unsecured claims.  (4) This date will be the last day of the
quarter in which the third anniversary of the Issue Date occurs.  29 
   SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.  The
Securities shall be executed on behalf of each Issuer by any of such
Issuers  chairman, president, any
managing director or any Vice President, the chief executive officer or the
chief financial officer under such Issuers corporate seal reproduced thereon
and attested by its secretary or any assistant secretary.  The signature of any of these officers on
the Securities may be manual or facsimile signatures of the present or any
future such authorized officer and may be imprinted or otherwise reproduced on
the Securities.  Securities
bearing the manual or facsimile signatures of individuals who were at any time
the proper officers of an Issuer shall bind such Issuer, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Securities or did not hold such offices at
the date of such Securities.  At
any time and from time to time after the execution and delivery of this
Indenture, the Issuers may deliver Securities executed by the Issuers to the
Trustee for authentication, together with an Issuer Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with such Issuer Order shall authenticate and deliver such Securities.  Each
Security shall be dated the date of its authentication.  No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein duly executed
by the Trustee by manual signature of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture.  In
case an Issuer, pursuant to Article Eight, shall be consolidated or merged with
or into any other Person or shall convey, transfer, lease or otherwise dispose
of its properties and assets substantially as an entirety to any Person, and
the successor Person resulting from such consolidation, or surviving such
merger, or into which such Issuer shall have been merged, or the Person which
shall have received a conveyance, transfer, lease or other disposition as
aforesaid, shall have executed an indenture supplemental hereto with the
Trustee pursuant to Article Eight, any of the Securities authenticated or
delivered prior to such consolidation, merger, conveyance, transfer, lease or
other disposition may, from time to time, at the request of the successor
Person, be exchanged for other Securities executed in the name of the successor
Person with such changes in phraseology and form as may be appropriate, but
otherwise in substance of like tenor as the Securities surrendered for such
exchange and of like principal amount; and the Trustee, upon Issuer Request of
the successor Person, shall authenticate and deliver Securities as specified in
such request for the purpose of such exchange. 
If Securities shall at any time be authenticated and delivered in any
new name of a successor Person pursuant to this Section in exchange or
substitution for or upon registration of transfer of any Securities, such successor
Person, at the option of the Holders but without expense to them, shall provide
for the exchange  30 
   of all Securities at the time Outstanding for
Securities authenticated and delivered in such new name.  SECTION 304.  TEMPORARY SECURITIES.  Pending
the preparation of definitive Securities, the Issuers may execute, and upon
Issuer Order the Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as conclusively evidenced by
their execution of such Securities.  If
temporary Securities are issued, the Issuers will cause definitive Securities
to be prepared without unreasonable delay. 
After the preparation of definitive Securities, the temporary Securities
shall be exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Issuers designated for such purpose
pursuant to Section 1002, without charge to the Holder.  Upon surrender for cancellation of any one
or more temporary Securities, the Issuers shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of authorized denominations.  Until so exchanged, the temporary Securities shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities.  SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.  The
Issuers shall cause to be kept at the Corporate Trust Office a register (the
register maintained in such office and in any other office or agency designated
pursuant to Section 1002 being herein sometimes referred to as the Security
Register) in which, subject to such reasonable regulations as it may
prescribe, the Issuers shall provide for the registration of Securities and of
transfers of Securities.  The Security
Register shall be in written form or any other form capable of being converted
into written form within a reasonable time. 
At all reasonable times, the Security Register shall be open to
inspection by the Trustee.  The Trustee
is hereby initially appointed as security registrar (the Security Registrar)
for the purpose of registering Securities and transfers of Securities as herein
provided.  Upon
surrender for registration of transfer of any Security at the office or agency
of the Issuers designated pursuant to Section 1002, the Issuers shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of any authorized
denomination or denominations of a like aggregate principal amount.  At
the option of the Holder, Securities may be exchanged for other Securities of
any authorized denomination and of a like aggregate principal amount at
maturity, upon surrender of the Securities to be exchanged at such office or
agency.  Whenever any Securities are so
surrendered for exchange, the Issuers shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange
is entitled to receive.  31 
   All
Securities issued upon any registration of transfer or exchange of Securities
shall be the valid obligations of the Issuers, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.  Every
Security presented or surrendered for registration of transfer or for exchange
shall (if so required by the Issuers or the Security Registrar) be duly
endorsed, or be accompanied by a written instrument of transfer, in form
satisfactory to the Issuers and the Security Registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing.  No
service charge shall be made for any registration of transfer or exchange or
redemption of Securities, but the Issuers may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 801, 906, 1017 or 1108 not involving
any transfer.  The
Issuers shall not be required (i) to issue, register the transfer of or
exchange any Security during a period beginning at the opening of business 15
days before the selection of Securities to be redeemed under Section 1104 and
ending at the close of business on the day of such mailing of the relevant
notice of redemption, or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.  SECTION 306.  BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITIES.  (a)The Global
Security initially shall (i) be registered in the name of the Depositary for
such Global Securities or the nominee of such Depositary, (ii) be delivered to
the Trustee as custodian for such Depositary and (iii) bear legends as set
forth in Section 202.  Members of, or
participants in, the Depositary (Agent Members) shall have no rights under
this Indenture with respect to any Global Security held on their behalf by the
Depositary, or the Trustee as its custodian, or under any Global Security, and
the Depositary may be treated by the Issuers, the Trustee and any agent of the
Issuers or the Trustee as the absolute owner of such Global Security for all
purposes whatsoever.  Notwithstanding
the foregoing, nothing herein shall prevent the Issuers, the Trustee or any
agent of the Issuers or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depositary or
impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a beneficial owner
of any Security.  (b)Transfers of a
Global Security shall be limited to transfers of such Global Security in whole,
but not in part, to the Depositary, its successors or their respective nominees
and, in part, in the circumstances described in paragraph (d) hereof.  Interests of beneficial owners in a Global
Security may be transferred in accordance with the applicable rules and
procedures of the Depositary and the provisions of Section 307.  Beneficial owners may obtain Physical Securities
(which shall bear the Private Placement Legend if required by Section 202) in
exchange for their beneficial interests in a Global Security upon request in
accordance with the Depositarys and the Security Registrars procedures at any
time.  In addition, Physical  32 
   Securities shall be transferred to all
beneficial owners in exchange for their beneficial interests in the Global
Security if (i) the Depositary notifies the Issuers that it is unwilling or
unable to continue as Depositary for the Global Security or the Depositary
ceases to be a Clearing Agency registered under the Exchange Act and a
successor depositary is not appointed by the Issuers within 90 days or (ii) an
Event of Default has occurred and Holders of more than 25% in aggregate
principal amount of the Securities at the time outstanding represented by the
Global Securities advise the Trustee through the Depositary in writing that the
continuation of a book-entry system through the Depositary with respect to the
Global Securities is no longer required.  (c)In connection
with any transfer pursuant to paragraph (b) of this Section of a portion of the
beneficial interest in the Global Security to beneficial owners, upon receipt
of written instructions from the Depositary, the Security Registrar shall
reflect on its books and records the date and a decrease in the principal
amount at maturity of the Global Security in an amount equal to the principal
amount at maturity of the beneficial interest in the Global Security to be
transferred, and the Issuers shall execute, and the Trustee shall authenticate
and deliver, one or more Physical Securities of like tenor and amount.  (d)In connection
with the transfer of the entire Global Security to beneficial owners pursuant
to paragraph (b) of this Section, the Global Security shall be deemed to be
surrendered to the Trustee for cancellation, and the Issuers shall execute, and
the Trustee shall authenticate and deliver, to each beneficial owner identified
by the Depositary in exchange for its beneficial interest in the Global
Security an equal aggregate principal amount at maturity of Physical Securities
of authorized denominations.  (e)Any Physical
Security delivered in exchange for an interest in the Global Security pursuant
to paragraph (b) or (c) of this Section shall, except as otherwise provided
by  Sections 306 and 307, bear the
legend regarding transfer restrictions applicable to the Physical Security set
forth in Section 202.  (f)The registered
holder of a Global Security may grant proxies and otherwise authorize any
person, including Agent Members and persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Securities.  (g)In connection
with the execution, authentication and delivery of Physical Securities in
exchange for beneficial interests in a Global Security pursuant to Section
306(b), the Security Registrar shall reflect on its books and records a decrease
in the principal amount at maturity of the relevant Global Security equal to
the principal amount at maturity of such Physical Securities and the Issuers
shall execute and the Trustee shall authenticate and deliver one or more
Physical Securities having an equal aggregate principal amount at maturity.  SECTION 307.  SPECIAL TRANSFER PROVISIONS.  (a)The provisions
of this Section 307 shall apply to all transfers involving any Physical
Security and any beneficial interest  in
any Global Security.  (b)As used in this
Section 307 only, delivery of a certificate by a transferee or transferor
means the delivery to the Security Registrar by such transferee or transferor
of the  33 
   applicable certificate duly completed;
holding includes both possession of a Physical Security and ownership of a
beneficial interest in a Global Security, as the context requires;
transferring a Global Security means transferring that portion of the
principal amount of the transferors beneficial interest therein that the
transferor has notified the Security Registrar that it has agreed to transfer;
and transferring a Physical Security means transferring that portion of the
principal amount thereof that the transferor has notified the Security
Registrar that it has agreed to transfer. 
As used in this Indenture, Form of Regulation S Certificate means a
certificate substantially in the form referenced in Section 313, and
Non-Registration Opinion and Supporting Evidence means a written opinion of
counsel reasonably acceptable to the Issuers to the effect that, and such other
certification or information as the Issuers may reasonably require to confirm
that, the proposed transfer is being made pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act.  (c)Prior to the
41st day following the Closing Date, the Registrar shall register any transfer
of any Note to a Non-U.S. Person upon the receipt of a certificate substantially
in the form of Exhibit A hereto from the proposed transferor.  (d)A Rule 144A
Certificate, if not actually delivered, will be deemed delivered if (A) (i) the
transferor advises the Issuers and the Trustee in writing that the relevant
offer and sale were made in accordance with the provisions of Rule 144A (or, in
the case of a transfer of a Physical Security, the transferor checks the box
provided on the Physical Security to that effect) and (ii) the transferee
advises the Issuers and the Trustee in writing that (x) it and, if applicable,
each account for which it is acting in connection with the relevant transfer,
is a qualified institutional buyer within the meaning of Rule 144A, (y) it is
aware that the transfer of Securities to it is being made in reliance on the
exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A, and (z) prior to the proposed date of transfer it has been given the
opportunity to obtain from the Issuers the information referred to in Rule
144A(d)(4), and has either declined such opportunity or has received such
information (or, in the case of a transfer of a Physical Security, the
transferee signs the certification provided on the Physical Security to that
effect); or (B) the transferor holds the Global Security and is transferring to
a transferee that will take delivery in the form of the Global Security.  (e)If the proposed
transferor holds:  (A)a Physical
Security which is surrendered to the Security Registrar, and the proposed
transferee or transferor, as applicable:  (i)delivers (or is
deemed to have delivered pursuant to clause (d) above) a Rule 144A Certificate
and the proposed transferee requests delivery in the form of a Physical
Security, then the Security Registrar shall (x) register such transfer in the
name of such transferee and record the date thereof in its books and records,
(y) cancel such surrendered Physical Security and (z) deliver a new Physical
Security to such transferee duly registered in the name of such transferee in
principal amount equal to the principal amount being transferred of such
surrendered Physical Security; or  34 
   (ii)delivers (or is
deemed to have delivered pursuant to clause (d) above) a Rule 144A  Certificate and the proposed transferee is
or is acting through an Agent Member and requests that the proposed transferee
receive a beneficial interest in the Global Security, then the Security
Registrar shall (x) cancel such surrendered Physical Security, (y) record an
increase in the principal amount of the Global Security equal to the principal
amount being transferred of such surrendered Physical Security and (z) notify
the Depositary in accordance with the procedures of the Depositary that it
approves of such transfer.  In any of
the cases described in this Section 307(e)(A), the Security Registrar shall
deliver to the transferor a new Physical Security in principal amount equal to
the principal amount not being transferred of such surrendered Physical
Security, as applicable.  (B)the Global
Security, and the proposed transferee or transferor, as applicable:  (i)delivers (or is
deemed to have delivered pursuant to clause (d) above) a Rule 144A Certificate
and the proposed transferee requests delivery in the form of a Physical
Security, then the Security Registrar shall (w) register such transfer in the
name of such transferee and record the date thereof in its books and records,
(x) record a decrease in the principal amount of the Global Security in an
amount equal to the beneficial interest therein being transferred, (y) deliver
a new Physical Security to such transferee duly registered in the name of such
transferee in principal amount equal to the amount of such decrease and (z)
notify the Depositary in accordance with the procedures of the Depositary that
it approves of such transfer; or  (ii)delivers (or is
deemed to have delivered pursuant to clause (d) above) a Rule 144A Certificate
and the proposed transferee is or is acting through an Agent Member and requests
that the proposed transferee receive a beneficial interest in the Global
Security, then the transfer shall be effected in accordance with the procedures
of the Depositary therefor.  (f)In any case in
which the Security Registrar is required to deliver a Physical Security to a
transferee or transferor, the Issuers shall execute, and the Trustee shall
authenticate and make available for delivery, such Physical Security.  (g)Any transferee
entitled to receive a Physical Security may 
request that the principal amount thereof be evidenced by one or
more  Physical Securities in any
authorized denomination or denominations and 
the Security Registrar shall comply with such request if all other
transfer restrictions are satisfied.  (h)The
Security  Registrar shall effect and
record, upon receipt of a written request 
from the Issuers so to do, a transfer not otherwise permitted by  Section 307(e), such recording to be done in
accordance with the  otherwise
applicable provisions of Section 307(e), upon the furnishing  by the proposed transferor or transferee of
a Non-Registration Opinion and Supporting Evidence.  35 
   (i)By its
acceptance of any Security bearing the 
Private Placement Legend, each Holder of such Security acknowledges
the  restrictions on transfer of such
Security set forth in this Indenture 
and in the Private Placement Legend and agrees that it will transfer  such Security only as provided in this
Indenture.  The Security  Registrar shall not register a transfer of
any Security unless such  transfer
complies with the restrictions with respect thereto set forth  in this Indenture.  The Security Registrar shall not be required to  determine (but may rely upon a determination
made by the Issuers) the  sufficiency of
any such certifications, legal opinions or other  information.  (j)Upon the
transfer, exchange or  replacement of
Securities not bearing the Private Placement Legend, the  Security Registrar shall deliver Securities
that do not bear the  Private Placement
Legend.  Upon the transfer, exchange or
replacement of  Securities bearing the
Private Placement Legend, the Security Registrar  shall deliver only Securities that bear the Private Placement
Legend  unless (i) the requested
transfer is at least two years after the 
original issue date of the Security (with respect to any  Physical Security), or (ii) there is
delivered to the Security Registrar  an
Opinion of Counsel in form reasonably satisfactory to the Issuers  and the Trustee to the effect that neither
such legend nor the related 
restrictions on transfer are required in order to maintain compliance
with the provisions of the Securities Act.  SECTION 308.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.  If
(i) any mutilated Security is surrendered to the Trustee, or (ii) the Issuers
and the Trustee receive evidence to their satisfaction of the destruction, loss
or theft of any Security, and there is delivered to the Issuers and the Trustee
such security or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Issuers or the Trustee that
such Security has been acquired by a bona
fide purchaser, the Issuers shall execute and upon Issuer Order the
Trustee shall authenticate and deliver, in exchange for any such mutilated
Security or in lieu of any such destroyed, lost or stolen Security, a new
Security of like tenor and principal amount at maturity, bearing a number not
contemporaneously outstanding.  In
case any such mutilated, destroyed, lost or stolen Security has become or is
about to become due and payable, the Issuers in their discretion may, instead
of issuing a new Security, pay such Security.  Upon
the issuance of any new Security under this Section, the Issuers may, as a
condition to such issuance, require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the Trustee)
connected therewith.  Every
new Security issued pursuant to this Section in lieu of any mutilated,
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Issuers, whether or not the mutilated, destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall
be entitled to all benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.  36 
   The
provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.  SECTION 309.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.  Interest
on any Security which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the Person in whose name such
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest at the office or agency
of the Issuers maintained for such purpose pursuant to Section 1002; provided, however, that each installment
of interest may at the Issuers option be paid by (i) mailing a check for such
interest, payable to or upon the written order of the Person entitled thereto
pursuant to Section 310, to the address of such Person as it appears in the
Security Register at the close of business on the Regular Record Date for such
interest payment or (ii) transfer to an account located in the United States
maintained by the payee.  Any
interest on any Security which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date shall forthwith cease to be payable
to the Holder on the Regular Record Date by virtue of having been such Holder,
and such defaulted interest and (to the extent lawful) interest on such
defaulted interest at the rate borne by the Securities (such defaulted interest
and interest thereon herein collectively called Defaulted Interest) may be
paid by the Issuers, at their election in each case, as provided in clause (1)
or (2) below:  (1)The Issuers may
elect to make payment of any Defaulted Interest to the Persons in whose names
the Securities (or their respective Predecessor Securities) are registered at
the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner.  The Issuers shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Security and
the date of the proposed payment, and at the same time the Issuers shall
deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this clause
provided.  Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify the
Issuers of such Special Record Date, and in the name and at the expense of the
Issuers, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be given in the manner provided for in
Section 106, not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so given,
such Defaulted Interest shall be paid to the Persons in whose names the
Securities (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following clause (2).  37 
   (2)The Issuers may
make payment of any Defaulted Interest in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Issuers to the Trustee of the proposed
payment pursuant to this clause, such manner of payment shall be deemed
practicable by the Trustee.  Subject
to the foregoing provisions of this Section, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any
other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.  SECTION 310.  PERSONS DEEMED OWNERS.  Prior
to the due presentment of a Security for registration of transfer, the Issuers,
the Trustee and any agent of the Issuers or the Trustee may treat the Person in
whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of and (subject to Sections 305 and
309) interest on such Security and for all other purposes whatsoever, whether
or not such Security be overdue, and none of the Issuers, the Trustee or any
agent of the Issuers or the Trustee shall be affected by notice to the
contrary.  SECTION 311.  CANCELLATION.  All
Securities surrendered for payment, redemption, registration of transfer or
exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee and shall be promptly cancelled by it.  The Issuers may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Issuers may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the
Issuers have not issued and sold, and all Securities so delivered shall be
promptly cancelled by the Trustee.  If
the Issuers shall so acquire any of the Securities, however, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are surrendered to the
Trustee for cancellation.  No Securities
shall be authenticated in lieu of or in exchange for any Securities cancelled
as provided in this Section, except as expressly permitted by this Indenture.  All cancelled Securities held by the Trustee
shall be disposed of by the Trustee in accordance with its customary procedures
and certification of their disposal delivered to the Issuers unless by Issuer
Order the Issuers shall direct that cancelled Securities be returned to it.  SECTION 312.  COMPUTATION OF INTEREST.  Interest
on the Securities shall be computed on the basis of a 360-day year of twelve
30-day months.  SECTION 313.  FORM OF REGULATION S CERTIFICATE.  Upon
any transfer of the Securities pursuant to Regulation S, the transferor of such
Securities shall deliver to the Trustee a certificate in the form of Exhibit
C hereto.  38 
   ARTICLE FOUR SATISFACTION AND DISCHARGE  SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE.  This
Indenture shall upon Issuer Request cease to be of further effect (except as to
surviving rights of registration of transfer or exchange of Securities
expressly provided for herein or pursuant hereto and the rights, powers,
trusts, duties and immunities of the Trustee) and the Trustee, at the expense
of the Issuers, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture when  (1)either  (a)all Securities
theretofore authenticated and delivered (other than (i) Securities which have
been destroyed, lost or stolen and which have been replaced or paid as provided
in Section 308) and (ii) Securities for whose payment money has theretofore
been deposited in trust with the Trustee or any Paying Agent or segregated and
held in trust by the Issuers and thereafter repaid to the Issuers or discharged
from such trust, as provided in Section 1003) have been delivered to the
Trustee for cancellation; or  (b)all such
Securities not theretofore delivered to the Trustee for cancellation  (i)have become due
and payable, or  (ii)will become due
and payable at their Stated Maturity within one year, or  (iii)are to be
called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Issuers,  and
the Issuers, in the case of (i), (ii) or (iii) above, have irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust
for such purpose an amount sufficient to pay and discharge the entire
Indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal of and interest on such Securities to the date of
such deposit (in the case of Securities which have become due and payable) or
to the Stated Maturity or Redemption Date, as the case may be;  (2)the Issuers
have paid or caused to be paid all other sums payable hereunder by the Issuers;
and  (3)the Issuers
have delivered to the Trustee an Officers Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture have been complied
with.  39 
   Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Issuers to the Trustee under Section 606 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.  SECTION 402.  APPLICATION OF TRUST MONEY.  Subject
to the provisions of the last paragraph of Section 1003, all money deposited
with the Trustee pursuant to Section 401 shall be held in trust and applied by
it, in accordance with the provisions of the Securities and this Indenture, to
the payment, either directly or through any Paying Agent (including the Issuers
acting as their own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.  ARTICLE FIVEREMEDIES  SECTION 501.  EVENTS OF DEFAULT.  Event of Default, wherever
used herein, means any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):  (1)default in the
payment of any interest on any Security when it becomes due and payable and
continuance of such default for a period of 30 days;  (2)default in the
payment of the principal of any Security, at its Maturity;  (3)default in the
performance, or breach, of the provisions described in Article Eight of this
Indenture, the failure to make or consummate a Change of Control Offer in
accordance with the provisions of Section 1016 or the failure to make or
consummate an Excess Proceeds Offer in accordance with the provisions of
Section 1017;  (4)default in the
performance, or breach, of any covenant or agreement of the Issuers contained
in this Indenture (other than a default in the performance, or breach, of a
covenant or warranty which is specifically dealt with elsewhere in this
Indenture) and continuance of such default or breach for a period of 30 days
after written notice shall have been given to the Issuers by the Trustee or to
the Issuers and the Trustee by the holders of at least 25% in aggregate
principal amount at maturity of the then Outstanding Securities, as the case
may be;  (5)(i) one or more
defaults in the payment of principal on Indebtedness of the Company or any
Significant Subsidiary of the Company aggregating $5 million or more,  40 
   when
the same becomes due  and payable at the
stated maturity thereof, and such default or 
defaults shall have continued after any applicable grace period and
shall not have been cured or waived or (ii) Indebtedness of the Company or any
Significant Subsidiary of the Company aggregating $5 million or more shall  have been accelerated or otherwise declared
due and payable, or required to be prepaid or repurchased (other than by
regularly scheduled required prepayment) prior to the stated maturity thereof;  (6)any holder or
holders (or any Person acting on any such holders behalf) of any Indebtedness
in excess of $5 million in the aggregate of the Company or any Significant
Subsidiary of the Company shall, subsequent to the occurrence of a default with
respect to such Indebtedness, notify the Trustee of the intended sale or
disposition of any assets of the Company or any Restricted Subsidiary that have
been pledged to or for the benefit of such Person to secure such Indebtedness
or shall commence proceedings, or take action to retain in satisfaction of any
such Indebtedness, or to collect on, seize, dispose of or apply, any such assets
of the Company or any Restricted Subsidiary pursuant to the terms of any
agreement or instrument evidencing any such Indebtedness of the Company or any
Restricted Subsidiary or in accordance with applicable law;  (7)one or more
final judgments, orders or decrees of any court or regulatory agency shall be
rendered against the Company or any Significant Subsidiary of the Company or
their respective properties for the payment of money, either individually or in
an aggregate amount, in excess of $5 million and either (i) an enforcement
proceeding shall have been commenced by any creditor upon such judgment or
order or (ii) there shall have been a period of 30 consecutive days during
which a stay of enforcement of such judgment or order, by reason of a pending appeal
or otherwise, was not in effect;  (8)the entry of a
decree or order by a court having jurisdiction in the premises adjudging an
Issuer or any Significant Subsidiary of the Company a bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of an Issuer or any Significant
Subsidiary of the Company under the Federal Bankruptcy Code or any other
applicable federal or state law, or appointing a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of an Issuer or any
Significant Subsidiary of the Company or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a period of
60 consecutive days; and  (9)the institution
by an Issuer or any Significant Subsidiary of the Company of proceedings to be
adjudicated a bankrupt or insolvent, or the consent by it to the institution of
bankruptcy or insolvency proceedings against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under the
Federal Bankruptcy Code or any other applicable federal or state law, or the
consent by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of such Issuer or any Significant Subsidiary of the Company or of any
substantial part of its property, or the making by it of an assignment for the
benefit of creditors, or the admission by it in writing of its inability to pay
its debts generally as they become due.  41 
   SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.  If
an Event of Default (other than an Event of Default specified in Section 501(8)
or 501(9)) shall occur and be continuing, the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Securities then Outstanding,
by written notice to the Issuers (and to the Trustee if such notice is given by
the Holders), may, and the Trustee upon the written request of such Holders,
shall declare the principal of and accrued interest on all of the Outstanding
Securities immediately due and payable, and upon any such declaration all such
amounts payable in respect of the Securities shall become immediately due and
payable.  If an Event of Default
specified in Section 501(8) or 501(9) occurs and is continuing, then the
principal of and accrued interest on all of the Outstanding Securities shall ipso facto become and be immediately due
and payable without any declaration or other act on the part of either the
Trustee or any Holder.  At
any time after a declaration of acceleration hereunder, but before a judgment
or decree for payment of the money due has been obtained by the Trustee, the
Holders of a majority in aggregate principal amount of the Outstanding
Securities, by written notice to the Issuers and the Trustee, may rescind such
declaration and its consequences if  (1)the Issuers
have paid or deposited with the Trustee a sum sufficient to pay:  (A)all overdue
interest on all Outstanding Securities,  (B)all unpaid
principal of any Outstanding Securities that have become due otherwise than by
such declaration of acceleration, and interest thereon at the rate borne by
such Securities,  (C)to the extent
that payment of such interest is lawful, interest upon overdue interest and
overdue principal at the rate borne by such Securities, and  (D)all sums paid
or advanced by the Trustee hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel; and  (2)all Events of
Default, other than the non-payment of amounts of principal of or interest on
Securities that have become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 513.  No
such rescission shall affect any subsequent default or impair any right
consequent thereon.  SECTION 503.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.  The
Issuers covenant that if  42 
   (a)default is made
in the payment of any installment of interest on any Security when such
interest becomes due and payable and such default continues for a period of 30
days, or  (b)default is made
in the payment of the principal of any Security at the Maturity thereof,  the
Issuers will, upon demand of the Trustee, pay to the Trustee for the benefit of
the Holders of such Securities, the whole amount then due and payable on such
Securities for principal and interest, and interest on any overdue principal
and, to the extent that payment of such interest shall be legally enforceable,
upon any overdue installment of interest, at the rate borne by the Securities,
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.  If
the Issuers fail to pay such amounts forthwith upon such demand, the Trustee,
in its own name as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, may prosecute such
proceeding to judgment or final decree and may enforce the same against the
Issuers or any other obligor upon the Securities and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Issuers or any other obligor upon the Securities, wherever
situated.  If
an Event of Default occurs and is continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of the Holders by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.  SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM.  In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Issuers or any other obligor upon the Securities or the property of the
Issuers or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand on the Issuers for the payment of
overdue principal, or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise,  (i)to file and
prove a claim for the whole amount of principal and interest owing and unpaid
in respect of the Securities and to file such other papers or documents and
take such other actions, including participating as a member of any official
creditors committee appointed in the matter as it may deem necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding, and  43 
   (ii)to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same;  and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or similar
official in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 606.  Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent
to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights
of any Holder thereof, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.  SECTION 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES.  All
rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the Securities
or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name and as
trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.  SECTION 506.  APPLICATION OF MONEY COLLECTED.  Any
money collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or interest, upon presentation
of the Securities and the notation thereon of the payment if only partially
paid and upon surrender thereof if fully paid:  FIRST:  To the payment of all amounts due the
Trustee under Section 606;  SECOND:  To the payment of the amounts then due and
unpaid for principal of  and interest on
the Securities in respect of which or for the benefit of which such money has
been collected, ratably, without preference or priority of any kind, according
to the amounts due and payable on such Securities for principal and interest,
respectively; and  THIRD:  The balance, if any, to the Person or
Persons entitled thereto.  SECTION 507.  LIMITATION ON SUITS.  No
Holder of any Securities shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment
of a receiver or trustee, or for any other remedy hereunder, unless  44 
   (1)such Holder has
previously given written notice to the Trustee of a continuing Event of
Default;  (2)the Holders of
not less than 25% in principal amount of the Outstanding Securities shall have
made written request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder;  (3)such Holder or
Holders have offered to the Trustee reasonable indemnity against the costs,
expenses and liabilities to be incurred in compliance with such request;  (4)the Trustee for
60 days after its receipt of such notice, request and offer of indemnity has
failed to institute any such proceeding; and  (5)no direction
inconsistent with such written request has been given to the Trustee during
such 60-day period by the Holders of a majority or more in principal amount of
the Outstanding Securities;  it
being understood and intended that no one or more Holders shall have any right
in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other Holders, or
to obtain or to seek to obtain priority or preference over any other Holders or
to enforce any right under this Indenture, except in the manner herein provided
and for the equal and ratable benefit of all the Holders.  SECTION 508.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND
INTEREST.  Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment, as provided
herein and in such Security of the principal of and (subject to Section 309)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.  SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES.  If
the Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or abandoned
for any reason, or has been determined adversely to the Trustee or to such
Holder, then and in every such case, subject to any determination in such
proceeding, the Issuers, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.  SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE.  Except
as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 308, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be  45 
   exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. 
The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.  SECTION 511.  DELAY OR OMISSION NOT WAIVER.  No
delay or omission of the Trustee or of any Holder of any Security to exercise
any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein.  Every right and
remedy given by this Article or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.  SECTION 512.  CONTROL BY HOLDERS.  The
Holders of not less than a majority in principal amount at maturity of the
Outstanding Securities shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, provided that  (1)such direction
shall not be in conflict with any rule of law or with this Indenture,  (2)the Trustee may
take any other action deemed proper by the Trustee which is not inconsistent
with such direction, and  (3)the Trustee need
not take any action which might involve it in personal liability or be unjustly
prejudicial to the Holders not consenting.  SECTION 513.  WAIVER OF PAST DEFAULTS.  The
Holders of not less than a majority in aggregate principal amount at maturity
of the Outstanding Securities may, on behalf of the Holders of all the
Securities, waive any past defaults hereunder, except a default  (1)in the payment
of the principal of or interest on any such Security, or  (2)in respect of a
covenant or provision hereof which under Article Nine cannot be modified or
amended without the consent of the Holder of each Outstanding Security.  Upon
any such waiver, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon.  46 
   SECTION 514.  WAIVER OF STAY OR EXTENSION LAWS.  The Issuers covenant (to the
extent that it may lawfully do so) that it will not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture; and
the Issuers (to the extent that it may lawfully do so) hereby expressly waive
all benefit or advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.  ARTICLE SIXTHE TRUSTEE  SECTION 601.  NOTICE OF DEFAULTS.  Within 90 days after the
occurrence of any Default or Event of Default hereunder, the Trustee shall
transmit in the manner and to the extent provided in TIA Section 313(c), notice
of such Default hereunder known to the Trustee, unless such Default shall have
been cured or waived; provided, however,
that, except in the case of a Default in the payment of the principal of or
interest on any Security, the Trustee shall be protected in withholding such
notice if a committee of its trust officers in good faith determines that the
withholding of such notice is in the interest of the Holders; and provided further, that in the case of any
Default of the character specified in Section 501(4) no such notice to Holders
shall be given until at least 30 days after the occurrence thereof.  SECTION 602.  CERTAIN RIGHTS OF TRUSTEE.  Subject
to the provisions of TIA Sections 315(a) through 315(d):  (1)the Trustee may
conclusively rely and shall be fully protected in acting or refraining from
acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties;  (2)any request or
direction of the Issuers mentioned herein shall be sufficiently evidenced by an
Issuer Request or Issuer Order (unless other evidence in respect thereof is
herein specifically prescribed) and any resolution of the Board of Directors
may be sufficiently evidenced by a Board Resolution;  (3)whenever in the
administration of this Indenture the Trustee shall deem it desirable that a
matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) shall be entitled to receive and may require and, in the absence of
bad faith on its part, conclusively rely upon an Officers Certificate;  47 
   (4)the Trustee may
consult with counsel and the written advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;  (5)the Trustee
shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders pursuant
to this Indenture, unless such Holders shall have offered to the Trustee
security or indemnity reasonably satisfactory to it against the costs, expenses
and liabilities which might be incurred by it in compliance with such request
or direction;  (6)the Trustee
shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry
or investigation, it shall be entitled to examine the books, records and
premises of the Issuers, personally or by agent or attorney;  (7)the Trustee may
execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys and the Trustee shall not
be responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder;  (8)the Trustee
shall not be liable for any action taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Indenture; and  (9)the Trustee
shall not be deemed to have knowledge of any default, breach or Event of
Default or other matter upon the occurrence of which it may be required to take
action hereunder unless one of its Responsible Officers has actual knowledge
thereof.  The
Trustee shall not be required to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers if it shall have
reasonable grounds for believing that repayment of such funds or indemnity
satisfactory to it against such risk or liability is not reasonably assured to
it.  SECTION 603.  TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.  The
recitals contained herein and in the Securities, except for the Trustees
certificates of authentication, shall be taken as the statements of the
Issuers, and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities, except that
the Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and  48 
   perform its obligations hereunder and that
the statements made by it in any Statement of Eligibility on Form T-1 supplied
to the Issuers will be true and accurate, subject to the qualifications set
forth therein.  The Trustee shall not be
accountable for the use or application by the Issuers of Securities or the
proceeds thereof.  SECTION 604.  MAY HOLD SECURITIES.  The
Trustee, any Paying Agent, any Security Registrar or any other agent of the
Issuers or of the Trustee, in its individual or any other capacity, may become
the owner or pledgee of Securities and, subject to TIA Sections 310(b) and 311,
may otherwise deal with the Issuers with the same rights it would have if it
were not Trustee, Paying Agent, Security Registrar or such other agent.  SECTION 605.  MONEY HELD IN TRUST.  Money
held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law. 
The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the
Issuers.  SECTION 606.  COMPENSATION AND REIMBURSEMENT.  The
Issuers agree:  (1)to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which compensation
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust);  (2)except as
otherwise expressly provided herein, to reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and  (3)to indemnify
the Trustee for, and to hold it harmless against, any loss, liability or
expense incurred without negligence or bad faith on its part, arising out of or
in connection with the acceptance or administration of this trust, including
the costs and expenses of investigating or defending itself against any claim
or liability in connection with the exercise or performance of any of its
powers or duties hereunder.  The
obligations of the Issuers under this Section to compensate the Trustee, to pay
or reimburse the Trustee for expenses, disbursements and advances and to
indemnify and hold harmless the Trustee shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture.  As security for the
performance of such obligations of the Issuers, the Trustee shall have a claim
prior to the Securities upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the payment of principal of or
interest on particular Securities.  49 
   When
the Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 501(8) or (9), the expenses (including the
reasonable charges and expenses of its counsel) of and the compensation for
such services are intended to constitute expenses of administration under any
applicable Federal or State bankruptcy, insolvency or other similar foreign or
domestic law; provided, however,
that to the extent unpaid as such expenses, they shall be paid as provided in
Section 506.  The
provisions of this Section shall survive the termination of this Indenture.  SECTION 607.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.  There
shall be at all times a Trustee hereunder which shall be eligible to act as
Trustee under TIA Section 310(a)(i) and shall have a combined capital and
surplus of at least $50,000,000.  If
such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of Federal, State, territorial or District of
Columbia supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published.  If at any
time the Trustee shall cease to be eligible in accordance with the provisions
of this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.  SECTION 608.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.  (a)No resignation
or removal of the Trustee and no appointment of a successor Trustee pursuant to
this Article shall become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of Section
609.  (b)The Trustee may
resign at any time by giving written notice thereof to the Issuers.  If the instrument of acceptance by a
successor Trustee required by Section 609 shall not have been delivered to the
Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.  (c)The Trustee may
be removed at any time by Act of the Holders of not less than a majority in
principal amount of the Outstanding Securities, delivered to the Trustee and to
the Issuers.  (d)If at any time:  (1)the Trustee
shall fail to comply with the provisions of TIA Section 310(b) after written
request therefor by an Issuer or by any Holder who has been a bona fide Holder
of a Security for at least six months, or  (2)the Trustee
shall cease to be eligible under Section 607 and shall fail to resign after
written request therefor by the Issuers or by any Holder who has been a bona
fide Holder of a Security for at least six months, or  50 
   (3)the Trustee
shall become incapable of acting or shall be adjudged a bankrupt or insolvent
or a receiver of the Trustee or of its property shall be appointed or any
public officer shall take charge or control of the Trustee or of its property
or affairs for the purpose of rehabilitation, conservation or liquidation,  then,
in any such case, (i) an Issuer, by a Board Resolution, may remove the Trustee,
or (ii) subject to TIA Section 315(e), any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.  (e)If the Trustee
shall resign, be removed or become incapable of acting, or if a vacancy shall
occur in the office of Trustee for any cause, an Issuer, by a Board Resolution,
shall promptly appoint a successor Trustee. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities delivered to the Issuers and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee and supersede the
successor Trustee appointed by the Issuers. 
If no successor Trustee shall have been so appointed by the Issuers or
the Holders and accepted appointment in the manner hereinafter provided, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee.  (f)The Issuers
shall give notice of each resignation and each removal of the Trustee and each
appointment of a successor Trustee to the Holders of Securities in the manner
provided for in Section 106.  Each
notice shall include the name of the successor Trustee and the address of its
Corporate Trust Office.  SECTION 609.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.  Every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to
the Issuers and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on request of the Issuers or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder.  Upon request of any such
successor Trustee, the Issuers shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts.  No
successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this
Article.  51 
   SECTION 610.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.  Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.  In case any
Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.  In case
at that time any of the Securities shall not have been authenticated, any
successor Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor Trustee.  In all such cases such certificates shall
have the full force and effect which this Indenture provides for the
certificate of authentication of the Trustee shall have; provided, however, that the right to adopt
the certificate of authentication of any predecessor Trustee or to authenticate
Securities in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.  ARTICLE SEVEN HOLDERS
LISTS AND REPORTS BY TRUSTEE AND COMPANY  SECTION 701.  DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.  Every
Holder of Securities, by receiving and holding the same, agrees with the Issuer
and the Trustee that none of the Issuers or the Trustee or any agent of any of
them shall be held accountable by reason of the disclosure of any information
as to the names and addresses of the Holders in accordance with Section 312 of
the Trust Indenture Act, regardless of the source from which such information
was derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under Section 312(b) of the
Trust Indenture Act.  SECTION 702.  REPORTS BY TRUSTEE.  Within
60 days after May 15 of each year commencing with the first May 15
after the first issuance of Securities, the Trustee shall transmit to the
Holders, in the manner and to the extent provided in Section 313(c) of the
Trust Indenture Act, a brief report dated as of such May 15 if required by
Section 313(a) of the Trust Indenture Act.  52 
   ARTICLE EIGHTCONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE  SECTION 801.  ISSUERS MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.  (a)  UPC Polska Finance shall not, in a single
transaction or through a series of related transactions, consolidate with or
merge with or into any other Person or sell, assign, convey, transfer, lease or
otherwise dispose of all or substantially all of its properties and assets
substantially as an entirety to any other Person or Persons; provided that UPC Polska Finance may merge
with and into the Company and the Company may merge with and into UPC Polska
Finance.  (b)  The Company shall not, in a single
transaction or through a series of related transactions, consolidate with or
merge with or into any other Person or sell, assign, convey, transfer, lease or
otherwise dispose of all or substantially all of its properties and assets
substantially as an entirety to any other Person or Persons, and the Company
shall not permit any Restricted Subsidiary to enter into any such transaction
or series of transactions if such transaction or series of transactions, in the
aggregate, would result in the sale, assignment, conveyance, transfer, lease or
other disposition of all or substantially all of the properties and assets of
the Company and its Restricted Subsidiaries on a consolidated basis to any
Person or Persons, unless:  (1)either (i) the
Company shall be the surviving corporation or (ii) the Person (if other than
the Company) formed by such consolidation or into which the Company or the
Company and its Restricted Subsidiaries is merged or the Person which acquires
by sale, conveyance, transfer, lease or other disposition, all or substantially
all of the properties and assets of the Company or the Company and its
Restricted Subsidiaries, as the case may be, (the Surviving Entity) (x) shall
be a corporation or limited liability company organized and validly existing
under the laws of the United States of America, any state thereof or the
District of Columbia or a corporation, limited liability company or similar
entity organized under the laws of a member state of the European Union as of
the Issue Date, and (y) shall expressly assume, by an indenture supplemental to
this Indenture executed and delivered to the Trustee, in form satisfactory to
the Trustee, the Companys obligations for the due and punctual payment of the
principal of and interest on all the Securities and the performance and
observance of every covenant of this Indenture on the part of the Company to be
performed or observed; provided,
that if the Surviving Entity is a limited liability company organized under the
laws of the United States of America, any state thereof or the laws of the
District of Columbia pursuant to (x) above, UPC Polska Finance or another
corporation organized under the laws of the United States of America, any state
thereof or the District of Columbia shall at all times be a joint and several
co-issuer of the Notes;  (2)immediately
before and after giving effect to such transaction or series of transactions on
a pro forma basis (and treating
any obligation of the Company or any Restricted Subsidiary in connection with
or as a result of such transaction as having been  53 
   incurred at the time of such
transaction), no Default or Event of Default shall have occurred and be
continuing;  (3)immediately
after giving effect to such transaction or series of transactions on a pro forma basis (on the assumption that
the transaction or series of transactions occurred on the first day of the
latest fiscal quarter for which consolidated financial statements of the
Company are available prior to the consummation of such transaction or series
of transactions with the appropriate adjustments with respect to the
transaction or series of transactions being included in such pro forma calculation), the Company or the
Surviving Entity would be able to incur at least $1.00 of additional
Indebtedness (other than Permitted Indebtedness) under the proviso of Section
1010(a);  (4)if any of the
property or assets of the Company or any of its Restricted Subsidiaries would
thereupon become subject to any Lien, the provisions of Section 1014 are
complied with; and  (5)the Company or
the Surviving Entity shall have delivered to the Trustee an Officers
Certificate and an opinion of counsel, each stating that such consolidation,
merger, sale, assignment, conveyance, transfer, lease or other disposition and
such supplemental indenture comply with the terms of this Indenture.  SECTION 802.  SUCCESSOR SUBSTITUTED.  Upon
any consolidation or merger, or any sale, assignment, conveyance, transfer,
lease or disposition of all or substantially all of the properties and assets
of the Company in accordance with Section 801(b) in which the Company is not
the continuing obligor under this Indenture, the Surviving Entity shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor had been
named as the Company herein.  When a
successor assumes all the obligations of its predecessor under this Indenture
and the Securities, the predecessor shall be released from those obligations; provided, that in the case of a transfer
by lease, the predecessor shall not be released from the payment of principal
and interest on the Securities.  SECTION 803.  SECURITIES TO BE SECURED IN CERTAIN EVENTS  If,
upon any such consolidation of an Issuer with or merger of an Issuer into any
other corporation, or upon any conveyance, lease or transfer of the property of
an Issuer substantially as an entirety to any other Person, any property or
assets of such Issuer would thereupon become subject to any Lien, then unless
such Lien could be created pursuant to Section 1014 without equally and ratably
securing the Securities, such Issuer, prior to or simultaneously with such
consolidation, merger, conveyance, lease or transfer, will as to such property
or assets, secure the Securities Outstanding (together with, if such Issuer
shall so determine any other Indebtedness of the Issuer now existing or
hereinafter created which is not subordinate in right of payment to the
Securities) equally and ratably with (or prior to) the Indebtedness which upon
such consolidation, merger, conveyance, lease or transfer is to become secured
as to such property or assets by such Lien, or will cause such Securities to be
so secured; provided, that for
the purpose of providing such equal and ratable security, the principal amount  54 
   of the Securities shall mean that amount
which would at the time of making such effective provision be due and payable
pursuant to Section 502 upon a declaration of acceleration of the Maturity
thereof, and the extent of such equal and ratable security shall be adjusted,
to the extent permitted by law, as and when said amount changes over time as
provided in Section 502.  SECTION 804.  ADDITIONAL AMOUNTS.  (a)  All payments of principal and interest
(including any discount or premium) in respect of the Securities by the
Issuers  to a holder that is a United
States Alien (as defined below) shall be made without withholding or deduction
for or on account of any present or future tax, duty, levy, impost, assessment
or other governmental charge (including penalties, interest and other
liabilities related thereto) (hereinafter, Taxes) imposed or levied by or on behalf of the government of
the United States (as defined below) or any political subdivision or taxing authority
or agency thereof or therein (any of the aforementioned being a Taxing Jurisdiction), unless the Issuer
is required to withhold or deduct any such Taxes by law or by the
interpretation or administration thereof.  (b)If the Issuer
is so required to withhold or deduct any amount for or on account of Taxes from
any payment made under or with respect to the Securities, the Issuer shall pay
such additional amounts (Additional Amounts) as may be necessary so that the
net amount received by the Holder of such Securities (including Additional
Amounts) after such withholding or deduction of such Taxes will not be less
than the amount such Holder would have received if such Taxes had not been
required to be withheld or deducted. 
Notwithstanding the foregoing, Additional Amounts will not be paid with
respect to:  (1)  any
Taxes that would not have been so imposed, deducted or withheld but for the
existence of any present or former connection between the Holder or beneficial
owner of the Securities (or between a fiduciary, settlor, beneficiary, member
or shareholder of, or possessor of power over, the Holder or beneficial owner
of such Securities, if the Holder or beneficial owner is an estate, nominee,
trust, partnership or corporation) and the relevant Taxing Jurisdiction (other
than the mere receipt of such payment or the ownership or holding of or the
execution, delivery, registration or enforcement of such Note), including, but
not limited to, such Holder being considered as:  (A)being or having been present
or engaged in a trade or business in the United States or having or having had
a permanent establishment therein; or  (B)having a current or former
relationship with the United States, including a relationship as a citizen or
resident or being treated as a resident thereof; or  (C)being or having been a
personal holding company, a controlled foreign corporation, a passive
foreign investment company, as defined for federal income tax purposes in
section 542, section 957 and section 1297, respectively, of the Internal
Revenue Code of 1986, as amended (Code)); or  55 
   (D)an actual or constructive
10 percent shareholder of the Issuer as defined in section 871(h)(3) of the
Code, or a bank receiving interest described under section 881(c)(3)(A) of the
Code or a direct or indirect subsidiary of the Issuer; or  (2)any estate, inheritance,
gift, sales, excise, transfer or personal property tax or similar tax, assessment
or governmental charge; or  (3)any Taxes payable otherwise
than by deduction or withholding from payments under or with respect to such
Securities; or  (4)any Taxes that would not
have been so imposed, deducted or withheld if the Holder or beneficial owner of
the Securities or beneficial owner of any payment on such Securities had
(i) made a declaration of non-residence, or any other claim or filing for
exemption, to which it is entitled or (ii) complied with any certification,
identification, information, documentation or other reporting requirement
concerning the nationality, residence, identity or connection with the relevant
Taxing Jurisdiction of such Holder or beneficial owner of such Securities or
any payment on such Securities (provided that such declaration of non-residence
or other claim or filing for exemption or such compliance is required by the
applicable law of the Taxing Jurisdiction as a precondition to exemption from,
or reduction in the rate of the imposition, deduction or withholding of, such
Taxes; or  (5)any Taxes that would not
have been so imposed, deducted or withheld if the beneficiary of the payment
had presented the Securities for payment within 30 days after the date on which
such payment or such Securities became due and payable or the date on which
payment thereof is duly provided for, whichever is later (except to the extent
that the Holder would have been entitled to Additional Amounts had the
Securities been presented on the last day of such 30-day period); or  (6)any payment under or with
respect to Securities to any Holder that is a fiduciary or partnership or any
person other than the sole beneficial owner of such payment or Securities, to
the extent that a beneficiary or settlor with respect to such fiduciary, a
member of such a partnership or the beneficial owner of such payment or
Securities would not have been entitled to the Additional Amounts had such beneficiary,
settlor, member or beneficial owner been the actual holder of such Securities;
or  (7)any Taxes that would not
have been imposed, deducted or withheld but for the treatment of the interest
paid by the Issuer as contingent interest described in section 871(h)(4) of the
Code; or  (8)any Taxes that would not
have been imposed, deducted or withheld but for an election by a Holder the
effect of which is to make the payment of principal of, or interest (or any
other amount) on, the Securities subject to United States federal income tax;
or  (9)any combination of items (1)
through (8) above.  56 
   (c)           As used in this Section 804, the term
United States means the United States of America, the Commonwealth of Puerto
Rico and each territory and possession of the United States of America and the
area subject to its jurisdiction, and the term United States Alien means any
(i) individual who is not a citizen or resident of the United States, (ii) a
corporation which is not created or organized in the United States or under the
laws of the United States or any political subdivision thereof, (iii) an estate
the income of which is not subject to United States federal income taxation
regardless of its source, (iv) a trust that (x) is not subject to both the primary supervision
of a court within the United States and the control of one or more United
States persons as described in section 7701(a)(30) of the Code and (y)does
not have a valid election in effect under applicable United States Treasury
regulations to be treated as a United States person, (v) a partnership (as
defined for United States federal income tax purposes) that is not created or
organized in theUnited States or under the laws of the United States or any
political subdivision thereof, except to the extent one or more of its partners
are United States persons as defined under section 7701(a)(30) of the Code or
to the extent the United States Internal Revenue Service provides by regulation
that a partnership that is not so created or organized will be treated as a
domestic partnership under section 7701(a)(4) of the Code, or (vi) a partnership
that is created or organized in the United States or under the laws of the
United States or any political subdivision thereof to the extent the Internal
Revenue Service provides by regulation that a partnership that is so created or
organized will not be treated as a domestic partnership.  (d)           The foregoing provisions shall
survive any termination or discharge of the Indenture and shall apply mutatis
mutandisto any Taxing Jurisdiction with respect to any successor to
the Issuer.  (e)           At least 30 days prior to each date
on which any payment under or with respect to any Securities is due and
payable, unless such obligation to pay Additional Amounts arises after the 30th
day prior to such date, in which case it shall be promptly paid thereafter, if
the Issuer shall be obligated to pay Additional Amounts with respect to such
payment, the Issuer shall deliver to the Trustee and the Paying Agent an
officers certificate stating the fact that such Additional Amounts will be
payable and the amounts so payable and will set forth such other information
necessary to enable the Trustee and Paying Agent to pay such Additional Amounts
to Holders of such Securities on the payment date.  Each officers certificate shall be relied upon until receipt of
a further officers certificate addressing such matters.  Whenever in the Indenture
there is mentioned, in any context, the payment of principal, premium, if any,
interest or of any other amount payable under or with respect to any Note, such
mention shall be deemed to include mention of the payment of Additional Amounts
to the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof.  The Issuer shall pay any
present or future stamp, court or documentary taxes or any other excise or
property taxes, charges or similar levies that arise in any jurisdiction from
the execution, delivery, enforcement or registration of the Securities, this
Indenture or any other document or instrument in relation thereto, excluding
all such taxes, charges or similar levies imposed by any jurisdiction outside
any jurisdiction in which the Issuer or any successor is organized or resident
for tax purposes or any jurisdiction in which the Paying Agent is located,  57 
   and the Issuer shall agree to indemnify the
Holders of the Securities for any such non-excluded taxes paid by such Holders.  ARTICLE NINE  SUPPLEMENTAL
INDENTURES  SECTION 901.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT
OF HOLDERS.  Without
the consent of any Holders, the Issuers, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:  (1)           to evidence the
succession of another Person to one or both of the Issuers and the assumption
by any such successor of the covenants of any such Issuer or Issuers contained
herein and in the Securities; or  (2)           to add to the
covenants of the Issuers for the benefit of the Holders or to surrender any
right or power herein conferred upon the Issuers; or  (3)           to add any
additional Events of Default; or  (4)           to evidence and
provide for the acceptance of appointment hereunder by a successor Trustee
pursuant to the requirements of Section 609; or  (5)           to cure any
ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Indenture; provided, that such action shall not
adversely affect the interests of the Holders in any material respect; or  (6)           to secure the
Securities pursuant to the requirements of Section 1014 or otherwise; or  (7)           to qualify, or
maintain the qualification of, this Indenture under the TIA.  SECTION 902.  SUPPLEMENTAL INDENTURES WITH CONSENT OF
HOLDERS.  With
the consent of the Holders of not less than a majority in aggregate principal
amount at maturity of the Outstanding Securities, by Act of said Holders
delivered to the Issuers and the Trustee, the Issuers, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to  58 
   or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:  (1)           change the Stated
Maturity of the principal of, or any installment of interest on, any Security,
or reduce the rate of interest thereon or payable upon the redemption thereof,
or change the coin or currency in which any Security or any interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment after the Stated Maturity thereof (or, in the case of redemption, on or
after the Redemption Date), or  (2)           reduce the
percentage in principal amount at maturity of the Outstanding Securities, the
consent of whose Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver of compliance with
certain provisions of this Indenture or certain defaults hereunder and their
consequences provided for in this Indenture, or  (3)           modify any of the
provisions of this Section, Section 1021 or Article Five, except to increase
the percentage of Outstanding Securities required for such actions or to
provide that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Security, or  (4)           amend, change or
modify the redemption provisions of this Indenture or the Securities or the
obligation of the Issuers to make and consummate an Excess Proceeds Offer with
respect to any Asset Sale or modify any of the provisions or definitions with
respect thereto.  It shall not be necessary
for any Act of Holders under this Section to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such Act shall
approve the substance thereof.  SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES.  In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture.  The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture which adversely affects the
Trustees own rights, duties or immunities under this Indenture or otherwise.  SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES.  Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.  59 
   SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT.  Every Supplemental Indenture
executed pursuant to this Article shall conform to the requirements of the
Trust Indenture Act as then in effect.  SECTION 906.  REFERENCE IN SECURITIES TO SUPPLEMENTAL
INDENTURES.  Securities authenticated and
delivered after the execution of any supplemental indenture pursuant to this
Article may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture.  If the Issuers shall so
determine, new Securities so modified as to conform, in the opinion of the
Trustee and the Issuers, to any such supplemental indenture may be prepared and
executed by the Issuers and authenticated and delivered by the Trustee in
exchange for Outstanding Securities. 
Failure to make the appropriate notation or to issue a new Security
shall not affect the validity of such amendment.  SECTION 907.  NOTICE OF SUPPLEMENTAL INDENTURES.  Promptly after the execution
by the Issuers and the Trustee of any supplemental indenture pursuant to the
provisions of Section 902, the Issuers shall give notice thereof to the Holders
of each Outstanding Security affected, in the manner provided for in Section
106, setting forth in general terms the substance of such supplemental
indenture.  Failure to provide such
notice shall not affect the validity of such amendment.  ARTICLE TEN  COVENANTS  SECTION 1001.  PAYMENT OF PRINCIPAL AND INTEREST.  The Issuers covenant and
agree for the benefit of the Holders that they will duly and punctually pay the
principal of and interest on the Securities in accordance with the terms of the
Securities and this Indenture.  SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY.  The Issuers will maintain in
The City of New York, an office or agency where Securities may be presented or
surrendered for payment, where Securities may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Issuers in
respect of the Securities and this Indenture may be served.  The office of Wilmington Trust Company at
1100 North Market Street, Wilmington, Delaware 19890, shall be such office or
agency of the Issuers, unless the Issuers shall designate and maintain some
other office or agency for one or more of such purposes.  The Issuers will give prompt written notice
to the Trustee of any change in the location of any such office or agency.  If at any time the Issuers shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the  60 
   Corporate Trust Office of the Trustee, and
the Issuers hereby appoint the Trustee as their agent to receive all such
presentations, surrenders, notices and demands.  The Issuers may also from
time to time designate one or more other offices or agencies (in or outside of
The City of New York) where the Securities may be presented or surrendered for
any or all such purposes and may from time to time rescind any such
designation; provided, however,
that no such designation or rescission shall in any manner relieve the Issuers
of their obligation to maintain an office or agency in The City of New York for
such purposes.  The Issuers will give
prompt written notice to the Trustee of any such designation or rescission and any
change in the location of any such other office or agency.  SECTION 1003.  MONEY FOR SECURITY PAYMENTS TO BE HELD IN
TRUST.  If the Issuers shall at any
time act as their own Paying Agent, they will, on or before each due date of
the principal of or interest on any of the Securities, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal of or interest so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of its action or failure so to act.  Whenever the Issuers shall
have one or more Paying Agents for the Securities, they will, on or before
10:00 a.m. (New York City time) two business days prior to the due date of the
principal of or interest on any Securities, deposit with a Paying Agent a sum
sufficient to pay the principal or interest so becoming due, such sum to be
held in trust for the benefit of the Persons entitled to such principal or
interest, and (unless such Paying Agent is the Trustee) the Issuers will
promptly notify the Trustee of such action or any failure so to act.  Each amount payable
according to the preceding paragraph shall be paid unconditionally by credit
transfer in the payment currency and in same day, freely transferable cleared
funds no later than 10:00 a.m. (New York City time) on the relevant day to such
account at such bank as the Paying Agent may from time to time specify for such
purpose by written notice to the Issuers at least two business days prior to
the date on which the Issuers must effectuate such wire transfer.  The Issuers shall before 10:00 a.m. on the
second business day prior to the day on which the Paying Agent receives payment,
procure that the bank effecting payment for it confirm by telex or SWIFT MT100
message to the Paying Agent the payment instructions relating to such payment.  The Issuers will cause each
Paying Agent (other than the Trustee) to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will:  (1)           hold all sums held
by it for the payment of the principal of or interest on Securities in trust
for the benefit of the Persons entitled thereto until such sums shall be paid
to such Persons or otherwise disposed of as herein provided;  (2)           give the Trustee
notice of any default by the Issuers (or any other obligor upon the Securities)
in the making of any payment of principal or interest; and  61 
   (3)           at any time during
the continuance of any such default, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such Paying Agent.  The Issuers may at any time,
for the purpose of obtaining the satisfaction and discharge of this Indenture
or for any other purpose, pay, or by Issuer Order direct any Paying Agent to
pay, to the Trustee all sums held in trust by the Issuers or such Paying Agent,
such sums to be held by the Trustee upon the same trusts as those upon which
such sums were held by the Issuers or such Paying Agent; and, upon such payment
by any Paying Agent to the Trustee, such Paying Agent shall be released from
all further liability with respect to such sums.  Any money deposited with the
Trustee or any Paying Agent, or then held by the Issuers, in trust for the
payment of the principal of or interest on any Security and remaining unclaimed
for two years after such principal or interest has become due and payable shall
be paid to the Issuers on Issuer Request, or (if then held by the Issuers)
shall be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Issuers for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Issuers as trustee
thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Issuers cause to
be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in the
Borough of Manhattan, The City of New York, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such publication, any unclaimed balance of such
money then remaining will be repaid to the Issuers.  SECTION 1004.  CORPORATE EXISTENCE.  Subject to Article Eight,
the Issuers will do or cause to be done all things necessary to preserve and
keep in full force and effect the corporate existence, rights (charter and
statutory) and franchises of the Issuers and each Subsidiary; provided, however, that the Issuers shall
not be required to preserve any such right or franchise, or the existence of
any Subsidiary, if the Board of Directors of an Issuer shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
such Issuer and its Subsidiaries as a whole and that the loss thereof is not
disadvantageous in any material respect to the Holders; provided further that UPC Polska Finance
may dissolve or liquidate or merge with or into the Company to the extent
otherwise permitted hereunder.  SECTION 1005.  PAYMENT OF TAXES AND OTHER CLAIMS.  The Issuers will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (a) all taxes, assessments and governmental charges levied or
imposed upon an Issuer or any Subsidiary or upon the income, profits or
property of an Issuer or any Subsidiary and (b) all lawful claims for labor,
materials and supplies, which, if unpaid, might by law become a Lien upon the
property of an Issuer or any Subsidiary; provided,
however, that the Issuers shall not be required to pay or discharge
or cause to be paid or discharged any such  62 
   tax, assessment, charge or claim whose
amount, applicability or validity is being contested in good faith by
appropriate proceedings.  SECTION 1006.  MAINTENANCE OF PROPERTIES.  The Company will cause all
properties owned by the Company or any Subsidiary or used or held for use in
the conduct of its business or the business of any Subsidiary to be maintained
and kept in good condition, repair and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this
Section shall prevent the Company from discontinuing the maintenance of any of
such properties if such discontinuance is, in the judgment of the Company,
desirable in the conduct of its business or the business of any Subsidiary and
not disadvantageous in any material respect to the Holders.  SECTION 1007.  INSURANCE.  The Company will at all
times keep all of its and its Subsidiaries properties which are of an
insurable nature insured with insurers, believed by the Company to be
responsible, against loss or damage to the extent that property of similar
character is usually so insured by corporations similarly situated and owning
like properties.  SECTION 1008.  STATEMENT BY OFFICERS AS TO DEFAULT.  (a)           The Issuers will deliver to the
Trustee, within 120 days after the end of each fiscal year and within 45 days
after the end of each fiscal quarter (other than the last fiscal quarter of a
year), a brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his or her knowledge of
such Issuers compliance with all conditions and covenants under this
Indenture.  For purposes of this Section
1008(a), such compliance shall be determined without regard to any period of
grace or requirement of notice under this Indenture.  (b)           When any Default has occurred and is
continuing under this Indenture, or if the trustee for or the holder of any
other evidence of Indebtedness of an Issuer or any Subsidiary gives any notice
or takes any other action with respect to a claimed default (other than with
respect to Indebtedness in the principal amount of less than $5,000,000), such
Issuer shall deliver to the Trustee by registered or certified mail or by
telegram, telex or facsimile transmission an Officers Certificate specifying
such event, notice or other action within five Business Days of its occurrence.  SECTION 1009.  PROVISION OF FINANCIAL STATEMENTS AND
REPORTS.  Whether or not the Company
is subject to Section 13(a) or 15(d) of the Exchange Act, or any successor
provision thereto, the Company shall file with the Commission (if permitted by
Commission practice and applicable law and regulations) the annual reports,
quarterly reports and other documents which are required to be filed with the
Commission  63 
   pursuant to such Section 13(a) or 15(d) or any successor provision
thereto, such documents to be filed with the Commission on or prior to the
respective dates (the Required Filing Dates) required by such Section 13(a)
or 15(d) of the Exchange Act regardless of whether the Company is required to
file such documents. The Company shall also in any event (a) within 15 days of
each Required Filing Date (whether or not permitted or required to be filed
with the Commission) (i) transmit (or cause to be transmitted) by mail to all
holders of Securities, as their names and addresses appear in the applicable
Security Register, without cost to such holders, and (ii) file with the Trustee
copies of the annual reports, quarterly reports and other documents which the Company
is required to file with the Commission pursuant to the preceding sentence, or,
if such filing is not so permitted, information and data of a similar nature,
and (b) if, notwithstanding the preceding sentence, filing such documents by
the Company with the Commission is not permitted by Commission practice or
applicablelaw or
regulations, promptly upon written request supply copies of such documents to
any holder of Securities.  SECTION 1010.  LIMITATION ON ADDITIONAL INDEBTEDNESS.  (a)           The Company will not, and will not
permit any Restricted Subsidiary, directly or indirectly, to incur,
contingently or otherwise, any Indebtedness, except for Permitted Indebtedness;
provided, that the Company will
be permitted to incur Indebtedness if after giving pro forma effect to such incurrence (including the
application of the net proceeds therefrom), the ratio of (x) Total Consolidated
Indebtedness outstanding as of the date of such incurrence to (y) Pro Forma
Consolidated Operating Cash Flow would be greater than zero and less than or
equal to 4 to 1.  (b)           The Company will not issue any
Subordinated Indebtedness unless such Indebtedness by its terms expressly
prohibits the payment by the Company of any assets or securities (including
Common Stock) to the holders of such Subordinated Indebtedness prior to the
payment in full of the Securities in the event of a bankruptcy or
reorganization.  (c)           UPC Polska Finance will not incur any
Indebtedness other than Indebtedness under the Securities or this Indenture.  SECTION 1011.  LIMITATION ON RESTRICTED PAYMENTS.  (a)           The Company will not take, and will
not permit any Restricted Subsidiary to, directly or indirectly, take any of
the following actions:  (i)            declare or pay any
dividend or any other distribution on Capital Stock of the Company or any
payment made to the direct or indirect holders (in their capacities as such) of
Capital Stock of the Company (other than dividends or distributions payable
solely in Capital Stock (other than Redeemable Capital Stock) of the Company);  (ii)           purchase, redeem or
otherwise acquire or retire for value any Capital Stock of the Company (other
than any such Capital Stock owned by the Company or a Restricted Subsidiary) or
any Affiliate of the Company (other than any Restricted Subsidiary);  64 
   (iii)          make any principal
payment on, or repurchase, redeem, defease or otherwise acquire or retire for
value, prior to any scheduled principal payment, sinking fund payment or
maturity, any Subordinated Indebtedness of the Company (other than any
Subordinated Indebtedness held by a Restricted Subsidiary);  (iv)          make any Investment
(other than a Permitted Investment) in any Person (other than an Investment by
the Company or a Restricted Subsidiary in either (1) a Restricted Subsidiary or
the Company or (2) a Person that becomes a Restricted Subsidiary as a result of
such Investment);  (v)           create or assume any
guarantee of Indebtedness of any Affiliate of the Company (other than
guarantees of any Indebtedness of any Restricted Subsidiary by the Company or
any Restricted Subsidiary); or  (vi)          declare or pay any
dividend or any other distribution on any Capital Stock of any Restricted
Subsidiary to any Person (other than (1) dividends or distributions paid to the
Company or a Restricted Subsidiary and/or (2) pro
rata dividends or distributions on Common Stock of Restricted
Subsidiaries held by minority stockholders, provided that such dividends or
distributions do not in the aggregate exceed the minority stockholders pro rata share of such Restricted
Subsidiaries net income from the first day of the fiscal quarter beginning
immediately following the Issue Date);  (such payments or other actions described in
(but not excluded from) clauses (i) through (vi) are collectively referred to
as Restricted Payments), unless at the time of, and immediately after giving
effect to, the proposed Restricted Payment: (1) no Default or Event of Default
shall have occurred and be continuing, (2) the Company would be able to incur
at least $1.00 of additional Indebtedness (other than Permitted Indebtedness)
under the proviso of Section 1010(a); and (3) the aggregate amount of all
Restricted Payments declared or made after the Issue Date would not exceed an
amount equal to the sum of: (A) the difference between (x) the Cumulative
Available Cash Flow determined at the time of such proposed Restricted Payment
and (y) the product of (I) 1.5 and (II) the cumulative Consolidated Interest
Expense of the Company determined for the period commencing on the Issue Date
and ending on the last day of the latest fiscal quarter for which consolidated
financial statements of the Company are available preceding the date of such
Restricted Payment (or if such difference shall be a negative number, minus
100% of such number), plus (B)
the aggregate Net Cash Proceeds received by the Company either as capital
contributions to the Company after the Issue Date or from the issue or sale
(other than to a Restricted Subsidiary) of Capital Stock of the Company (other
than Redeemable Capital Stock) on or after the Issue Date, excluding in each
case any Net Cash Proceeds that are, promptly following receipt, invested in
accordance with clause (ii), (iii) or (vi) of clause (b) below and except to
the extent such Net Cash Proceeds are used to incur Indebtedness pursuant to
clause (i) of the definition of Permitted Indebtedness, plus (C) the aggregate Net Cash Proceeds
received by the Company on or after the Issue Date from the issuance or sale
(other than to a Restricted Subsidiary) of debt securities or Redeemable
Capital Stock of the Company that have been converted into or exchanged for
Capital Stock (other than Redeemable Capital Stock) of the Company to the
extent such securities were originally sold for cash, together with the
aggregate Net Cash Proceeds received by the Company (other than from a
Restricted Subsidiary) at the time of such conversion or exchange, plus (D) in the case of the disposition or
repayment of any  65 
   Investment (other than through share leasing
arrangements) constituting a Restricted Payment made after the Issue Date
(other than in the case contemplated by clause (E) hereof) an amount equal to
the lesser of the return of capital with respect to such Investment and the
cost of such Investment, in either case, less the cost of the disposition of
such Investment, plus (E) in the
case of Investments (other than through share leasing arrangements) made in any
Person other than a Restricted Subsidiary, an amount equal to the lesser of the
Fair Market Value of such Investments and the total amount of such Investments
constituting Restricted Payments if and when such Person becomes a Restricted
Subsidiary less any amounts previously credited pursuant to clause (D).  For
purposes of determining the amount expended for Restricted Payments, cash
distributed shall be valued at the face amount thereof and property other than
cash shall be valued at its Fair Market Value.  (b)           The provisions of this covenant shall
not prohibit, so long as, with respect to clauses (ii) through (vi), (viii) and
(ix) below, no Default or Event of Default shall have occurred and be
continuing:  (i) the payment of any dividend or other distribution within 60 days
after the date of declaration thereof if at such date of declaration such
payment complied with the provisions of this Indenture;  (ii) the purchase, redemption, retirement or other acquisition of any
shares of Capital Stock of the Company in exchange for, or out of the net cash
proceeds of the substantially concurrent issue and sale (other than to a
Restricted Subsidiary) of, shares of Capital Stock of the Company (other than
Redeemable Capital Stock);  (iii)
the purchase, redemption, retirement, defeasance or other acquisition of
Subordinated Indebtedness made by exchange for, or out of the net cash proceeds
of, a substantially concurrent issue or sale (other than to a Restricted
Subsidiary) of (1) Capital Stock (other than Redeemable Capital Stock) of the
Company or (2) other Subordinated Indebtedness so long as (A) the principal
amount of such new Indebtedness does not exceed the principal amount (or, if
such Subordinated Indebtedness being refinanced provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration thereof, such lesser amount as of the date of determination) of
the Subordinated Indebtedness being so purchased, redeemed, defeased, acquired
or retired, plus the lesser of
the amount of any premium required to be paid in connection with such
refinancing pursuant to the terms of the Subordinated Indebtedness being
refinanced or the amount of any premium reasonably determined by the Company as
necessary to accomplish such refinancing, plus, in either case, the amount of
expenses of the Company incurred in connection with such refinancing, (B) such
new Subordinated Indebtedness is subordinated to the Securities to the same
extent as such Subordinated Indebtedness so purchased, redeemed, defeased,
acquired or retired and (C) such new Subordinated Indebtedness has an Average
Life longer than the Average Life of the Securities and a final Stated Maturity
of principal later than the Stated Maturity of principal of the Securities;  66 
   (iv)
the extension by the Company and its Restricted Subsidiaries of trade credit to
Unrestricted Subsidiaries, represented by accounts receivable, extended on
usual and customary terms in the ordinary course of business;  (v)
Investments in a Person (other than a Restricted Subsidiary) that operates or
has been formed to operate a Cable/Telecommunications Business or that holds a
license to operate a Cable/Telecommunications Business in an amount not to
exceed $5 million (or the U.S. Dollar Equivalent thereof) at any one time
outstanding;  (vi)
Investments (other than through share leasing arrangements) in any Person
promptly made with the proceeds of a substantially concurrent issue or sale of
Capital Stock (other than Redeemable Capital Stock) of the Company;  (vii)
the payment of reasonable and customary regular compensation and fees to
directors of an Issuer or any Restricted Subsidiary who are not employees of
such Issuer or any Restricted Subsidiary;  (viii)
Investments in a Person (including any Management Company or any Unrestricted
Subsidiary) that produces or has been formed to produce television programming
or operates a business reasonably related thereto in an amount not to exceed $5
million (or the U.S. Dollar Equivalent thereof) in any year and not to exceed
$10 million (of the U.S. Dollar Equivalent thereof) at any one time
outstanding;  (ix)
any other Restricted Payments in an aggregate amount not to exceed $1.0 million
(or, if non-U.S. Dollar denominated, the U.S. Dollar Equivalent thereof) at any
one time outstanding.  In determining the amount of
Restricted Payments permissible under this covenant, amounts expended pursuant
to clauses (i), (v), (vi), (viii) and (ix) above shall be included as
Restricted Payments.  SECTION 1012.  LIMITATION ON
ISSUANCES AND SALES OF CAPITAL STOCK OF RESTRICTED SUBSIDIARIES.  (a)           The Company will not and will not permit any Restricted
Subsidiary to issue or sell any shares of Capital Stock of a Restricted
Subsidiary (other than to the Company or a Restricted Subsidiary); provided, however, that this covenant
shall not prohibit (i) the issuance and sale of all, but not less than all, of
the issued and outstanding Capital Stock of any Restricted Subsidiary in
compliance with the other provisions of this Indenture, (ii) issuances or sales
of Common Stock of a Restricted Subsidiary if (x) the proceeds of such issuance
or sale are applied in accordance with Section 1017 and (y) immediately after
giving effect thereto, the Company and its other Restricted Subsidiaries own no
less than 51% of the outstanding Voting Stock of such Restricted Subsidiary,
(iii) issuances or sales of Capital Stock of any Restricted Subsidiary in
connection with a Cable/Telecommunications Acquisition, or (iv) the ownership
by directors of directors qualifying shares or the ownership by foreign
nationals of Capital Stock of any Restricted Subsidiary, to the extent mandated
by applicable law.  67 
   (b)           The Company will not permit the direct or indirect
ownership of the Company or any Restricted Subsidiary in the Capital Stock of
any Management Company to fall below the lesser of (i) the maximum ownership
percentage permitted by applicable law and (ii) 51% of the outstanding Capital
Stock of such Management Company, provided,that
any increase in such ownership of the Capital Stock of any Management Company
required by any change in applicable law shall not be required to be completed
prior to 365 days from the effective date of such change in applicable law, provided further,that the Company and the
Restricted Subsidiaries may sell all, but not less than all, of their Capital
Stock of any Management Company in accordance with the provisions of Section
1017.  SECTION 1013.  LIMITATION ON
TRANSACTIONS WITH AFFILIATES.  (a)           The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, enter into or suffer to exist any
transaction or series of related transactions (including, without limitation,
the sale, purchase, exchange or lease of assets, property or services) with, or
for the benefit of, any Affiliate of the Company (other than the Company or a
Restricted Subsidiary) unless (i) such transaction or series of related
transactions is on terms that are no less favorable to the Company or such
Restricted Subsidiary, as the case may be, than those that could have been
obtained in an arms-length transaction with unrelated third parties who are
not Affiliates, (ii) with respect to any transaction or series of related
transactions involving aggregate consideration equal to or greater than $5
million, the Company shall have delivered an Officers Certificate to the
Trustee certifying that such transaction or series of related transactions
complies with clause (i) above and such transaction or series of related
transactions has been approved by a majority of the Directors of the Board of
Directors of the Company concluding that such transaction complies with clause
(i) above, and (iii) with respect to any transaction or series of related
transactions including aggregate consideration in excess of $15 million, the
Company shall obtain an opinion as to the fairness of such Transaction to the
Company from a financial point of view from a nationally recognized investment
banking firm (or if an investment banking firm is generally not qualified to
give such an opinion, by a nationally recognized appraisal firm or accounting
firm); provided, however, that
this provision will not restrict (1) any transaction by the Company or any
Restricted Subsidiary with an Affiliate directly related to the purchase, sale
or distribution of products in the ordinary course of business, including,
without limitation, transactions related to the purchase, sale or distribution
of programming, subscriber management services, transmission services and
services related to the publication of programming guides, provided, that such
transaction is determined in good faith by the Board of Directors of the
Company to be fair and reasonable (2) the Company from paying reasonable and
customary regular compensation and fees to directors of the Company or any
Restricted Subsidiary who are not employees of the Company or any Restricted
Subsidiary, including, without limitation, any such fees which the Company has
agreed to pay to any director pursuant to an agreement in effect on the Issue
Date and listed on Schedule A to this Indenture, (3) the payment of
compensation (including stock options and other incentive compensation) to
officers and other employees the terms of which are approved by the Board of
Directors of the Company, (4) any transactions pursuant to a Management
Agreement, (5) the Company or any Restricted Subsidiary from making any
Restricted Payment in compliance with Section 1011, (6) (x) transactions
pursuant to any Management Agreement, Overhead Agreement or Service Agreement
that is entered into prior to the Issue Date and is listed in Schedule A to
this Indenture; or (y) transactions pursuant to any Organizational Contract,
Overhead Agreement or  68 
   Service Agreement that is
entered into after the Issue Date and has substantially identical terms as, and
is no less favorable to the Company or any Restricted Subsidiary than, the
Organizational Contracts, Overhead Agreements or Service Agreements, as the
case may be, listed in Schedule A to this Indenture or, (7) amendments,
modifications or alterations of Management Agreements, Organizational
Contracts, Overhead Agreements and Service Agreements under (b) below.  (b)           The Company will not, and will not permit any Restricted
Subsidiary to, amend, modify, or in any way alter the terms of any Management
Agreement, Organizational Contract, Overhead Agreement or Service Agreement in
a manner materially adverse to the Company other than (i) by adding new
Restricted Subsidiaries to a Management Agreement, (ii) substituting one
Restricted Subsidiary in place of another Restricted Subsidiary under an
Organizational Contract, (iii) amendments, modifications or alterations
required by applicable law, (iv) amendments, modifications or alterations made
to increase the Companys control over, or interest in, any Management Company
or (v) amendments, modifications or alterations that are approved by a majority
of the Disinterested Directors of the Board of Directors of the Company as not
materially adverse to the Company.  SECTION 1014.  LIMITATION ON
LIENS.  The Company will not, and
will not permit any Restricted Subsidiary to, directly or indirectly, create,
incur, assume or suffer to exist any Lien of any kind, except for Permitted
Liens, on or with respect to any of its property or assets, whether owned at
the date of this Indenture or thereafter acquired, or any income, profits or
proceeds therefrom, or assign or otherwise convey any right to receive income
thereon, unless (x) in the case of any Lien securing Subordinated Indebtedness,
the Securities are secured by a Lien on such property, assets or proceeds that
is senior in priority to such Lien and (y) in the case of any other Lien, the
Securities are equally and ratably secured.  SECTION 1015.  LIMITATION ON
ISSUANCES OF GUARANTEES OF INDEBTEDNESS BY SUBSIDIARIES.  (a)           The Company will not permit any Restricted Subsidiary,
directly or indirectly, to guarantee, assume or in any other manner become
liable with respect to any Indebtedness of the Company unless such Restricted
Subsidiary simultaneously executes and delivers a supplemental indenture
providing for the guarantee of payment of the Securities by such Restricted
Subsidiary on a basis senior to any guarantee of Subordinated Indebtedness or
at least pari passu with any
guarantee of Pari Passu Indebtedness; provided,
that this paragraph (a) shall not be applicable to (i) any guarantee of any
Restricted Subsidiary that existed at the time such Person became a Restricted
Subsidiary (and was not incurred in contemplation of such Person becoming a
Restricted Subsidiary), or (ii) any guarantee of any Restricted Subsidiary of
Senior Bank Indebtedness.  (b)           Notwithstanding the foregoing, any guarantee of the
Securities created pursuant to the provisions described in the foregoing
paragraph (a) shall provide by its terms that it shall be automatically and
unconditionally released and discharged upon (i) any sale, exchange or
transfer, to any Person who is not an Affiliate of the Company, of all of the
Companys Capital Stock in, or all or substantially all the assets of, such
Restricted Subsidiary (which sale,  69 
   exchange or transfer is not
prohibited by this Indenture), or (ii) the release by the holders of the
Indebtedness of the Company described in the preceding paragraph of their
guarantee by such Restricted Subsidiary (including any deemed release upon payment
in full of all obligations under such Indebtedness, except by or as a result of
payment under such guarantee), at a time when (A) no other Indebtedness of the
Company has been guaranteed by such Restricted Subsidiary or (B) the holders of
all such other Indebtedness which is guaranteed by such Restricted Subsidiary
also release their guarantee by such Restricted Subsidiary (including any
deemed release upon payment in full of all obligations under such
Indebtedness).  SECTION 1016.  PURCHASE OF
SECURITIES UPON A CHANGE OF CONTROL.  If a Change of Control shall
occur at any time, then each holder of Securities shall have the right to
require that the Issuers purchase such holders Securities, in whole or in part
in integral multiples of $1,000 principal amount at maturity, at a purchase
price (the Change of Control Purchase Price) in cash in an amount equal to
100% of the principal amount at maturity of the Securities plus accrued and
unpaid interest, if any, to the date of purchase (the Change of Control
Purchase Date), pursuant to the offer described below (the Change of Control
Offer) and the other procedures set forth in this Indenture.  Within 30 days following any
Change of Control, the Issuers shall notify the Trustee thereof and give written
notice of such Change of Control to each holder of Securities by first-class
mail, postage prepaid, at the address of such holder appearing in the Security
Register, stating, among other things, (a) the purchase price and the purchase
date, which shall be a Business Day no earlier than 30 days nor later than 60
days from the date such notice is mailed, or such later date as is necessary to
comply with requirements under the Exchange Act; (b) that any Security not
tendered will continue to accrue interest or accrete original issue discount,
as applicable; (c) that, unless the Issuers default in the payment of the
purchase price, any Securities accepted for payment pursuant to the Change of
Control Offer shall cease to accrue interest after the Change of Control
Purchase Date; and (d) certain other procedures that a holder of Securities
must follow to accept a Change of Control Offer or to withdraw such acceptance.  The Issuers will comply with
the applicable tender offer rules, including Rule 14e-l under the Exchange Act,
and any other applicable securities laws and regulations in connection with a
Change of Control Offer.  The Issuers will not enter
into any agreement that would prohibit the Issuers from making a Change of
Control Offer to purchase the Securities or, if such Change of Control Offer is
made, to pay for the Securities tendered for purchase.  SECTION 1017.  LIMITATION ON
SALE OF ASSETS.  (a)           The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, engage in any Asset Sale unless (i) the
consideration received by the Company or such Restricted Subsidiary for such
Asset Sale is not less than the Fair Market Value of the shares or assets sold
(as determined by the Board of Directors of the Company, whose determination
shall be conclusive and evidenced by a Board Resolution) and (ii) the  70 
   consideration received by
the Company or the relevant Restricted Subsidiary in respect of such Asset Sale
consists of at least 75% cash or Cash Equivalents.  Notwithstanding the preceding sentence, the Company and its
Restricted Subsidiaries may consummate an Asset Sale without complying with
clause (ii) of the immediately preceding sentence if at least 75% of the
consideration for such Asset Sale consists of any combination of cash, Cash
Equivalents and those items described in clause (b)(ii) or (b)(iii) below.  (b)           If the Company or any Restricted Subsidiary engages in an
Asset Sale, the Company may use the Net Cash Proceeds thereof, within 12 months
after the later of such Asset Sale or the receipt of such Net Cash Proceeds,
(i) to permanently repay or prepay any then outstanding Senior Bank
Indebtedness of the Company or a Restricted Subsidiary, any then outstanding
Indebtedness of a Restricted Subsidiary or any other then outstanding
unsubordinated Indebtedness of the Company, (ii) to invest in the Capital Stock
of any Person that becomes a Restricted Subsidiary as a result of such
investment or that is received in connection with a Permitted Investment made
under clause (g), (h) or (i) of the definition thereof, make capital
expenditures (including lease payments for one or more capital assets) or
invest in other tangible assets of the Company or any Restricted Subsidiary, in
each case, engaged, used or useful in the Cable/Telecommunications Business,
the DTH Business or the Entertainment/Programming Business of the Company and
its Restricted Subsidiaries (or enter into a legally binding agreement to do so
within six months of the date on which such agreement is executed) or (iii) to
invest in properties or assets that replace the properties and assets that are
the subject to such Asset Sale (or enter into a legally binding agreement to do
so within six months of the date on which such agreement is executed).  If any such legally binding agreement to
invest such Net Cash Proceeds is terminated, then the Company may, within 90
days of such termination or within 12 months of such Asset Sale, whichever is
later, apply or invest such Net Cash Proceeds as provided in clause (ii) or
(iii) (without regard to the parenthetical contained in clauses (ii) or (iii))
above.  The amount of such Net Cash
Proceeds not so used as set forth above in this paragraph (b) constitutes
Excess Proceeds.  (c)           When the aggregate amount of Excess Proceeds exceeds $5
million the Issuers shall, within 30 business days, make an offer to purchase
(an Excess Proceeds Offer) from all holders of Securities, on a pro rata basis, in accordance with the
procedures set forth below, the maximum principal amount of Securities that may
be purchased with the Excess Proceeds. 
The offer price shall be payable in cash in an amount equal to 100% of
the principal amount of such Securities plus accrued and unpaid interest, if
any (the Offered Price), to the date such Excess Proceeds Offer is
consummated (the Offer Date).  To the
extent that the aggregate principal amount of the Securities tendered pursuant
to an Excess Proceeds Offer is less than the Excess Proceeds relating thereto,
the Issuers may use such additional Excess Proceeds for general corporate
purposes.  If the principal amount of
Securities validly tendered and not withdrawn by holders thereof exceeds the
Excess Proceeds, Securities to be purchased will be selected on a pro rata basis.  Upon completion of such offer to purchase, the amount of Excess
Proceeds shall be reset to zero.  (d)           If the Issuers become obligated to make an Excess Proceeds
Offer pursuant to clause (c) above, the Securities shall be purchased by the
Issuers, at the option of the holder thereof, in whole or in part in integral
multiples of $1,000 on a date that is not earlier than 30 days and not later
than 60 days from the date the notice is given to holders, or such later date  71 
   as may be necessary for the
Issuers to comply with any applicable requirements under the Exchange Act,
subject to proration in the event the amount of Excess Proceeds is less than
the aggregate Offered Price of all Securities tendered.  (e)           The Issuers will comply with the tender offer rules under
the Exchange Act, if applicable, in connection with an Excess Proceeds Offer.  SECTION 1018.  LIMITATION ON
DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED SUBSIDIARIES.  The Company will not, and
will not permit any Restricted Subsidiary to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any encumbrance or
restriction of any kind on the ability of any Restricted Subsidiary to (a) pay
dividends, in cash or otherwise, or make any other distributions to the Company
or any Restricted Subsidiary on or in respect of its Capital Stock, (b) pay any
Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans
or advances to the Company or any other Restricted Subsidiary, (d) transfer any
of its properties or assets to the Company or any other Restricted Subsidiary
or (e) guarantee Indebtedness of the Company or any Restricted Subsidiary,
except in all such cases for such encumbrances or restrictions existing under
or by reason of (i) any agreement or instrument in effect on the Issue Date and
listed on Schedule D attached to this Indenture, (ii) applicable law or
regulation (including corporate governance provisions required by applicable
law and regulations of the National Bank of Poland), (iii) customary
non-assignment provisions of any lease governing a leasehold interest of the
Company or any Restricted Subsidiary, (iv) any agreement or other instrument of
a Person acquired by the Company or any Restricted Subsidiary in existence at
the time of such acquisition (but not created in contemplation thereof), which
encumbrance or restriction is not applicable to any Person, or the properties
or assets of any Person, other than the Person, or the property or assets of
the Person, so acquired, (v) any mortgage or other Lien on real property
acquired or improved by the Company or any Restricted Subsidiary after the
Issue Date that prohibits transfers of the type described in (d) above with
respect to such real property, (vi) with respect to a Restricted Subsidiary, an
agreement that has been entered into for the sale or disposition of all or
substantially all of the Companys Capital Stock in, or substantially all the
assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness
incurred under the agreements listed on Schedule D attached to this Indenture
or described in clause (v) above, so long as such encumbrances or restrictions
are no less favorable in any material respect to the Company or any Restricted
Subsidiary than those contained in the respective agreement as in effect on the
date of this Indenture, (viii) any such customary encumbrance or restriction
contained in a security document creating a Lien permitted under this Indenture
to the extent relating to the property or asset subject to such Lien, (ix) any
agreement or instrument governing or relating to Senior Bank Indebtedness (an
Indebtedness Instrument) if such encumbrance or restriction applies only (X)
to amounts which at any point in time (other than during such periods as are
described in the following clause (Y)) (1) exclude amounts due and payable (or
which are to become due and payable within 30 days) in respect of the Securities
or this Indenture for interest and principal (after giving effect to any
realization by the Company under any applicable Currency Agreement), or (2) if
paid, would result in an event described in the following clause (Y) of this
sentence, or (Y) during the pendency of any event that causes, permits or,
after notice or lapse of time, would cause or permit the holder(s) of the
Senior Bank Indebtedness governed by the  72 
   Indebtedness Instrument to
declare any such Indebtedness to be immediately due and payable or require cash
collateralization or cash cover for such Indebtedness for so long as such cash
collateralization or cash cover has not been provided, (x) any agreement,
instrument, encumbrance or restriction arising or agreed to in the ordinary
course of business, not relating to any Indebtedness and that do not
individually, or together with all such encumbrances or restrictions, detract
from the value of property or assets of the Company or any Restricted
Subsidiary in any manner material to the Company or any Restricted Subsidiary
and (xi) with respect to clause (d) above, any license agreement entered in the
ordinary course of business whereby the Company or any other Restricted
Subsidiary grants a license of programming or other intellectual property to
any other Person and such license agreement prohibits or encumbers the transfer
of the licensed property.  SECTION 1019.  LIMITATION ON
INVESTMENTS IN UNRESTRICTED SUBSIDIARIES.  The Company will not make,
and will not permit any of its Restricted Subsidiaries to make, any Investments
in Unrestricted Subsidiaries (other than Permitted Investments) if, at the time
thereof, the amount of such Investment would exceed the amount of Restricted
Payments then permitted to be made pursuant to Section 1011. Any Investments in
Unrestricted Subsidiaries permitted to be made pursuant to this covenant (a)
will be treated as the making of a Restricted Payment in calculating the amount
of Restricted Payments made by the Company or a Restricted Subsidiary (without
duplication under the provisions of clause (a) of paragraph (iv) of Section
1011 and (b) may be made in cash or property (if made in property, the Fair
Market Value thereof as determined by the Board of Directors of the Company
(whose determination shall be conclusive and evidenced by a Board Resolution)
shall be deemed to be the amount of such Investment for the purpose of clause
(a)).  SECTION 1020.  LIMITATION ON
LINES OF BUSINESS.  (a)           The Company will not, and will not permit any Restricted
Subsidiary to, engage in any business other than the Cable/Telecommunications
Business, the Entertainment/Programming Business or the DTH Business or any
business or activity reasonably related thereto, including the operation of a
subscriber management or service business.  (b)           UPC Polska Finance shall not have any Subsidiaries nor
shall it have any business operations or source of income of its own.  SECTION 1021.  WAIVER OF
CERTAIN COVENANTS.  The Issuers may omit in any
particular instance to comply with any term, provision or condition set forth
in Sections 1007 through 1020, inclusive, if before or after the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities, by Act of such Holders, waive such compliance in such
instance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall  73 
   become effective, the obligations of the Issuers and the duties of the
Trustee in respect of any such term, provision or condition shall remain in
full force and effect.  SECTION 1022.  RELATIONSHIP
OF ISSUERS.  Each Issuer, jointly and
severally, covenants and agrees to be bound by the terms and conditions of this
Indenture.  ARTICLE ELEVEN  REDEMPTION
OF SECURITIES  SECTION 1101.  RIGHT OF
REDEMPTION.  (a)           The Securities will be redeemable at the option of the
Issuers, in whole or in part, from time to time, at any time after the Issue
date on not less than 15 or more than 30 days prior notice upon payment of the
outstanding principal amount of the Securities to be redeemed, together with
accrued and unpaid interest thereon, if any, to the redemption date.  (b)           The Issuers will redeem or purchase Securities in
denominations of $1,000 principal amount at maturity and integral multiples
thereof in accordance with the terms of this Indenture unless the Securities
are in denominations of less than $1,000 principal amount at maturity.  In such events, the Securities will be
redeemed or purchased in multiples of the denomination in which the Securities
are then denominated.  SECTION 1102.  APPLICABILITY OF ARTICLE.  Redemption of Securities at
the election of the Issuers or otherwise, as permitted or required by any
provision of this Indenture, shall be made in accordance with such provision
and this Article.  SECTION 1103.  ELECTION TO
REDEEM; NOTICE TO TRUSTEE.  The election of the Issuers
to redeem any Securities pursuant to Section 1101 shall be evidenced by a Board
Resolution of each Issuer.  In case of
any redemption at the election of the Issuers, the Issuers shall, at least 30
days prior to the Redemption Date fixed by the Issuers (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee in writing of such
Redemption Date and of the principal amount of Securities to be redeemed and
shall deliver to the Trustee such documentation and records as shall enable the
Trustee to select the Securities to be redeemed pursuant to Section 1104.  74 
   SECTION 1104.  SELECTION BY
TRUSTEE OF SECURITIES TO BE REDEEMED.  If less than all the
Securities are to be redeemed, the particular Securities to be redeemed shall
be selected not more than 30 days prior to the Redemption Date by the Trustee
by such method as the Trustee shall deem fair and appropriate; provided, however, that no partial
redemption shall reduce the portion of the principal amount of a Security not
redeemed to less than $100.  The Trustee shall promptly
notify the Issuers in writing of the Securities selected for redemption and, in
the case of any Securities selected for partial redemption, the principal
amount thereof to be redeemed.  For all purposes of this
Indenture, unless the context otherwise requires, all provisions relating to
redemption of Securities shall relate, in the case of any Security redeemed or
to be redeemed only in part, to the portion of the principal amount of such
Security which has been or is to be redeemed.  SECTION 1105.  NOTICE OF
REDEMPTION.  Notice of redemption shall
be given in the manner provided for in Section 106 not less than 15 or more
than 30 days prior to the Redemption Date, to each Holder of Securities to be
redeemed at its registered address.  All notices of redemption
shall state:  (1)           the Redemption Date,  (2)           the Redemption Price
and the amount of accrued interest to the Redemption Date payable as provided
in Section 1107, if any,  (3)           if less than all
Outstanding Securities are to be redeemed, the identification (and, in the case
of a partial redemption, the principal amounts) of the particular Securities to
be redeemed,  (4)           in case any Security
is to be redeemed in part only, the notice which relates to such Security shall
state that on and after the Redemption Date, upon surrender of such Security,
the holder will receive, without charge, a new Security or Securities of
authorized denominations for the principal amount thereof remaining unredeemed,  (5)           that on the
Redemption Date the Redemption Price (and accrued interest, if any, to the
Redemption Date payable as provided in Section 1107) will become due and
payable upon each such Security, or the portion thereof, to be redeemed, and
that interest thereon will cease to accrue on and after said date, and  (6)           the place or places
where such Securities are to be surrendered for payment of the Redemption Price
and accrued interest, if any.  75 
   Notice of redemption of
Securities to be redeemed at the election of the Issuers shall be given by the
Issuers or, at the Issuers request, by the Trustee in the name and at the
expense of the Issuers.  SECTION 1106.  DEPOSIT OF REDEMPTION PRICE.  Prior to any Redemption
Date, the Issuers shall deposit with the Trustee or with a Paying Agent (or, if
the Issuers are acting as their own Paying Agent, segregate and hold in trust
as provided in Section 1003) an amount of money sufficient to pay the
Redemption Price of, and accrued interest on, all the Securities which are to
be redeemed on that date.  SECTION 1107.  SECURITIES PAYABLE ON REDEMPTION DATE.  Notice of redemption having
been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified (together with accrued interest, if any, to the Redemption Date), and
from and after such date (unless the Issuers shall default in the payment of
the Redemption Price and accrued interest) such Securities shall cease to bear
interest.  Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be
paid by the Issuers at the Redemption Price, together with accrued interest, if
any, to the Redemption Date; provided,
however, that installments of interest whose Stated Maturity is on
or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 309.  If any Security called for
redemption shall not be so paid upon surrender thereof for redemption, the
principal shall, until paid, bear interest from the Redemption Date at the rate
borne by the Securities.  SECTION 1108.  SECURITIES REDEEMED IN PART.  Any Security which is to be
redeemed only in part shall be surrendered at the office or agency of the
Issuers maintained for such purpose pursuant to Section 1002 (with, if the
Issuers or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Issuers and the Trustee duly executed
by, the Holder thereof or such Holders attorney duly authorized in writing),
and the Issuers shall execute, and the Trustee shall authenticate and deliver
to the Holder of such Security without service charge, a new Security or
Securities, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.  76 
   ARTICLE TWELVE  [RESERVED]  ARTICLE THIRTEEN  DEFEASANCE
AND COVENANT DEFEASANCE  SECTION 1301.  ISSUERS OPTION TO EFFECT DEFEASANCE OR
COVENANT DEFEASANCE.  The Issuers may, at their
option and at any time, with respect to the Securities, elect to have either
Section 1302 or Section 1303 be applied to all Outstanding Securities upon
compliance with the conditions set forth below in this Article Thirteen.  SECTION 1302.  DEFEASANCE AND DISCHARGE.  Upon the Issuers exercise
under Section 1301 of the option applicable to this Section 1302, the Issuers
shall be deemed to have been discharged from their obligations with respect to
all Outstanding Securities on the date the conditions set forth in Section 1304
are satisfied (hereinafter, defeasance). 
For this purpose, such defeasance means that the Issuers shall be deemed
to have paid and discharged the entire Indebtedness represented by the
Outstanding Securities, which shall thereafter be deemed to be Outstanding
only for the purposes of Section 1305 and the other Sections of this Indenture
referred to in clauses (A) and (B) of this Section 1302, and to have satisfied
all its other obligations under such Securities and this Indenture insofar as
such Securities are concerned (and the Trustee, at the expense of the Issuers,
shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of Outstanding Securities to receive,
solely from the trust fund described in Section 1304 and as more fully set
forth in such Section, payments in respect of the principal of and interest on
such Securities when such payments are due, (B) the Issuers obligations with
respect to such Securities under Sections 304, 305, 308, 1002 and 1003, (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (D)
this Article Thirteen.  Subject to
compliance with this Article Thirteen, the Issuers may exercise its option
under this Section 1302 notwithstanding the prior exercise of its option under
Section 1303 with respect to the Securities.  SECTION 1303.  COVENANT DEFEASANCE.  Upon the Issuers exercise
under Section 1301 of the option applicable to this Section 1303, the Issuers
shall be released from their obligations under any covenant contained in
Section 801 (3) and in Sections 1007 through 1020 with respect to the
Outstanding Securities on and after the date the conditions set forth in
Section 1304 are satisfied (hereinafter, covenant defeasance), and the
Securities shall thereafter be deemed not to be Outstanding for the purposes
of any direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed Outstanding for all other purposes hereunder.  For this purpose, such covenant defeasance
means that, with respect to the Outstanding Securities, the Issuers may omit to
comply with and  77 
   shall have no liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision
herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 501(4), but, except
as specified above, the remainder of this Indenture and such Securities shall
be unaffected thereby.  SECTION 1304.  CONDITIONS TO DEFEASANCE OR COVENANT
DEFEASANCE.  The following shall be the
conditions to application of either Section 1302 or Section 1303 to the
Outstanding Securities:  (1)           The Issuers shall
irrevocably deposit or cause to be deposited with the Trustee (or another
trustee satisfying the requirements of Section 607 who shall agree to comply
with the provisions of this Article Thirteen applicable to it) as trust funds
in trust for the purpose of making the following payments, specifically pledged
as security for, and dedicated solely to, the benefit of the Holders of such
Securities, (A) money in United States Dollars, (B) U.S. Government
Obligations, or (C) a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent
public accountants, or a nationally recognized investment banking firm, to pay
and discharge (i) the principal of and interest on the relevant Outstanding
Securities on the Stated Maturity (or upon redemption, if applicable) of such
principal or installment of interest and (ii) any mandatory redemption or
analogous payments applicable to the Outstanding Securities on the day on which
such payments are due and payable in accordance with the terms of this
Indenture and of such Securities; provided,
that the Trustee shall have been irrevocably instructed to apply such money or
the proceeds of such U.S. Government Obligations to said payments with respect
to the Securities.  For this purpose,
U.S. Government Obligations means securities that are (x) direct obligations
of the United States of America for the timely payment of which its full faith
and credit is pledged or (y) obligations of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States of America
the timely payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act), as custodian with respect to any such U.S. Government
Obligation or a specific payment of principal of or interest on any such U.S.
Government Obligation held by such custodian for the account of the holder of
such depository receipt, provided,
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal of or interest on the U.S.
Government Obligation evidenced by such depository receipt.  (2)           No Default or Event
of Default with respect to the Securities shall have occurred and be continuing
on the date of such deposit or, insofar as paragraphs (8) and (9) of Section
501 hereof are concerned, at any time during the period ending on the 91st  78 
   day
after the date of such deposit (it being understood that this condition shall
not be deemed satisfied until the expiration of such period).  (3)           Such defeasance or
covenant defeasance shall not result in a breach or violation of, or constitute
a default under any material agreement or instrument (other than this
Indenture) to which an Issuer is a party or by which it is bound.  (4)           In the case of an
election under Section 1302, each Issuer shall have delivered to the Trustee an
Opinion of Counsel in the United States stating that (x) the Issuers have received
from, or there has been published by, the Internal Revenue Service a ruling, or
(y) since the effective date of the Registration Statement there has been a
change in the applicable federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of the
Outstanding Securities will not recognize income, gain or loss for federal
income tax purposes as a result of such defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such defeasance had not occurred.  (5)           In the case of an
election under Section 1303, each Issuer shall have delivered to the Trustee an
Opinion of Counsel in the United States to the effect that the Holders of the
Outstanding Securities will not recognize income, gain or loss for federal
income tax purposes as a result of such covenant defeasance and will be subject
to federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such covenant defeasance had not occurred.  (6)           Each Issuer shall
have delivered to the Trustee an Opinion of Counsel in the United States to the
effect that after the 91st day following the deposit or after the date such
opinion is delivered, the trust funds will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors rights generally.  (7)           Each Issuer shall
have delivered to the Trustee an Officers Certificate stating that the deposit
was not made by such Issuer with the intent of preferring the Holders of the
Securities over the other creditors of the Issuers with the intent of
hindering, delaying or defrauding creditors of the Issuers.  (8)           Each Issuer shall
have delivered to the Trustee an Officers Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for relating to
either the defeasance under Section 1302 or the covenant defeasance under
Section 1303 (as the case may be) have been complied with.  SECTION 1305.  DEPOSITED MONEY AND U.S. GOVERNMENT
OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.  Subject to the provisions of
the last paragraph of Section 1003, all money and U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 1305, the
Trustee) pursuant to Section 1304 in respect of the Outstanding Securities
shall be held in trust and applied by the  79 
   Trustee, in accordance with the provisions of
such Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Issuers acting as their own Paying Agent) as
the Trustee may determine, to the Holders of such Securities of all sums due
and to become due thereon in respect of principal and interest, but such money
need not be segregated from other funds except to the extent required by law.  The Issuers shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the U.S. Governmental Obligations deposited pursuant to
Section 1304 or the principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the
Holders of the Outstanding Securities.  Anything in this Article
Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to
the Issuers from time to time upon Issuer Request any money or U.S. Government
Obligations held by it as provided in Section 1304 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect an equivalent
defeasance or covenant defeasance, as applicable, in accordance with this
Article.  SECTION 1306.  REINSTATEMENT.  If the Trustee or any Paying
Agent is unable to apply any money in accordance with Section 1305 by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Issuers
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to Section 1302 or 1303,
as the case may be, until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 1305; provided, however, that if the Issuers
make any payment of principal of or interest on any following the reinstatement
of their obligations, the Issuers shall be subrogated to the rights of the
Holders to receive such payment from the money held by the Trustee or Paying
Agent.  80 
   IN WITNESS WHEREOF, the
parties hereto have caused this Indenture to be duly executed, and their
respective corporate seals to be hereunto affixed and, in the case of the
Issuers, attested, all as of the day and year first above written.  UPC POLSKA, INC.[SEAL]
  By:Title:Attest:Title:UPC POLSKA FINANCE, INC.[SEAL]
  By:Title:Attest:Title:WILMINGTON TRUST COMPANY[SEAL]
  By:Title:  81 
   SCHEDULE A  EXISTING
MANAGEMENT AGREEMENTS, OVERHEAD AGREEMENTS, SERVICE AGREEMENTS AND ORGANIZATIONAL CONTRACTS  
   SCHEDULE B  ISSUER
AND RESTRICTED SUBSIDIARY INDEBTEDNESS OUTSTANDING ON THE ISSUE DATE  
   SCHEDULE C  LIENS
EXISTING ON THE ISSUE DATE  
   SCHEDULE D  AGREEMENTS
NOT RESTRICTED UNDER SECTION 1018  
   EXHIBIT A  CUSIP
No:  (Front
of Security)  No.
  
  $  UPC
POLSKA, INC.  UPC
POLSKA FINANCE, INC.  Senior
Note due 2006  UPC POLSKA, INC. (UPC Polska), a Delaware
corporation, and UPC POLSKA FINANCE, INC. (UPC Polska Finance, and together
with UPC Polska, the Issuers, which term includes any successor under the
Indenture hereinafter referred to), a Delaware corporation, for value received,
promise to pay to
[                ],
or its registered assigns, the principal sum of
[                ]
($[          ]) on [September
30, 2006].  Interest Payment Dates:
[          ], and
[                ],
commencing [     ], 2003.  Record Dates:
[                ]
and
[                ]
(whether or not a Business Day).  Additional provisions of this Security are
set forth on the other side of this Security.  Dated:UPC POLSKA, INC.By:Name:Title:By:Name:Title:  
   UPC POLSKA FINANCE, INC.By:Name:Title:By:Name:Title:  2 
   (Trustees Certificate of Authentication)  This is one of the Securities referred
to in the within-mentioned Indenture  WILMINGTON TRUST COMPANY,
  as TrusteeBy:Authorized Signatory  3 
   UPC POLSKA, INC. UPC POLSKA FINANCE, INC. Senior Note due 2006  1.PRINCIPAL AND
INTEREST  The Issuers will pay the principal of this Senior Note on [September
30, 2006].  The Issuers promise to pay cash interest on the principal amount of
this Senior Note on each Interest Payment Date, as set forth below, at the rate
of 9% per annum on the principal amount at maturity of
$[           ]
commencing on
[                    ],
2003, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, payable on
[              ,
2003] and semi-annually thereafter on
[                ]
and
[                ]
in each year and at said Stated Maturity, until the principal thereof is paid
or duly provided for.  In the case of a default in payment of the amount due at Maturity, the
amount due on the Securities shall bear interest at a rate of 11% per annum (to
the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such default to the date the payment of
such amount has been made or duly provided for.  Interest on any overdue principal amount shall be payable on
demand.  Cash Interest on this Senior Note will accrue from the most recent date
to which interest has been paid on this Senior Note or, if no interest has been
paid, from
[              ],
2003; provided, that if there is
no existing default in the payment of interest and if this Senior Note is
authenticated between a Regular Record Date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such
Interest Payment Date. Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months. Interest of 9% will be calculated on the
principal amount at maturity of
$[          ].  The Issuers shall pay interest on overdue principal and interest on
overdue installments of interest, to the extent lawful, at a rate per annum of
[11%].  2.METHOD OF
PAYMENT  The Issuers will pay cash interest (except defaulted interest) on the
principal amount of the Senior Notes on each
[                ]
and [                    ],
commencing
[                ],
2003, to the persons who are Holders (as reflected in the Senior Note Register
at the close of business on the April 1 and October 1 immediately preceding the
Interest Payment Date), in each case; provided,
that with respect to the payment of principal, the Issuers will make payment to
the Holder that surrenders this Senior Note to any Paying Agent on or after
[             ,
2006].  The Issuers will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. However, the Issuers may pay principal and interest by its check
payable in such money. The Issuers may mail an interest check to a Holders
registered address (as reflected in the Senior Note Register). If a payment
date is a  4 
   date other than a Business Day at a place of payment, payment may be
made at that place on the next succeeding day that is a Business Day and no
interest shall accrue for the intervening period.  3.PAYING AGENT
AND SENIOR NOTE REGISTRAR.  Initially, the Trustee will act as Paying Agent and Senior Note
Registrar. The Issuers may change any Paying Agent or Senior Note Registrar
upon written notice thereto. The Issuers, any Subsidiary or any Affiliate of
any of them may act as Paying Agent, Senior Note Registrar or co-registrar.  4.INDENTURE;
LIMITATIONS.  The Issuers issued the Senior Notes under an Indenture dated as of
[September     ], 2003 (the Indenture), between the
Issuers and Wilmington Trust Company, as trustee (the Trustee). Capitalized
terms herein are used as defined in the Indenture unless otherwise indicated.
The terms of the Senior Notes include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act.  The Senior Notes are subject to all such
terms, and Holders are referred to the Indenture for a statement of all such
terms. To the extent permitted by applicable law, in the event of any inconsistency
between the terms of this Senior Note and the terms of the Indenture, the terms
of the Indenture shall control.  The Senior Notes are senior unsecured obligations of the Issuers
ranking pari passu in right of
payment with all other existing and future unsubordinated obligations of the
Issuers and senior in right of payment to any existing and future obligations
of the Issuers expressly subordinated in right of payment to the Senior Notes.
The Indenture limits the aggregate principal amount at maturity of the Senior
Notes to $[           ].  5.OPTIONAL
REDEMPTION.  The Senior Notes will be redeemable at the option of the Issuers, in
whole or in part, from time to time, at any time on or after the Issue Date on
not less than 30 or more than 60 days prior notice upon payment of the
outstanding principal amount of the Securities, together with accrued interest,
if any, to the redemption date.  The Issuers will redeem or purchase Senior Notes in denominations of
$1,000 principal amount at maturity and integral multiples thereof in
accordance with the terms of the Indenture unless the Senior Notes are in
denominations of less than $1,000 principal amount at maturity.  In such events, the Senior Notes will be redeemed
or purchased in multiples of the denomination in which the Senior Notes are
then denominated.  Notice of a redemption will be mailed at least 30 days but not more
than 60 days before the Redemption Date to each Holder to be redeemed at such
Holders last address as it appears in the Senior Note Register. Senior Notes
in original denominations larger than $1.00 principal amount at maturity may be
redeemed in part in integral multiples of $1.00 principal amount at maturity.
On and after the Redemption Date, interest will cease to accrue on Senior Notes
or portions of Senior Notes called for redemption, unless the Issuers default
in the payment of the Redemption Price.  5 
   6.             REPURCHASE UPON A
CHANGE IN CONTROL AND ASSET SALES.  (a) Upon the occurrence of a Change of Control, each holder of Senior
Notes shall have the right to require that the Issuers purchase such holders
Senior Notes, in whole or in part in integral multiples of $1.00 principal
amount at maturity, at a purchase price in cash of 100% of the outstanding
principal amount thereof on the redemption date, plus accrued and unpaid
interest, if any, to the date of purchase (subject to the right of holders of
record on relevant record dates to receive interest due on relevant interest payment
dates), and (b) upon the occurrence of an Asset Sale, the Issuers may be
obligated to make an offer to purchase all or a portion of the outstanding
Senior Notes with a portion of the Net Cash Proceeds of such Asset Sale at a
redemption price of 100% of the outstanding principal amount thereof on the
redemption date plus accrued and unpaid interest, if any, to the date of
purchase.  7.DENOMINATIONS;
TRANSFER; EXCHANGE.  The Senior Notes are in registered form without coupons, in
denominations of $1.00 principal amount at maturity and any integral multiple
thereof. Under the Terms of the Indenture, the Issuers may convert, at its
option and to the extent practical, the Senior Notes to denominations of $1,000
principal amount at maturity, so long as such conversion is not adverse to
Holders. A Holder may register the transfer or exchange of Senior Notes in
accordance with the Indenture. The Senior Note Registrar may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and to pay any taxes and fees required by law or permitted by the Indenture.
The Senior Note Registrar need not register the transfer or exchange of any
Senior Notes selected for redemption (except the unredeemed portion of any
Senior Note being redeemed in part). Also, it need not register the transfer or
exchange of any Senior Notes for a period of 15 days before a selection of
Senior Notes to be redeemed is made.  8.PERSONS DEEMED
OWNERS.  A Holder may be treated as the owner of a Senior Note for all purposes.  9.UNCLAIMED
MONEY.  If money for the payment of principal or interest remains unclaimed for
two years, the Trustee and the Paying Agent will pay the money back to the
Issuers at their request. After that, Holders entitled to the money must look
to the Issuers for payment, unless an abandoned property law designates another
Person, and all liability of the Trustee and such Paying Agent with respect to
such money shall cease.  10.AMENDMENT;
SUPPLEMENT; WAIVER.  Subject to certain exceptions, the Indenture or the Senior Notes may be
amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount at maturity of the Senior Notes then outstanding,
and any existing default or compliance with any provision may be waived with
the consent of the Holders of a majority in aggregate principal amount at
maturity of the Senior Notes then outstanding. Without notice to or the  6 
   consent of any Holder, the parties thereto may amend or supplement the
Indenture or the Senior Notes to, among other things, cure any ambiguity or
inconsistency and make any change that does not materially adversely affect the
rights of any Holder.  12.RESTRICTIVE
COVENANTS.  The Indenture contains certain covenants, including, without
limitation, covenants with respect to the following matters: (i) Indebtedness;
(ii) Restricted Payments; (iii) issuances and sales of Subsidiary stock; (iv)
transactions with Affiliates; (v) Liens; (vi) guarantees of Indebtedness by
Subsidiaries; (vii) purchase of Notes upon a Change of Control; (viii) Asset
Sales and disposition of the proceeds thereof; (ix) dividends and other payment
restrictions affecting Subsidiaries; (x) investments in Unrestricted Subsidiaries;
(xi) merger and certain transfers of assets; and (xii) lines of business. At
the end of each quarter and fiscal year, the Issuers must report to the Trustee
on compliance with such limitations.  13.SUCCESSOR
PERSONS.  When a successor person or other entity assumes all the obligations of
its predecessor under the Senior Notes and the Indenture, the predecessor
person will be released from those obligations.  14.REMEDIES FOR
EVENTS OF DEFAULT.  If an Event of Default, as defined in the Indenture, occurs and is
continuing, the Trustee or the Holders of not less than 25% in principal amount
at maturity of the Senior Notes then outstanding, by written notice to the
Issuers (and to the Trustee, if such notice is given by the Holders) may
declare all the Senior Notes to be immediately due and payable and upon any
such declaration all such amounts payable in respect of the Senior Notes shall
become immediately due and payable. If a bankruptcy or insolvency default with
respect to the Issuers or any of the Significant Subsidiaries occurs and is
continuing, the Senior Notes and all such amounts payable in respect of the
Senior Notes shall automatically become immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder of Senior
Notes. Holders may not enforce the Indenture or the Senior Notes except as
provided in the Indenture. The Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Senior Notes. Subject to certain
limitations, Holders of at least a majority in principal amount of the Senior
Notes then outstanding may direct the Trustee in its exercise of any trust or
power.  15.TRUSTEE
DEALINGS WITH ISSUERS.  The Trustee under the Indenture, in its individual or any other capacity,
may become the owner or pledgee of Senior Notes and may make loans to, accept
deposits from, perform services for, and otherwise deal with, the Issuers and
their Affiliates as if it were not the Trustee.  16.AUTHENTICATION.  This Senior Note shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Senior Note.  7 
   17.ABBREVIATIONS.  Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors
Act).  18.DEFEASANCE.  The Indenture contains provisions for defeasance, at any time, of the
Indebtedness represented by this Senior Note or the covenants governing the
Indebtedness represented by this Senior Note, upon compliance by the Issuers
with certain conditions set forth in the Indenture.  8 
   FORM OF TRANSFER NOTICE  FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto   (Insert
assignees soc. sec. or tax I.D. no.)      (Print
or type assignees name, address and zip code)  and irrevocably appoint
                                                                                                                                      
agent to transfer this Security on the books of the Issuers.  The agent may substitute another to act for
him.  9 
   OPTION OF HOLDER TO ELECT
PURCHASE  If you wish to have this Senior Note purchased by the Issuers pursuant
to Section 917 of the Indenture, check the Box:o. If you wish
to have a portion of this Senior Note purchased by the Issuers pursuant to
Section 917 of the Indenture, state the amount (in original principal amount)
below:   $                      .Date:Your Signature:(Sign exactly as your name
  appears on the face of this Security)Signature Guarantee:  Signatures must be guaranteed by an eligible guarantor institution
meeting the requirements of the [Registrar], which requirements include
membership or participation in the Security Transfer Agent Medallion Program
(STAMP) or such other signature guarantee program as may be determined by
the [Registrar] in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.  10 
   EXHIBIT B  Form of Rule 144A Certificate  To:
  Wilmington Trust
  Company1100 North Market StreetWilmington, Delaware 19890  Attention:
Corporate Trust Trustee Administration  Re:UPC Polska,
Inc. (the Company) and UPC Polska Finance, Inc. (and together with the Company,
the Issuers) Senior Notes due [September 30, 2006] (the Senior Notes)  Ladies and
Gentlemen:  In connection with our proposed sale of
$        aggregate principal amount of
Senior Notes, we confirm that such sale has been effected pursuant to and in
accordance with Rule 144A (Rule 144A) under the Securities Act of 1933, as
amended (the Securities Act). We are aware that the transfer of Senior Notes
to us is being made in reliance on the exemption from the provisions of Section
5 of the Securities Act provided by Rule 144A. Prior to the date of this
Certificate we have been given the opportunity to obtain from the Issuers the
information referred to in Rule 144A(d)(4), and have either declined such
opportunity or have received such information. 
You and the Issuers are entitled to rely upon this Certificate and are
irrevocably authorized to produce this Certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.  Very truly
  yours,[NAME OF
  PURCHASER]By:Name:Title:Address:Date:  
   EXHIBIT C  FORM OF CERTIFICATE TO BE
DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S  To:
  Wilmington Trust Company1100 North Market StreetWilmington, Delaware 19890Attention: Corporate Trust
  Trustee AdministrationRe:      UPC
  Polska, Inc. (the Company) and UPC Polska Finance, Inc. (and together with
  the Company, the Issuers) Senior Notes due [September 30, 2006] (the
  Senior Notes)  Ladies and Gentlemen:  In connection with our proposed sale of
$[                       ]
aggregate principal amount at maturity of Senior Notes, we confirm that such
sale has been effected pursuant to and in accordance with Regulation S under
the Securities Act of 1933 and, accordingly, we represent that:  (1) the offer of the Senior
Notes was not made to a person in the United States;  (2) at the time the buy
order was originated, the transferee was outside the United States or we and
any person acting on our behalf reasonably believed that the transferee was
outside the United States;  (3) no direct selling
efforts have been made by us in the United States in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and  (4) the transaction is not
part of a plan or scheme to evade the registration requirements of the U.S.
Securities Act of 1933.  You and the Issuers are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby. The terms used in this letter have
the meanings set forth in Regulation S.  Very truly yours,[NAME OF TRANSFEROR]By:Name:Title:Address:Date of this Certificate:  2 
   ANNEX
D  Capitalization of UPC Polska, Inc.  a. Capital Stock or other security of UPC Polska that is
authorized, issued and outstanding:  1,000 shares of capital stock, par value
$0.01 per share, owned by UPC Telecom B.V.  b. Outstanding or authorized options, warrants, call,
preemptive rights, subscriptions or other rights, convertible or exchangeable
securities, phantom stock rights, stock appreciation rights, stock-based
performance units, agreements, arrangements commitments or claims of any character,
contingent or otherwise, relating to the issued or unissued capital stock of
UPC Polska or obligating UPC Polska to issue, transfer or sell or casue to be
issued, transferred or sold any capital stock or other equity interests in UPC
Polska or securities convertible into or exchangeable for such shares or equity
interests, or obligating UPC Polska to grant, extend or enter into any such
option, warrant, call, preemptive right, subscription or other right,
convertible or exchangeable security, agreement, arrangement, commitment or
claim:  None.  c. Outstanding contractual obligations of UPC Polska to
repurchase, redeem or otherwise acquire any capital stock of UPC Polska:  None.  
   Schedule 1.1 Affiliate
Indebtedness  Affiliate Indebtedness  Approximate Amounts as of May 31,
2003  1.  UPC
  Operations B.V.
  
  $4.4 million  
   Schedule 2.5 Critical
Creditors  Critical Creditors  as of May 31, 2003  None  
   Schedule 2.6 General
Unsecured Creditors   General Unsecured Creditors  Approximate Amounts as of May
31, 2003  1.Reece
Communications - $6.3 million (loan plus interest)  UPC Polska also has the following regular suppliers that may
become General Unsecured Creditors from time to time and whose claims are
expected to be paid in full in the ordinary course of business prior to the
Filing Date:(1)  2.Baker &
McKenzie - $250,000  3.KPMG Polska Sp. z o.o. - $200,000  4.Merrill
Corporation - $0  5.Holme Roberts
& Owen, LLP - $50,000  6.Deutsche Bank
Trust Company Americas - $0  7.Cahill Gordon
& Reindel LLP - $59,225  8.FTI Consulting,
Inc. - $100,000  9.Pricewaterhouse
Coopers Polska Sp. z o.o. - $40,000  10.KPMG LLP -
$50,000  
 (1) Approximate amounts are as of May 31,
2003.  
   Schedule 6.4(a)  Claims and Interests in UPC Polska, Inc. owned by UPC Telecom
B.V.  as of May 31, 2003  1.UPC Polska common stock-
1,000 shares of capital stock, par value $0.01 per share 2.UPC Polska Notes- $76.7
million (accreted value) 3.Telecom Pari Passu Notes-
$255.2 (principal plus accrued interest) 4.Telecom Junior Notes- $206.4
million (principal plus accrued interest)  
   Schedule 6.4(b)  Claims and Interests in UPC Polska, Inc. owned by Belmarken
Holding B.V.  as of May 31, 2003  1.Belmarken
Notes- $15.6 million (principal plus accrued interest)  
   Schedule 7.4  Claims and Interests in UPC Polska, Inc. owned by
Participating Noteholders  as of May 31, 2003  As of 31
  May 2003Principal
  ($mm)
  
  Accreted
  ($mm)2008
  
  2009
  
  Series C
  
  TOTAL
  
  2008
  
  2009
  
  Series C
  
  TOTALGoldenTree Asset Management LLC
  
  61.350
  
  53.618
  
  0.0
  
  114.968
  
  60.3
  
  47.3
  
  0.0
  
  107.6MacKay Shields LLC
  
  51.600
  
  0.000
  
  0.0
  
  51.600
  
  50.7
  
  0.0
  
  0.0
  
  50.7Strong Capital Management, Inc.
  
  20.050
  
  12.850
  
  0.0
  
  32.900
  
  19.7
  
  11.3
  
  0.0
  
  31.1Morgan Stanley Investment Management LLC(1)
  
  0.000
  
  0.000
  
  36.001
  
  36.001
  
  0.0
  
  0.0
  
  21.3
  
  21.3Deutsche Bank
  
  8.400
  
  35.093
  
  0.0
  
  43.493
  
  8.3
  
  31.0
  
  0.0
  
  39.2Goldman Sachs & Co.
  
  5.000
  
  0.000
  
  0.0
  
  5.000
  
  4.9
  
  0.0
  
  0.0
  
  4.9Goldman Sachs International
  
  5.000
  
  0.000
  
  0.0
  
  5.000
  
  4.9
  
  0.0
  
  0.0
  
  4.9Total
  
  151.4
  
  101.6
  
  36.0
  
  289.0
  
  148.9
  
  89.6
  
  21.3
  
  259.8  
 (1) Purchased entire amount at issue.  
   ARTICLE I DEFINITIONS; CROSS-REFERENCES;
  INTERPRETATIONSection 1.1
  DefinitionsSection 1.2
  Cross-referencesSection 1.3
  InterpretationARTICLE II RESTRUCTURINGSection 2.1
  The RestructuringSection 2.2
  Treatment of UPC Polska Notes (Other than
  the Telecom Owned UPC Polska Notes)Section 2.3
  Treatment of Telecom Owned UPC Polska
  Notes, Telecom Pari Passu Notes, Belmarken Notes and Affiliate IndebtednessSection 2.4
  Treatment of Telecom Junior NotesSection 2.5
  Treatment of Critical CreditorsSection 2.6
  Treatment of General Unsecured CreditorsSection 2.7
  Administrative and Other Priority ClaimsSection 2.8
  Treatment of UPC Polska EquityARTICLE III DISCLOSURE STATEMENT; PLANSection 3.1
  Disclosure Statement and PlanSection 3.2
  AmendmentsSection 3.3
  Response to CommentsARTICLE IV VOTING PROVISIONSSection 4.1
  Certain Voting MattersSection 4.2
  Voting After the Filing DateSection 4.3
  Direction of TrusteesSection 4.4
  AcknowledgementARTICLE V REPRESENTATIONS AND WARRANTIES OF
  UPC POLSKASection 5.1
  OrganizationSection 5.2
  CapitalizationSection 5.3
  Authorization; Validity of Agreement; Corporate
  ActionSection 5.4
  Consents and Approvals; No ViolationsSection 5.5
  SEC Reports and Financial StatementsSection 5.6
  BrokersARTICLE VI REPRESENTATIONS AND WARRANTIES OF
  THE UPC ENTITIESSection 6.1
  Organization  i 
   Section 6.2
  Authorization; Validity of Agreement;
  Corporate ActionSection 6.3
  Consents and Approvals; No ViolationsSection 6.4
  Ownership of SecuritiesSection 6.5
  Certain Securities Law MattersSection 6.6
  BrokersARTICLE VII REPRESENTATIONS AND WARRANTIES
  OF PARTICIPATING NOTEHOLDERSSection 7.1
  OrganizationSection 7.2
  Authorization; Validity of Agreement;
  Noteholder ActionSection 7.3
  Consents and Approvals; No ViolationsSection 7.4
  Ownership of SecuritiesSection 7.5
  Certain Securities Law MattersSection 7.6
  BrokersARTICLE VIII CERTAIN COVENANTSSection 8.1
  Commercially Reasonable EffortsSection 8.2
  Notification of Certain MattersSection 8.3
  ForbearanceSection 8.4
  Restrictions on TransferSection 8.5
  Further Acquisition of Claims or InterestsSection 8.6
  Impact of Appointment of Creditors
  CommitteeSection 8.7
  Releases and ExculpationSection 8.8
  AdvisorsSection 8.9
  Adjustment to Third Party Noteholder
  ConsiderationARTICLE IX TERMINATION AND ABANDONMENTSection 9.1
  TerminationSection 9.2
  Effect of TerminationARTICLE X MISCELLANEOUSSection 10.1
  Nonsurvival of Representations and
  WarrantiesSection 10.2
  NoticesSection 10.3
  Entire AgreementSection 10.4
  No Third-Party BeneficiariesSection 10.5
  AmendmentSection 10.6
  AssignmentSection 10.7
  CounterpartsSection 10.8
  SeverabilitySection 10.9
  Governing LawSection 10.10
  Submission to JurisdictionSection 10.11
  Remedies  ii 
   Section 10.12
  Waiver of Jury TrialSection 10.13
  ConsiderationSection 10.14
  Acknowledgment of RisksSection 10.15
  Disclosure of Individual HoldingsSection 10.16
  Fees and ExpensesSection 10.17
  Reservation of RightsSection 10.18
  Effectiveness of this Agreement  iii 
   Exhibit 99.1  
  UPC
POLSKA INC ANNOUNCES DEFINITIVE AGREEMENT BETWEEN MAIN CREDITORS OF COMPANY FOR
RESTRUCTURING ITS BALANCE SHEET  June 20, 2003: UPC Polska Inc.(UPC Polska or the Company) a financial holding company organised
under the laws of the State of Delaware USA, today announces that a binding
agreement has been reached with creditors, holding approximately 86% of the
Companys total debt, in support of a judicially supervised restructuring of
the balance sheet of UPC Polska.  These
creditors include (i) an ad-hoc committee of bondholders, (Polska Bondholder
Committee) holding approximately 68% of UPC Polskas publicly tradeable bonds,
and (ii) UPC Telecom B.V. (UPC Telecom) and Belmarken Holding B.V.,
(Belmarken and together with UPC Telecom the UPC Subsidiaries), which are
wholly-owned subsidiaries of United Pan Europe Communications N.V. (UPC
N.V.)  and together hold approximately
USD 77 million of UPC Polskas bonds and substantially all of the other
indebtedness of the company.  This process
is entirely separate from the restructuring nearing completion at the UPC N.V.
level and should not affect the completion of that restructuring in any way.  If implementedthe agreed restructuring will reduce UPC
Polskas indebtedness by approximately USD 876 million, or 93%, as at May 31, 2003,
substantially delevering the Companys balance sheet. The restructuring
agreement calls for the following indebtedness to be cancelled:        All of the publicly tradeable UPC Polska
Senior Discount Notes due 2009 (the 09 Notes), UPC Polska Series C Senior
Discount Notes due 2008 (the Series C Notes) and the UPC Polska Senior
Discount Notes due 2008 (the 08 Notes and together with the 09 Notes and
the Series C Notes, the Polska Notes), held by third parties, together
approximately USD 373 million in accreted value;        All of the loans and affiliated debt
(other than the Polska Notes) held by UPC Subsidiaries, (approximately USD 482
million) in principal amount plus accrued interest;        All of the Polska Notes held by UPC
Telecom, approximately USD 77 million in accreted value; and,        Other UPC Polska debt USD 6 million in
principal amount at stated maturity.  In exchange for canceling the above mentioned debt,
the third party bondholders (holders of the Polska Notes excluding UPC Telecom)
will receive USD 80 million in cash and USD 60 million in new 9.0% Senior Notes
due 2006 (the New Senior Notes).  The
UPC Subsidiaries will receive USD 15 million in cash and 100% of the newly
issued common stock of reorganised UPC Polska in exchange for the cancellation
of their claims.  The UPC Subsidiaries
will not receive any consideration for their existing equity interest in UPC
Polska.  As of May 31, 2003, third party
creditors held approximately 52% of the pari passu senior debt of UPC Polska
and the UPC Subsidiaries held the remaining 48% of pari passu senior debt.  Upon completion of the proposed UPC Polska
recapitalisation, the New Senior Notes will be the only long-term debt in UPC
Polska.  The restructuring agreement contemplates that the UPC
Polska recapitalisation will be effected through a pre-negotiated plan of
reorganisation implemented through Chapter 11 proceedings in the U.S.
courts.  The restructuring contemplated
by the agreement is subject to various closing conditions.  Simon Boyd, CEO of UPC Polska, said I am pleased to
announce this first step in the restructuring of the UPC Polska balance sheet.
Presented with an opportunity to recapitalise the company, the board of UPC  
   Polska felt it was appropriate to reduce our
outstanding indebtedness, in order to bring our capital structure in line with
our current business strategy and growth prospects.   The proposed restructuring is for UPC Polska
only. The restructuring of the UPC Polska balance sheet is not expected to
impact the day-to-day operations of UPC Polskas operating subsidiaries, (or
UPC N.V.), and it should be business as usual for customers, employees,
suppliers and creditors of those subsidiaries. The restructuring will put UPC
Polska in a significantly stronger financial position. The restructuring is
expected to be completed by the end of 2003.  Please note that as a separate matter UPC
Polskas subsidiary Poland Communications Inc (PCI) will fulfill its
repayment obligation of approximately USD 14.5m in principal amount under the
PCI Notes maturing on November 1, 2003. On March 24, 2003, UPC Polska deposited
funds to be held in trust with the indenture trustee to pay and discharge the
PCI Notes plus accrued interest at maturity. The repayment of the PCI Notes is
therefore separate from the restructuring contemplated in this press release.  UPC Polska will today file a copy of the Restructuring
Agreement with the U.S. Securities and Exchange Commission in a report on Form
8-K. For further information regarding the restructuring of UPC Polska please
visit the Companys web site at www.upc-polska.com.   UPC Polska Inc.
through its Polish subsidiaries, operates one of the largest cable systems in
Poland with approximately 1,869,000 homes passed and 1 million subscribers at
the end of March 2003. The Company is 100% owned by a subsidiary of UPC N.V.
which is one of the leading broadband communications and entertainment
companies in Europe. Through its broadband networks, UPC N.V. provides
television, Internet access, telephony and programming services. UPC N.V.s
shares are traded on Euronext Amsterdam Exchange (UPC) and in the United States
on the Over The Counter Bulletin Board (UPCOY). UPC N.V. is majority owned by
UnitedGlobalCom, Inc. (NASDAQ: UCOMA).  NOTE:
Except for historical information contained herein, this release contains
forward looking statements based upon managements beliefs, as well as
assumptions made by and data currently available to management.  These forward looking statements are based
on a variety of assumptions that may not be realised and are subject to
significant business, economic, judicial and competitive risks and
uncertainties, many of which are beyond UPC Polskas control.  These risks and uncertainties could cause
actual events and UPC Polskas liquidity, capital resources, financial
condition and results of operations to differ materially from those expressed
or implied by these statements.  These
risks and uncertainties include, but are not limited to, UPC Polskas ability
to continue as a going concern, UPC Polskas ability to restructure its
outstanding indebtedness on a satisfactory and timely basis, UPC Polskas
ability to develop, confirm and consummate the plan of reorganisation under the
US bankruptcy code, any ramifications of any restructuring, risks associated
with third parties, taking actions inconsistent with, or detrimental to the
consummation of the plan of reorganisation, potential adverse developments with
respect to UPC Polskas financial condition, liquidity, cashflows or results of
operations, the acceptance and continued use by subscribers and potential
subscribers of UPC Polskas services, changes in the technology and
competition, UPC Polskas ability to achieve expected operational efficiencies
and economies of scale and UPC Polskas ability to generate expected revenue
and achieve assumed margins, as well as other factors detailed from time to
time in UPC Polskas filings with the US Securities and Exchange Commission.  This
press release shall not constitute an offer to exchange or sell, or the
solicitation of an offer to exchange or buy any securities of UPC Polska, or a
solicitation of any votes in favor of the plan of reorganisation, nor shall
there be any exchange or sale of securities of UPC Polska or solicitation of
votes in favor of the plan of reorgainisation in any jurisdiction in which such
offer, exchange, sale or solicitation would be unlawful.  For further information, please contact: Claire Appleby
  Bert HoltkampUPC Investor Relations
  UPC Corporate
  Communications+ 44 (0) 207 647 8233
  + 31 (0) 20 778 9447Email:
  ir@upccorp.com
  Email:
  corpcomms@upccorp.comNBS Public RelationsMarek Kuderski+ 48 (0) 22 826 7418Citigate Dewe RogersonToby Moore+ 44 (0) 7768 981 763