Prepared by MERRILL CORPORATION




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Exhibit 10.1  


Convenience translation

from the German language  


[  •  ] 2001  


FORM  


 OF  


AGREEMENT  


United Pan-Europe Communications N.V. 


PCOM
AG 





 
 

CONTENT    
  



	Provision
	 	 
	 	Page

	1.	 	Exercise of voting rights	 	1
	2.	 	Term	 	1
	3.	 	Relationship to other Shareholders	 	1
	4.	 	Notices/ Powers of attorney	 	2
	5.	 	Publications	 	2
	6.	 	Miscellaneous	 	2







 
Convenience translation

from the German language  



AGREEMENT of [      ] 2001 BETWEEN:


	(1)
	PCOM
AG with its registered office in Mainz (hereinafter the "Company") and



	(2)
	United
Pan-Europe Communications N.V. with its seat in Boeing Avenue 53, 1119 PE Schiphol Rijk, the Netherlands ("UPC"). 




PREAMBLE  


	(A)
	UPC
holds shares in the Company of approx. [  •  ]%. UPC Germany GmbH, [Seat], a subsidiary
of UPC, (hereinafter "UPCG") holds a share in the Company of approx. [  •  ]%.



	(B)
	UPC
does not intend to exercise voting rights equivalent to 10% of the Company's share capital. 



THEREFORE, IT IS AGREED between UPC and the Company: 



1.  EXERCISE OF VOTING RIGHTS  


    With respect to resolutions to be taken by the shareholders' meeting (Hauptversammlung) for 



	(a)
	the
election and removal of members of the supervisory board of the Company,



	(b)
	matters
regarding the management of the business if the management board requests a decision by the shareholders' meeting (§§119 (2), 111(4)3 German Stock
Corporation Act, in particular in Holzmüller-situations), 




UPC
agrees to exercise the voting rights appertaining to shares with which UPC is present in shareholders' meetings to the effect that UPC will cast a number of abstention votes
(Enthaltungen) equalling 10% of the Company's registered share capital. 




2.  TERM  


	(1)
	This
agreement shall become effective as of the time when the merger of Primacom AG with its seat in Mainz (transferring entity) into the Company (receiving entity) is registered in
the commercial register of the Company. It shall expire on the thirtieth anniversary of that date.



	(2)
	This
agreement may be terminated by UPC at no notice if



	(a)
	the
number of voting rights appertaining to shares held by UPC and its subsidiaries equals less than 50% of the Company's registered share capital (this agreement not taken into
account), or



	(b)
	a
third party has made a takeover bid for as many shares of the Company as, if the takeover bid were successful, would result in such third party holding 30% or more of the voting
rights in the Company. 






3.  RELATIONSHIP TO OTHER SHAREHOLDERS  



Any
other shareholder of the Company holding more than 5% of its share capital may request compliance with this agreement as long as it is effective. However, no shareholder has the right to object to
amendments to, or the termination of, this agreement. 



1





 
Convenience translation

from the German language  


4.  NOTICES/ POWERS OF ATTORNEY  



All
notices related to this agreement require written form and shall be delivered by registered mail or telefax to the following addresses or respectively to any addresses that the parties may
communicate to one other instead: 


	(a)
	for
notices to the Company: 





    [            ]



    fax:
[            ] 



	(b)
	for
notices to UPC: United
Pan-Europe Communications N.V.

General Counsel

Boeing Avenue 53

1119 PE Schiphol Rijk

The Netherlands 


fax:
0031 20 778 9781 







5.  PUBLICATIONS  



The
parties are aware that the management board of the Company is under a legal obligation to report to the shareholders' meeting on the existence and, if applicable, the renewal or termination of
this agreement. For all other publications related to this agreement, the parties shall enter into mutual consultations. 




6.  MISCELLANEOUS  


	(1)
	This
agreement is subject to the laws of the Federal Republic of Germany.



	(2)
	Changes
to this agreement (including changes to the present provision) require written form.



	(3)
	If
any provision of this agreement is entirely or partly invalid, the validity of the remaining provisions of this agreement shall remain unaffected. Any such invalid provision
shall be replaced by a valid provision that complies with the economic purpose of the invalid provision as far as possible. This shall also apply if it is established that matters have inadvertely not
been dealt with in the present agreement ("gaps"—Lücken). 



PCOM AG  



	 	 	,	 	 	 	, 2001	 	 
	
	 	 	 	
	 	 	 	




United Pan-Europe Communications N.V.  



	 	 	,	 	 	 	, 2001	 	 
	
	 	 	 	
	 	 	 	





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