Exhibit 10.32

CONFORMED COPY

Allen & Overy LLP

AMENDMENT AND RESTATEMENT AGREEMENT

BETWEEN

UPC BROADBAND HOLDING B.V.

AND

UPC FINANCING PARTNERSHIPas Borrowers

THE COMPANIES LISTED IN SCHEDULE 1as Guarantors

AND

TD BANK EUROPE LIMITEDas Facility Agent and Security Agent

relating
to a €1,072,000,000 CREDIT AGREEMENT
dated 16th January, 2004

7 March, 2005

1

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CONTENTS

|                                     |  | Page
|------------------------------------ |  | ----
|Clause                               |  |     
|1.    Interpretation                 |  | 1   
|2.    Effective Date                 |  | 2   
|3.    Amendments                     |  | 2   
|4.    Representations                |  | 2   
|5.    Miscellaneous                  |  | 3   
|6.    Counterparts                   |  | 3   
|7.    Governing law                  |  | 3   
|Schedules                            |  |     
|1.    Guarantors                     |  | 4   
|2.    Conditions precedent documents |  | 6   
|3.    Restated Credit Agreement      |  | 8   
|Signatories                          |  | 9   

2

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THIS AGREEMENT is dated 7 March, 2005 between:

BACKGROUND



IT IS AGREEDas follows:

1.     INTERPRETATION

1.1   Definitions



1.2   Construction

1

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2.     EFFECTIVE DATE

3.     AMENDMENTS

4.     WAIVERS



5.     REPRESENTATIONS

2

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6.     MISCELLANEOUS

7.     COUNTERPARTS

8.     GOVERNING LAW

This Agreement is governed by English law.

This
Agreement has been entered into on the date stated at the beginning of this Agreement.

3

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SCHEDULE 1

GUARANTORS

|Name                            |  | Address                                                           
|------------------------------- |  | ------------------------------------------------------------------
|UPC Financing Partnership       |  | 4643 South Ulster Street
Suite 1300
Denver, CO 80237
United States
|UPC Broadband Holding B.V.      |  | Boeing Avenue 53
1119 PE Schiphol Rijk
Amsterdam
The Netherlands  
|UPC Holding II B.V.             |  | Boeing Avenue 53
1119 PE Schiphol Rijk
Amsterdam
The Netherlands  
|UPC Holding B.V.                |  | Boeing Avenue 53
1119 PE Schiphol Rijk
Amsterdam
The Netherlands  
|UPC France Holding B.V.         |  | Boeing Avenue 53
1119 PE Schiphol Rijk
Amsterdam
The Netherlands  
|UPC Scandinavia Holding B.V.    |  | Boeing Avenue 53
1119 PE Schiphol Rijk
Amsterdam
The Netherlands  
|UPC Austria Holding B.V.        |  | Boeing Avenue 53
1119 PE Schiphol Rijk
Amsterdam
The Netherlands  
|UPC Central Europe Holding B.V. |  | Boeing Avenue 53
1119 PE Schiphol Rijk
Amsterdam
The Netherlands  
|UPC Nederland B.V.              |  | Boeing Avenue 53
1119 PE Schiphol Rijk
Amsterdam
The Netherlands  
|UPC Poland Holding B.V.         |  | Boeing Avenue 52
1119 PE Schiphol Rijk
Amsterdam
The Netherlands  

4

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SCHEDULE 2

CONDITIONS PRECEDENT DOCUMENTS

1.     Constitutional Documents

2.     Authorisations

3.     Legal opinions

4.     Other documents



5

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CONFORMED COPY

SCHEDULE 3

Allen & Overy LLP

RESTATED €1,072,000,000 SENIOR SECURED CREDIT FACILITY

for

UPC BROADBAND HOLDING B.V.
as Borrower

with

TD
BANK EUROPE LIMITED
acting as Facility Agent and Security Agent

DATED 16th January, 2004

1

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CONTENTS

|                                                  |  | Page
|------------------------------------------------- |  | ----
|Clause                                            |  |     
|1.    Interpretation                              |  | 3   
|2.    The Facilities                              |  | 33  
|3.    Purpose                                     |  | 37  
|4.    Conditions Precedent                        |  | 37  
|5.    Advances                                    |  | 39  
|6.    Repayment                                   |  | 41  
|7.    Cancellation and Prepayment                 |  | 42  
|8.    Interest                                    |  | 49  
|9.    Payments                                    |  | 50  
|10.    Tax Gross-up and Indemnities               |  | 53  
|11.    Market Disruption                          |  | 55  
|12.    Increased Costs                            |  | 56  
|13.    Illegality and Mitigation                  |  | 57  
|14.    Guarantee                                  |  | 58  
|15.    Representations and Warranties             |  | 61  
|16.    Undertakings                               |  | 68  
|17.    Financial Covenants                        |  | 85  
|18.    Default                                    |  | 90  
|19.    Facility Agent, Security Agent and Lenders |  | 96  
|20.    Fees                                       |  | 101 
|21.    Expenses                                   |  | 102 
|22.    Stamp Duties                               |  | 103 
|23.    Indemnities                                |  | 103 
|24.    Evidence and Calculations                  |  | 104 
|25.    Amendments and Waivers                     |  | 105 
|26.    Changes to the Parties                     |  | 106 
|27.    Disclosure of Information                  |  | 112 
|28.    Set-off                                    |  | 113 
|29.    Pro Rata Sharing                           |  | 114 
|30.    Severability                               |  | 115 
|31.    Counterparts                               |  | 115 
|32.    Notices                                    |  | 115 
|33.    Language                                   |  | 116 
|34.    Jurisdiction                               |  | 117 
|35.    Waiver of Immunity                         |  | 118 
|36.    Waiver of Trial by Jury                    |  | 118 
|37.    Governing Law                              |  | 118 
|Schedule                                          |  |     
|1.    Original Parties                            |  | 119 
|2.    Conditions Precedent Documents              |  | 122 
|3.    Mandatory Cost Formulae                     |  | 127 
|4.    Form of Request and Cancellation Notice     |  | 129 
|5.    Forms of Accession Documents                |  | 131 
|6.    Form of Confidentiality Undertaking         |  | 157 
|7.    Security Documents                          |  | 166 
|8.    Borrower Group Structure                    |  | 168 
|9.    Shareholders' Agreements                    |  | 169 
|Signatories                                       |  | 170 

2

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THIS AGREEMENToriginally dated 16th January, 2004 as amended and restated by an amendment agreement dated 24th June, 2004 and as
amended by amendment letters dated 22nd July, 2004 and 2nd December, 2004 and subsequently amended and restated on 7 March, 2005 and made

BETWEEN:

IT IS AGREEDas follows:

1.     INTERPRETATION

1.1   Definitions



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UGCE Inc.means:



29

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1.2   Construction



31

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32

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1.3   Existing Facility Agents



1.4   Existing Facility Agreement

2.     THE FACILITIES

2.1   Facility D





33

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2.2   Additional Facilities

2.3   Overall facility limits

34

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2.4   Number of Requests and Advances

2.5   Nature of a Finance Party's rights and obligations

35

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2.6   UPC Broadband as Obligors' agent



2.7   Actions of UPC Broadband as Obligors' agent

The respective liabilities of each of the Obligors under the Finance Documents shall not be in any way affected by:



2.8   Additional Facility D Lenders

36

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3.     PURPOSE

3.1   Purpose



3.2   No monitoring



4.     CONDITIONS PRECEDENT

4.1   Documentary conditions precedent

37

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4.2   Further conditions precedent

38

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4.3   Pro forma covenant compliance



4.4   Deferred Acquisition Costs



5.     ADVANCES

5.1   Delivery of Request



5.2   Form of Request



39

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5.3   Notification to the Lenders



5.4   Participations in Advances

40

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5.5   Relationship between Facility D and Existing Facility





6.     Repayment

6.1   Repayment of Advances



41

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(1)

(2)current repayment dates

cumulative amount30th June, 2005

€4,017,07931st December, 2005

€6,025,61830th June, 2006

€215,174,78231st December, 2006

€596,336,44630th June, 2007

€944,235,61131st December, 2007

€1,208,734,77530th June, 2008

€2,038,469,66031st December, 2008

€2,134,879,54530th June, 2009

€3,156,732,530


6.2   Prepayments and repayments



6.3   Notification



7.     CANCELLATION AND PREPAYMENT

7.1   Automatic Cancellation of the Commitments

42

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7.2   Voluntary cancellation



7.3   Voluntary prepayment

43

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7.4   Change of Control

44

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

|(c) |  | (i)  |  | Subject to sub-paragraph (c)(ii) and paragraph (d) below and Clause 7.7 (Date for prepayment) UPC Broadband shall, within ten Business Days of receipt by or for the account of a member of the UGCE
Borrower Group of the proceeds of an issue of Relevant Convertible Preference Shares, prepay or procure that there is prepaid an amount of the Facilities equal to 40 per cent. of the balance of the proceeds of the Relevant Convertible Preference
Shares. Such amount shall be applied first pro rata against all outstanding Facility D Advances and, second, (but only following pre-payment of the Existing Facilities as described in sub-paragraph (c)(ii) below) pro rata against all
outstanding Additional Facility Advances in accordance with Clause 7.8 (Order of application).
|--- |  | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  | (ii) |  | To the extent that the amount required to be prepaid under sub-paragraph (c)(i) above exceeds the amounts outstanding under Facility D at the relevant time, UPC Broadband shall prepay or procure that there is
prepaid:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



45

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7.6   Prepayment from disposal proceeds

46

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7.7   Date for prepayment



7.8   Order of application



47

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

7.10 Automatic cancellation of Facility D

48

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7.11 Miscellaneous provisions

8.     INTEREST

8.1   Interest rate



8.2   Selection of Interest Periods

49

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8.3   Non-Business Days



8.4   Further Adjustments to Interest Periods

8.5   Other adjustments



8.6   Notification



8.7   Due dates



8.8   Default interest

8.9   Notification of rates of interest



50

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9.     PAYMENTS

9.1   Place of Payment



9.2   Funds



9.3   Distribution

51

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9.4   Currency

9.5   Set-off and counterclaim



9.6   Non-Business Days

9.7   Partial payments

52

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10.   TAX GROSS-UP AND INDEMNITIES



53

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54

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11.   MARKET DISRUPTION



55

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12.   INCREASED COSTS

56

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13.   ILLEGALITY AND MITIGATION



57

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14.   GUARANTEE



58

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59

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60

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15.   REPRESENTATIONS AND WARRANTIES

61

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67

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16.   UNDERTAKINGS





68

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70

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|(c) |  | (i)  |  | UPC Broadband will procure that none of Belmarken, UPC, UGCE Inc. or any other member of the UGCE Borrower Group (each aRelevant Company) will create or permit to
subsist any Security Interest (other than an Agreed Security Interest) over all or part of that Relevant Company's present or future undertakings, assets, rights or revenues.
|--- |  | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  | (ii) |  | For the purposes of sub-paragraph (c)(i) above:                                                                                                                                                                                                                                                                                                  



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|(d) |  | (i)  |  | Subject to sub-paragraph (ii) below, UPC Broadband will ensure that no member of the UGCE Borrower Group will incur any Third Party Debt (other than any Third Party Debt subsisting prior to 28th September, 2002)
unless such Third Party Debt will not become due and payable until after 31st December, 2011.
|--- |  | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  | (ii) |  | Sub-paragraph (d)(i) above shall not apply if:                                                                                                                                                                                                                                                                   



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Test Dates

Ratio30th September, 2003

7.75:131st December, 2003

6.75:131st March, 2004

6.75:130th June, 2004

5.90:130th September, 2004

5.40:131st December, 2004

4.90:131st March, 2005

4.80:130th June, 2005

4.60:130th September, 2005

4.40:131st December, 2005

4.10:1thereafter

4.00:1




Test Dates

Ratio30th September, 2003

2.25:131st December, 2003

2.25:131st March, 2004

2.00:130th June, 2004

2.25:130th September, 2004

2.50:131st December, 2004

2.50:131st March, 2005

2.50:130th June, 2005

2.50:130th September, 2005

2.75:131st December, 2005

2.75:131st March, 2006

2.75:130th June, 2006

2.75:1Thereafter

3.00:1


88

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Test Dates

Ratio31st December, 2003

1.00:131st March, 2004

1.00:130th June, 2004

1.50:130th September, 2004

1.50:131st December, 2004

1.50:131st March, 2005

2.25:130th June, 2005

2.25:130th September, 2005

2.25:131st December, 2005

2.25:131st March, 2006

2.25:130th June, 2006

1.00:130th September, 2006

1.00:131st December, 2006

1.00:131st March, 2007

1.00:1Thereafter

1.00:1


89

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Test Dates

Ratio30th September, 2003

2.25:131st December, 2003

2.25:131st March, 2004

2.10:130th June, 2004

2.10:130th September, 2004

2.50:131st December, 2004

2.65:131st March, 2005

2.80:130th June, 2005

2.85:130th September, 2005

3.05:131st December, 2005

3.15:1thereafter

3.40:1




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18.   DEFAULT





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95

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19.   FACILITY AGENT, SECURITY AGENT AND LENDERS

97

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99

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100

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101

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20.   FEES



102

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21.   EXPENSES





103

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22.   STAMP DUTIES



23.   INDEMNITIES



23.2 Other indemnities



104

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24.   EVIDENCE AND CALCULATIONS







105

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25.   AMENDMENTS AND WAIVERS

106

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26.   CHANGES TO THE PARTIES

107

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108

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109

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110

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111

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112

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27.   DISCLOSURE OF INFORMATION

113

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28.   SET-OFF







114

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29.   PRO RATA SHARING







115

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30.   SEVERABILITY



31.   COUNTERPARTS



32.   NOTICES





116

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33.   LANGUAGE

117

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34.   JURISDICTION









118

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35.   WAIVER OF IMMUNITY



36.   WAIVER OF TRIAL BY JURY



37.   GOVERNING LAW



119

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SCHEDULE 1
ORIGINAL PARTIES
PART 1
ORIGINAL GUARANTORS

|Name                                                                            |  | Address                                                           
|------------------------------------------------------------------------------- |  | ------------------------------------------------------------------
|UPC Financing Partnership                                                       |  | 4643 South Ulster Street
Suite 1300
Denver, Co 80237
United States
|UPC Broadband Holding B.V.                                                      |  | Boeing Avenue 53
1119 PE Schiphol Rijk
Amsterdam
The Netherlands  
|UPC Holding II B.V.                                                             |  | Boeing Avenue 53
1119 PE Schiphol Rijk
Amsterdam
The Netherlands  
|UPC Holding B.V.                                                                |  | Boeing Avenue 53
1119 PE Schiphol Rijk
Amsterdam
The Netherlands  
|UPC France Holding B.V                                                          |  | Boeing Avenue 53
1119 PE Schiphol Rijk
Amsterdam
The Netherlands  
|UPC Scandinavia Holding B.V.                                                    |  | Boeing Avenue 53
1119 PE Schiphol Rijk
Amsterdam
The Netherlands  
|UPC Austria Holding B.V. (previously called Cable Network Austria Holding B.V.) |  | Boeing Avenue 53
1119 PE Schiphol Rijk
Amsterdam
The Netherlands  
|UPC Central Europe Holding B.V (previously called Stipdon Investments B.V.)     |  | Boeing Avenue 53
1119 PE Schiphol Rijk
Amsterdam
The Netherlands  
|UPC Nederland B.V.                                                              |  | Boeing Avenue 53
1119 PE Schiphol Rijk
Amsterdam
The Netherlands  
|UPC Poland Holding B.V. (previously called UPC Telecom B.V.)                    |  | Boeing Avenue 53
1119 PE Schiphol Rijk
Amsterdam
The Netherlands  

120

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PART 2
INITIAL FACILITY D LENDERS AND COMMITMENTS

|Lender                                            |  | Facility D1
Commitments |  | Facility D2
Commitments |  | Facility D3
Commitments |  | Facility D4
Commitments |  | Facility D5
Commitments
|------------------------------------------------- |  | ----------------------- |  | ----------------------- |  | ----------------------- |  | ----------------------- |  | -----------------------
|Ares leveraged Investment fundII LP               |  | €584,161.25             |  | €1,051,490.25           |  | €1,051,490.25           |  | €1,518,819.25           |  | €1,518,819.25          
|B&W Master Tobacco retirement (GT)                |  | €56,663.64              |  | €101,994.55             |  | €101,994.55             |  | €147,325.47             |  | €147,325.47            
|Bank of America N.A.                              |  | €7,455,291.56           |  | €13,419,524.80          |  | €13,419,524.80          |  | €19,383,758.05          |  | €19,383,758.05         
|Bank of America N.A. (Emerging Markets)           |  | €3,362,229.51           |  | €6,052,013.11           |  | €6,052,013.11           |  | €8,741,796.72           |  | €8,741,796.72          
|Bank of America N.A. (New York)                   |  | €890,845.90             |  | €1,603,522.63           |  | €1,603,522.63           |  | €2,316,199.35           |  | €2,316,199.35          
|Bear, Stearns Corporate Lending Inc.              |  | €4,956,342.67           |  | €8,921,416.80           |  | €8,921,416.80           |  | €12,886,490.94          |  | €12,886,490.94         
|BNP Paribas, Belgian Branch                       |  | €7,277,101.02           |  | €13,098,781.84          |  | €13,098,781.84          |  | €18,920,462.66          |  | 18,920,462.66          
|Canadian Imperial Bank of Commerce, London Branch |  | €2,734,392.42           |  | €4,921,906.36           |  | €4,921,906.36           |  | €7,109,420.30           |  | €7,109,420.30          
|Citibank N.A.                                     |  | €1,265,543.62           |  | €2,277,978.52           |  | €2,277,978.52           |  | €3,290,413.41           |  | €3,290,413.41          
|Credit Lyonnais SA                                |  | €6,814,971.17           |  | €12,266,948.11          |  | €12,266,948.11          |  | €17,718,925.04          |  | €17,718,925.04         
|Credit Suisse First Boston                        |  | €584,161.25             |  | €1,051,490.25           |  | €1,051,490.25           |  | €1,518,819.25           |  | €1,518,819.25          
|Deutsche Bank AG                                  |  | €14,441,056.68          |  | €25,993,902.03          |  | €25,993,902.03          |  | €37,546,747.38          |  | €37,546,747.38         
|Deutsche Bank Structured Products Inc.            |  | €11,683.22              |  | €21,029.80              |  | €21,029.80              |  | €30,376.38              |  | €30,376.38             
|Fortis Bank (Nederland) N.V.                      |  | €3,894,164.93           |  | €7,009,496.87           |  | €7,009,496.87           |  | €10,124,828.81          |  | €10,124,828.81         
|GE Capital Corporation                            |  | €1,197,530.56           |  | €2,155,555.01           |  | €2,155,555.01           |  | €3,113,579.46           |  | €3,113,579.46          
|Golden Tree HY Master                             |  | €523,857.32             |  | €942,943.18             |  | €942,943.18             |  | €1,362,029.04           |  | €1,362,029.04          
|Golden Tree HY Master Fund II                     |  | €175,248.37             |  | €315,447.07             |  | €315,447.07             |  | €455,645.77             |  | €455,645.77            
|Golden Tree HY OPP I                              |  | €693,595.36             |  | €1,248,471.65           |  | €1,248,471.65           |  | €1,803,347.94           |  | €1,803,347.94          
|Golden Tree HY OPP II                             |  | €714,137.13             |  | €1,285,446.83           |  | €1,285,446.83           |  | €1,856,756.53           |  | €1,856,756.53          
|GoldenTree HY Value Master Fund                   |  | €152,174.01             |  | €273,913.21             |  | €273,913.21             |  | €395,652.41             |  | €395,652.41            
|Goldman Sachs Credit Partners                     |  | €3,701,138.93           |  | €6,662,050.07           |  | €6,662,050.07           |  | €9,622,961.22           |  | €9,622,961.22          
|ING Bank N.V.                                     |  | €3,894,269.24           |  | €7,009,684.63           |  | €7,009,684.63           |  | €10,125,100.02          |  | €10,125,100.02         
|JP Morgan Chase Bank                              |  | €9,880,775.05           |  | €17,785,395.09          |  | €17,785,395.09          |  | €25,690,015.13          |  | €25,690,015.13         
|Moore US restructuring LP                         |  | €134,357.09             |  | €241,842.76             |  | €241,842.76             |  | €349,328.43             |  | €349,328.43            
|Morgan Stanley Emerging Markets                   |  | €3,504,967.49           |  | €6,308,941.49           |  | €6,308,941.49           |  | €9,112,915.48           |  | €9,112,915.48          
|Morgan Stanley Senior Funding Inc                 |  | €3,047,235.43           |  | €5,485,023.77           |  | €5,485,023.77           |  | €7,922,812.11           |  | €7,922,812.11          
|Municipal Fire and Police Retirement (GT)         |  | €29,792.22              |  | €53,626.00              |  | €53,626.00              |  | €77,459.78              |  | €77,459.78             
|ORN European Debt Fund L.P.                       |  | €323,938.65             |  | €583,089.58             |  | €583,089.58             |  | €842,240.50             |  | €842,240.50            
|Perry Principals LLC                              |  | €1,110,480.92           |  | €1,998,865.65           |  | €1,998,865.65           |  | €2,887,250.38           |  | €2,887,250.38          
|QDRF Master Limited                               |  | €961,157.68             |  | €1,730,083.82           |  | €1,730,083.82           |  | €2,499,009.96           |  | 2,499,009.96           
|Quantum Partners LDC                              |  | €847,307.84             |  | €1,525,154.11           |  | €1,525,154.11           |  | €2,203,000.39           |  | €2,203,000.39          
|Satellite Senior Income Fund LLC                  |  | €1,856,760.31           |  | €3,342,168.56           |  | €3,342,168.56           |  | €4,827,576.80           |  | €4,827,576.80          
|Scotiabank Europe plc                             |  | €3,124,888.39           |  | €5,624,799.11           |  | €5,624,799.11           |  | €8,124,709.82           |  | €8,124,709.82          
|Strategic Value Master Fund Ltd                   |  | €274,555.79             |  | €494,200.42             |  | €494,200.42             |  | €713,845.05             |  | €713,845.05            
|TD Texas (inc)                                    |  | €2,598,305.42           |  | €4,676,949.76           |  | €4,676,949.76           |  | €6,755,594.10           |  | €6,755,594.10          
|The Royal Bank of Scotland plc                    |  | €6,814,971.17           |  | €12,266,948.11          |  | €12,266,948.11          |  | €17,718,925.04          |  | €17,718,925.04         
|The Toronto Dominion Bank                         |  | €7,558,273.69           |  | €13,604,892.65          |  | €13,604,892.65          |  | €19,651,511.61          |  | €19,651,511.61         
|TRS IO LLC                                        |  | €1,869,316.00           |  | €3,364,768.79           |  | €3,364,768.79           |  | €4,860,221.59           |  | €4,860,221.59          
|University of Chicago (GT)                        |  | €53,450.75              |  | €96,211.36              |  | €96,211.36              |  | €138,971.96             |  | €138,971.96            
|Total                                             |  | €109,371,093.66         |  | €196,867,968.60         |  | €196,867,968.60         |  | €284,364,843.53         |  | €284,364,843.53        

121

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PART 3
FACILITY D COMMITMENTS

|Lender                                            |  | Facility D1
Commitments |  | Facility D2
Commitments |  | Facility D3
Commitments |  | Facility D4
Commitments |  | Facility D5
Commitments
|------------------------------------------------- |  | ----------------------- |  | ----------------------- |  | ----------------------- |  | ----------------------- |  | -----------------------
|Alpha US Sub Fund II, LLC                         |  | €21,306.13              |  | €38,351.03              |  | €38,351.03              |  | €55,395.93              |  | €55,395.93             
|Areas Leveraged Investment Fund II LP             |  | €560,687.53             |  | €1,009,237.55           |  | €1,009,237.55           |  | €1,457,787.57           |  | €1,457,787.57          
|B&W Master Tobacco Retirement (GT)                |  | €54,386.69              |  | €97,896.04              |  | €97,896.04              |  | €141,405.39             |  | €141,405.39            
|Bank of America Emerging Markets                  |  | €3,227,122.91           |  | €5,808,821.23           |  | €5,808,821.23           |  | €8,390,519.56           |  | €8,390,519.56          
|Bank of America N.A.                              |  | €7,155,710.85           |  | €12,880,279.53          |  | €12,880,279.53          |  | €18,604,848.21          |  | €18,604,848.21         
|Bank of America New York                          |  | €855,048.48             |  | €1,539,087.26           |  | €1,539,087.26           |  | €2,223,126.04           |  | €2,223,126.04          
|Bear, Stearns & Co. Inc                           |  | €4,757,178.81           |  | €8,562,921.86           |  | €8,562,921.86           |  | €12,368,664.90          |  | €12,368,664.90         
|BNP Parisbas                                      |  | €6,984,680.66           |  | €12,572,425.18          |  | €12,572,425.18          |  | €18,160,169.71          |  | €18,160,169.71         
|Canadian Imperial Bank of Commerce, London Branch |  | €2,624,514.60           |  | €4,724,126.28           |  | €4,724,126.28           |  | €6,823,737.96           |  | €6,823,737.96          
|Carlyle HP Partners L.P.                          |  | €112,137.51             |  | €201,847.51             |  | €201,847.51             |  | €291,557.51             |  | €291,557.51            
|Castlerigg Master Investments, Ltd                |  | €2,344,132.61           |  | €4,219,438.69           |  | €4,219,438.69           |  | €6,094,744.78           |  | €6,094,744.78          
|Citibank N.A.                                     |  | €1,214,689.48           |  | €2, 186,441.06          |  | €2,186,441.06           |  | €3,158,192.64           |  | €3,158,192.64          
|CMI, I Ltd                                        |  | €122,892.55             |  | €221,206.59             |  | €221,206.59             |  | €319,520.62             |  | €319,520.62            
|Credit Lyonnais SA                                |  | €6,541,120.86           |  | €11,774,017.55          |  | €11,774,017.55          |  | €17,006,914.24          |  | €17,006,914.24         
|Credit Suisse Frist Boston                        |  | €560,687.53             |  | €1,009,237.55           |  | €1,009,237.55           |  | €1,457,787.57           |  | €1,457,787.57          
|Deutsche Bank AG                                  |  | €13,860,762.55          |  | €24,949,372.58          |  | €24,949,372.58          |  | €36,037,982.62          |  | €037,982.62            
|Deutsche Bank Structured Products Inc.            |  | €11,213.75              |  | €20,184.75              |  | €20,184.75              |  | €29,155.75              |  | €29,155.75             
|Fortis Bank (Nederland) N.V.                      |  | €3,737,683.23           |  | €6,727,829.81           |  | €6,727,829.81           |  | €9,717,976.39           |  | €9,717,976.39          
|GE Capital Corporation                            |  | €1,149,409.43           |  | €2,068,936.97           |  | €2,068,936.97           |  | €2,988,464.52           |  | €2,988,464.52          
|Golden Tree HY Master                             |  | €502,806.83             |  | €905,052.30             |  | €905,052.30             |  | €1,307,297.76           |  | €1,307,297.76          
|Golden Tree HY Master Fund II                     |  | €168,206.26             |  | €302,771.26             |  | €302,771.26             |  | €437,336.27             |  | €437,336.27            
|Golden Tree HY OPP II                             |  | €685,440.50             |  | €1,233,792.90           |  | €1,233,792.90           |  | €1,782,145.30           |  | €1,782,145.30          
|Golden Tree HY Value Master Fund                  |  | €146,059.10             |  | €262,906.38             |  | €262,906.38             |  | €379,753.66             |  | €379,753.66            
|Goldend Tree HY OPP I                             |  | €665,724.18             |  | €1,198,303.52           |  | €1,198,303.52           |  | €1,730,882.87           |  | €1,730,882.87          
|Goldman Sachs Credit Partners                     |  | €3,552,413.72           |  | €6,394,344.69           |  | €6,394,344.69           |  | €9,236,275.67           |  | €9,236,275.67          
|ING Bank N.V.                                     |  | €3,737,783.35           |  | €6,728,010.03           |  | €6,728,010.03           |  | €9,718,236.71           |  | €9,718,236.71          
|JP Morgan Chase Bank                              |  | €9,483,729.60           |  | €17,070,713.28          |  | €17,070,713.28          |  | €24,657,696.96          |  | €24,657,696.96         
|KS Capital Partners, LP                           |  | €420,515.65             |  | €756,928.16             |  | €756,928.16             |  | €1,093,340.68           |  | €1,093,340.68          
|Moore US Restructuring LP                         |  | €128,958.13             |  | €232,124.64             |  | €232,124.64             |  | €335,291.14             |  | €335,291.14            
|Morgan Stanley Emerging Markets                   |  | €3,476,262.67           |  | €6,257,272.80           |  | €6,257,272.80           |  | €9,038,282.94           |  | €9,038,282.94          
|Morgan Stanley Senior Funding Inc                 |  | €2,812,648.95           |  | €5,062,768.11           |  | €5,062,768.11           |  | €7,312,887.27           |  | €7,312,887.27          
|Municipal Fire and Police Retirement (GT)         |  | €28,595.06              |  | €51,471.11              |  | €51,471.11              |  | €74,347.17              |  | €74,347.17             
|ORN Distressed Debt Fund                          |  | €310,921.62             |  | €559,658.92             |  | €559,658.92             |  | €808,396.22             |  | €808,396.22            
|Perry Principals LLC                              |  | €1,065,857.76           |  | €1,918,543.96           |  | €1,918,543.96           |  | €2,771,230.17           |  | €2,771,230.17          
|QDRF Master Limited                               |  | €922,534.87             |  | €1,660,562,76           |  | €1,660,562,76           |  | €2,398,590.66           |  | €2,398,590.66          
|Quantum Partners LDC                              |  | €813,259.93             |  | €1,463,867.88           |  | €1,463,867.88           |  | €2,114,475.83           |  | €2,114,475.83          
|Salomon Asset Management                          |  | €1,569,925.08           |  | €2,825,865.14           |  | €2,825,865.14           |  | €4,081,805.20           |  | €4,081,805.20          
|Satellite Senior Income Fund LLC                  |  | €1,782,148.93           |  | €3,207,868.08           |  | €3,207,868.08           |  | €4,633,587.22           |  | €4,633,587.22          
|Scotiabank Europe plc                             |  | €2,803,337.51           |  | €5,046,007.52           |  | €5,046,007.52           |  | €7,288,677.53           |  | €7,288,677.53          
|Strategic Value Master Fund Ltd                   |  | €263,523.14             |  | €474,341.65             |  | €474,341.65             |  | €685,160.16             |  | €685,160.16            
|TD Texas (Inc)                                    |  | €2,493,896.07           |  | €4,489,012.92           |  | €4,489,012.92           |  | €6,484,129.78           |  | €6,484,129.78          
|The Royal Bank of Scotland plc                    |  | €6,541,120.86           |  | €11,774,017.55          |  | €11,774,017.55          |  | €17,006,914.24          |  | €17,006,914.24         
|The Toronto Dominion Bank                         |  | €7,254,554.79           |  | €13,058,198.62          |  | €13,058,198.62          |  | €18,861,842.46          |  | €18,861,842.46         
|TRS IO LLC                                        |  | €1,794,200.09           |  | €3,229,560.16           |  | €3,229,560.16           |  | €4,664,920.23           |  | €4,664,920.23          
|University of Chicago (GT)                        |  | €51,302,91              |  | €92,345.24              |  | €92,345.24              |  | €133,387.56             |  | €133,387.56            
|Total                                             |  | €109,371,093.68         |  | €196,867,968.63         |  | €196,867,968.63         |  | €284,364,843.57         |  | €284,364,843.57        

122

---



SCHEDULE 2
CONDITIONS PRECEDENT DOCUMENTS
PART 1
TO BE DELIVERED BEFORE THE FIRST ADVANCE

Legal
opinions:

123

---





124

---



PART 2
TO BE DELIVERED BY AN ADDITIONAL OBLIGOR



125

---



126

---



127

---





SCHEDULE 3
MANDATORY COST FORMULAE

E × 0.01300

per cent. per annum.


128

---





129

---



SCHEDULE 4
FORM OF REQUEST AND CANCELLATION NOTICE
PART 1
FORM OF REQUEST

To:
[                        ]

Attention:
[                        ]

From:
UPC Broadband Holding B.V.

Date:
[                        ]

REQUEST
(ADVANCE)

UPC Broadband Holding B.V.€1,072,000,000 Term Credit Agreement dated [    ] January, 2004 (the Credit
Agreement)

Dear
Sirs,

We
hereby give you notice pursuant to Clause 5.1 (Delivery of Request) of the above Credit Agreement that we require an Advance to be made to that Borrower under the Credit Agreement, as
follows:

|(a)  |  | Facility:         |  | [Facility D1, Facility D2, Facility D3, Facility D4, Facility D5 or relevant Additional Facility]                                                                              
|---- |  | ----------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b)  |  | Utilisation Date: |  | [31st December, 2004, 30th June, 2005, 31st December, 2005, 30th June, 2006, 31st December, 2006 or a date falling within the relevant Additional Facility Availability Period]
|(c)  |  | Requested Amount: |  | [                        ]                                                                                                                                                     
|[(d) |  | Currency:         |  | [                        ]]                                                                                                                                                    
|(e)  |  | Interest Period:  |  | [                        ]                                                                                                                                                     

[Payment
instructions with respect to the proceeds of the Advance to be made in relation to this Request are as follows:
[                        ].]*

__________________
*    Delete if Clause 5.6 applies to the Advance

We
confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Request. [In particular, we confirm that the proceeds of the
Advance will be applied [specify purpose] in accordance with Clause 3.1 (Purpose).]

Terms
used in this Request and defined in the Credit Agreement have the same meaning in this Request as in the Credit Agreement.

Yours
faithfully

[Authorised
Signatory]

[Borrower]

130

---



PART 2
FORM OF CANCELLATION AND/OR PREPAYMENT NOTICE

To:
[            ] as Facility Agent

From:
[BORROWER]

Date:
[            ]

UPC Broadband Holding B.V.€1,072,000,000 Term Credit Agreement dated [    ] January, 2004

OR

______________

[BORROWER]

Authorised
Signatory

131

---



SCHEDULE 5
FORMS OF ACCESSION DOCUMENTS
PART 1
NOVATION CERTIFICATE

To:
[            ] as Facility Agent and [BORROWER]

From:
[THE EXISTING LENDER] and [THE NEW LENDER]                Date: [            ]

UPC Broadband Holding B.V.€1,072,000,000 Term Credit Agreement dated [    ] January, 2004 (the Credit
Agreement)

We
refer to Clause 26.3 (Procedure for novations) of the Credit Agreement and clause 9.3 (Transfers by the Lenders) of the Security Deed. Terms defined in the Credit Agreement have the
same meaning in this Novation Certificate.

---

132

---



THE SCHEDULE

Rights and obligations to be novated

[Details of the rights and obligations of the Existing Lender to be novated.]

|[New Lender]                                                     |  |                                          |  |                           
|---------------------------------------------------------------- |  | ---------------------------------------- |  | --------------------------
|[Facility Office Address for notices for administrative purposes |  |                                          |  |                           
|                                                                 |  | Address for notices for credit purposes] |  |                           
|[Existing Lender]                                                |  | [New lender]                             |  | [                        ]
|By:                                                              |  | By:                                      |  | By:                       
|Date:                                                            |  | Date:                                    |  | Date:                     

133

---



PART 2
SUB-PARTICIPATION AGREEMENT

Date:

GRANTOR:

PARTICIPANT:

This
Funded Participation is entered into between the Grantor and the Participant (acting directly or through their respective agents).

On
and from the Settlement Date the Grantor grants to the Participant a participation under which (amongst other things) the Participant undertakes to pay to the Grantor, on the Settlement Date, the
Settlement Amount in order to enable the Grantor to fund part of the Facility B Loans subject to:



both
of which are incorporated herein by reference.

|The Grantor                |  | The Participant           
|-------------------------- |  | --------------------------
|[                        ] |  | [                        ]
|By:                        |  | By:                       

THE SCHEDULE

|Credit Agreement Details          |  |                                                                                                                                                                                           
|--------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Borrower(s):                      |  | UPC Broadband Holding B.V.("UPC Broadband")                                                                                                                                               
|Credit Agreement Dated:           |  | 26th October, 2000 (as amended from time to time)                                                                                                                                         
|Guarantor(s):                     |  | The Guarantors listed in Part 1 of Schedule 1 to the Credit Agreement, together with any Additional Guarantors                                                                            
|Agent Bank:                       |  | TD Bank Europe Limited                                                                                                                                                                    
|Security:                         |  | Yes (as constituted by the Security Documents)                                                                                                                                            
|Total Facility Amount:            |  | €3,595,000,000 and US$347,500,000                                                                                                                                                         
|Governing Law:                    |  | English                                                                                                                                                                                   
|Additional Information:           |  |                                                                                                                                                                                           
|Participation Details:            |  |                                                                                                                                                                                           
|Participated Tranches/Facilities: |  | each of the Facility B Repayment Instalments which are scheduled to be paid by the Borrower on the following Repayment Dates for Facility B (each a "Relevant Facility B Repayment
Date"):
|                                  |  | [          ] 31st December, 2004                                                                                                                                                          
|                                  |  | [          ] 30th June, 2005                                                                                                                                                              
|                                  |  | [          ] 31st December, 2005                                                                                                                                                          
|                                  |  | [          ] 30th June, 2006                                                                                                                                                              
|                                  |  | [          ] 31st December, 2006                                                                                                                                                          
|                                  |  |                                                                                                                                                                                           

134

---



|                                            |                                  | [tick the dates of the Facility B Repayment Instalments which correspond to the Utilisation Dates of the Facility D Commitments under the New Facility Agreement that are being assigned, transferred
or novated to the Participant (the "Traded Facility D Commitments") at the same time as this Funded Participation is entered into.]
|------------------------------------------- | -------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name of Tranche/Facility:                   |                                  | Facility B                                                                                                                                                                                                                                                                                                                               
|Nature (Revolving or Term):                 |                                  | Term                                                                                                                                                                                                                                                                                                                                     
|Contractual Margin(2):                      |                                  | [          ]                                                                                                                                                                                                                                                                                                                             
|Recurring Fees:                             |                                  | [          ]                                                                                                                                                                                                                                                                                                                             
|Final Maturity:                             |                                  | For each Participated Tranche, the Relevant Facility B Repayment Date                                                                                                                                                                                                                                                                    
|Participation Commitment:                   |                                  | [for each Participated Tranche, insert amount of the Participated Tranche which is to be sub-participated to the Participant under this Funded Participation]                                                                                                                                                                            
|Settlement Date                             |                                  | [this must match the date of the assignment, transfer or novation of the Traded Facility D Commitments]                                                                                                                                                                                                                                  
|Details of outstanding Facility B Loans(1)  |                                  |                                                                                                                                                                                                                                                                                                                                          
|Specify in respect of each Facility B Loan: |                                  |                                                                                                                                                                                                                                                                                                                                          
|Drawn amount:                               |                                  | [          ]                                                                                                                                                                                                                                                                                                                             
|Tranche/Facility:                           |                                  | Facility B                                                                                                                                                                                                                                                                                                                               
|Nature:                                     |                                  | Term                                                                                                                                                                                                                                                                                                                                     
|Costs and Expenses                          |                                  | For account of Grantor and Participant in accordance with Clause 13(d)                                                                                                                                                                                                                                                                   
|Administration Details                      |                                  |                                                                                                                                                                                                                                                                                                                                          
|                                            | Grantor's Receiving Account:     |                                                                                                                                                                                                                                                                                                                                          
|                                            | Participant's Receiving Account: |                                                                                                                                                                                                                                                                                                                                          
|Addresses                                   |                                  |                                                                                                                                                                                                                                                                                                                                          
|Grantor                                     |                                  | Participant                                                                                                                                                                                                                                                                                                                              
|[                        ]                  |                                  | [                        ]                                                                                                                                                                                                                                                                                                               
|Address:                                    |                                  | Address:                                                                                                                                                                                                                                                                                                                                 
|Telephone:                                  |                                  | Telephone:                                                                                                                                                                                                                                                                                                                               
|Facsimile:                                  |                                  | Facsimile:                                                                                                                                                                                                                                                                                                                               
|Telex:                                      |                                  | Telex:                                                                                                                                                                                                                                                                                                                                   
|Attn/Ref:                                   |                                  | Attn/Ref:                                                                                                                                                                                                                                                                                                                                
|Process Agent                               |                                  |                                                                                                                                                                                                                                                                                                                                          
|Grantor                                     |                                  |                                                                                                                                                                                                                                                                                                                                          
|Participant                                 |                                  |                                                                                                                                                                                                                                                                                                                                          

---

135

---



TERMS AND CONDITIONS

These
are the Terms and Conditions applicable to the funded participation including the Schedule thereto (theFunded Participation) to which they are
annexed.

136

---



137

---



138

---



139

---



140

---





141

---



142

---



143

---













144

---









145

---













146

---





147

---



ANNEX
FORM OF TRANSFER CERTIFICATE

|PARTICIPANT: |  | Date:
|------------ |  | -----
|TRANSFEREE:  |  |      

This
Transfer Certificate is entered into pursuant to the Funded Participation.

On
the Transfer Date, the transfer by way of novation of the Purchased Assets from the Participant to the Transferee on the terms set out herein shall become effective subject to:

both
of which are incorporated herein by reference.

|The Participant        |  | The Transferee        
|---------------------- |  | ----------------------
|[                    ] |  | [                    ]
|By:                    |  | By:                   

148

---



THE SCHEDULE

|Funded Participation Details                |  |                                                                                                               
|------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------
|Grantor:                                    |  |                                                                                                               
|Participant:                                |  |                                                                                                               
|Funded Participation Dated:                 |  |                                                                                                               
|Credit Agreement Details                    |  |                                                                                                               
|Borrower(s):                                |  | UPC Broadband                                                                                                 
|Credit Agreement Dated:                     |  | 26th October 2000 (as amended from time to time)                                                              
|Guarantor(s):                               |  | The Guarantors listed in Part 1 of Schedule 1 to the Credit Agreement together with any Additional Guarantors 
|Agent Bank:                                 |  | TD Bank Security Limited                                                                                      
|Security:                                   |  | Yes (as constituted by the Security Documents)                                                                
|Total Facility Amount:                      |  | €3,595,000,000 and US$347,500,000                                                                             
|Governing Law:                              |  | English                                                                                                       
|Additional Information:                     |  |                                                                                                               
|Participation Details:                      |  |                                                                                                               
|Participated Tranches/Facilities:           |  | [Tick the dates of all the Facility B Repayment Instalments which are the subject of the Funded Participation]
|                                            |  | [                  ] 31st December, 2004                                                                      
|                                            |  | [                  ] 30th June, 2005                                                                          
|                                            |  | [                  ] 31st December, 2005                                                                      
|                                            |  | [                  ] 30th June, 2006                                                                          
|                                            |  | [                  ] 31st December, 2006                                                                      
|Name of Tranche/Facility:                   |  | Facility B                                                                                                    
|Nature (Revolving or Term):                 |  | Term                                                                                                          
|Contractual Margin:(1)                      |  | %                                    %                                                                        
|Recurring Fees                              |  |                                                                                                               
|Final Maturity:(1)                          |  |                                                                                                               
|Participation Commitment:                   |  | [Specify aggregate amount of the Participant's Participation Commitments]                                     
|Details of outstanding Facility B Loans(3)  |  |                                                                                                               
|Specify in respect of each Facility B Loan: |  |                                                                                                               
|Drawn Amount:                               |  | [                  ]                                                                                          
|Tranche/Facility:                           |  | Facility B                                                                                                    
|Nature:                                     |  | Term                                                                                                          
|Administration Details                      |  |                                                                                                               
|Grantor's Receiving Account                 |  |                                                                                                               
|Participant's Receiving Account:            |  |                                                                                                               
|Addresses                                   |  |                                                                                                               
|Participant                                 |  | Transferee                                                                                                    
|[                  ]                        |  | [                  ]                                                                                          
|Address:                                    |  | Address:                                                                                                      
|Telephone:                                  |  | Telephone:                                                                                                    
|Facsimile:                                  |  | Facsimile:                                                                                                    
|Telex:                                      |  | Telex:                                                                                                        
|Attn/Ref:                                   |  | Attn/Ref:                                                                                                     

---

149

---



TERMS AND CONDITIONS

These
are the Terms and Conditions applicable to the transfer certificate including the Schedule thereto (theTransfer Certificate) to which they are
annexed.

150

---





151

---





PART 3
OBLIGOR ACCESSION AGREEMENT

To:
[            ] as Facility Agent and [            ] as Security Agent

From:
[PROPOSED OBLIGOR]

Date:
[            ]

UPC Broadband Holding B.V.€1,072,000,000 Term Credit Agreement dated [            ] January, 2004 (the Credit
Agreement)

We
refer to Clause 26.4 (Additional Obligors). Terms defined in the Credit Agreement have the same meaning in this Deed.

We,
[name of company] of [Registered Office] (Registered no. [            ]) agree:

---

Our
address for notices for the purposes of Clause 32.2 (Addresses for notices) is:

[

]

This
Deed is governed by English law.

Executed
as a deed by                            ) Director

[PROPOSED
OBLIGOR]                            )

acting
by                            ) Director/Secretary

and                            )

152

---



PART 4
ADDITIONAL FACILITY ACCESSION AGREEMENT

From:
[PROPOSED ADDITIONAL FACILITY LENDER(S)]

Date:
[            ]

UPC Broadband Holding B.V.€1,072,000,000 Term Credit Agreement dated [    ] January, 2004 (the Credit Agreement)

153

---





[ADDITIONAL
FACILITY LENDER(S)]

By:

[            ]
as Facility Agent

By:

UPC
BROADBAND HOLDING B.V.

By:

[RELEVANT
BORROWER]

By:

154

---



PART 5
ADDITIONAL FACILITY D LENDER ACCESSION AGREEMENT

From:
[PROPOSED ADDITIONAL D FACILITY LENDER(S)]

Date:
[            ]

UPC Broadband Holding B.V.€1,072,000,000 Term Credit Agreement dated [    ] January, 2004 (the Credit
Agreement)

[ADDITIONAL
FACILITY D LENDER

By:

[            ]
as Facility Agent

By:

UPC
BROADBAND HOLDING B.V.

By:

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PART 6
FORM OF VERIFICATION LETTER

To:
[UPC BROADBAND HOLDING B.V.] / [ADDITIONAL BORROWER]

From:
[NEW LENDER] as New Lender / [ADDITIONAL FACILITY LENDER] as Additional Facility Lender]

Date:
[                        ]

Dear
Sirs

UPC Broadband Holding B.V.€1,072,000,000 Term Credit Agreement dated [    ] January, 2004
(theCredit Agreement)

We
refer to the Credit Agreement. Terms defined in the Credit Agreement have the same meaning in this letter.

[On
the date that we become a Lender in accordance with [clause 26.2 (Transfers by Lenders) / clause 2.2 (Additional Facilities) of the Credit Agreement we will
be a Professional Market Party, because [name of entity] falls within the category [            ] set out in the schedule to this
letter.]

or

[On the date on which we become a Lender in accordance with [clause 26.2 (Transfers by Lenders) / clause 2.2 (Additional
Facilities)] we will be exempted from the requirement to be a Professional Market Party because we form part of a closed circle (besloten
kring) with [UPC Broadband] / [name of Additional Borrower.]#

[We
enclose with this letter a copy of the documents which provide evidence of this status.]* /[We are established in [    ] and
act under the supervision of [    ].]+

Yours
faithfully

[New Lender] / [Additional Facility Lender]

---

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THE SCHEDULE
THE EXEMPTION REGULATION CATEGORIES

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SCHEDULE 6
FORM OF CONFIDENTIALITY UNDERTAKING

PART 1
FORM OF LMA CONFIDENTIALITY UNDERTAKING

LMA CONFIDENTIALITY LETTER (PURCHASER) [Letterhead of Existing Lender]

To:

[insert name of New Lender]

Borrower:
Amount:
Agent:

Dear
Sirs

We
understand that you are considering participating in the Facility. In consideration of us agreeing to make available to you certain information, by your signature of a copy of this letter you agree
as follows:

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159

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Please
acknowledge your agreement to the above by signing and returning the enclosed copy.

Yours
faithfully

.................................

For
and on behalf of

[Arranger]

We
acknowledge and agree to the above:

...................................

For
and on behalf of

[New
Lender]

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PART 2
FORM OF LSTA CONFIDENTIALITY UNDERTAKING

Master
Confidentiality Agreement dated as of [            ] (thisAgreement) between [Existing
Lender] (theExisting Lender) and [New Lender] (theNew Lender).

This
Agreement sets forth the terms and conditions that will apply, in each instance, to the treatment of certain non-public information that the Existing Lender may supply to the New
Lender in connection with the consideration by the New Lender of its participating in any financing or proposed financing (aFinancing) for any borrower
or group of borrowers (each aBorrower) specified in a Schedule described below.

As
used herein: (a)Evaluation Materialrefers to (i) the non-public information furnished to the Existing Lender, including
any Information Memorandum, in respect of a particular Financing of a Borrower that the Existing Lender supplies to the New Lender on or after the date of the Schedule in respect of such Financing,
(ii) all memoranda, notes, and other documents and analyses (collectively,analyses)internally developed by the Existing
Lender that it supplies to the New Lender and (iii) all analyses developed by the New Lender using any information specified under clauses (i) and (ii) above;
(b)Internal Evaluation Materialrefers to analyses specified under clause (iii) of the definition of Evaluation Material; and
(c)participationrefers to a transfer of a lender's interest in a Financing (or a grant of derivative rights in respect thereof), whether by
assignment, participation or otherwise (andparticipateandparticipatingshall have correlative
meanings thereto).

As
a condition to the Existing Lender's furnishing the New Lender with any Evaluation Material in the Existing Lender's possession in respect of a particular Financing, the New Lender shall execute
and return to the Existing Lender a schedule, in substantially the form of Exhibit A attached hereto, that the Existing Lender may have completed, executed and delivered to it (a Schedule). Each
Schedule shall identify the Existing Lender and the New Lender in respect of such Financing and the related Evaluation Material, the
name of each Borrower that the New Lender has under consideration and a description of the documentation (theOperative Documentation) in respect
thereof.

The
New Lender in respect of a particular Financing agrees that it will use all Evaluation Material in respect of such Financing solely for the purpose of evaluating its possible participation, or
obtaining the participation of another eligible person (anAdditional Assignee), in such Financing and that the New Lender will use reasonable
precautions in accordance with its established procedures to keep such information confidential; provided, however, that any such information may be disclosed to the partners, directors, officers,
employees, agents, counsel, auditors, affiliates, advisors and representatives (collectively,Representatives) of the New Lender's institution who need
to know such information for the purpose of evaluating its participation in such Financing (it being understood that such Representatives shall be informed by the New Lender of the confidential nature
of such information and shall be directed by it to treat such information in accordance with the terms of this Agreement) and to any Additional Assignee and its Representatives (provided that such
Additional Assignee shall have previously executed and delivered to the New Lender an agreement in substantially the same substance as this Agreement in respect of the Evaluation Material). The New
Lender agrees to be responsible for any breach of this Agreement that results from the actions or omissions of its Representatives. Notwithstanding the foregoing, the New Lender will not use such
information to obtain an Additional Assignee if otherwise prohibited by agreements binding on the New Lender.

In
addition, the New Lender in respect of a particular Financing agrees that prior to the settlement of its participation in such Financing, it will not disclose to any person, other than its
Representatives, the identity of the Existing Lender with which discussions or negotiations are taking place concerning the New Lender's possible participation in the related Financing or any of the
terms or conditions of such proposed participation. The termpersonas used in this Agreement shall be broadly interpreted to

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include
the media and any corporation, partnership, group, individual or other entity and, if the New Lender's participation in the Financing would constitute a secondary market transaction, the
Borrower.

The
New Lender in respect of a particular Financing shall be permitted to disclose any related Evaluation Material (and the fact that such Evaluation Material has been made available to it and that
discussions or negotiations are taking place concerning the transaction or any of the terms, conditions or other facts with respect thereto) in the event that the New Lender is required by law or
regulation or requested by any governmental agency or other regulatory authority (including any self-regulatory organization having or claiming to have jurisdiction) or in connection with
any legal proceedings. The New Lender agrees that it will notify the Existing Lender as soon as practical in the event of any such disclosure (other than as a result of an examination by any
regulatory agency), unless such notification shall be prohibited by applicable law or legal process.

The
New Lender in respect of a particular Financing and its Representatives shall have no obligation hereunder with respect to any information in any related Evaluation Material to the extent that
such information (i) is or becomes generally available to the public other than as a result of a disclosure by the New Lender in violation of this Agreement, (ii) was within the New
Lender's possession prior to its being furnished to it pursuant hereto, provided that the source of such information was not known by the New Lender to be bound by a confidentiality agreement with or
other contractual, legal or fiduciary obligation of confidentiality to the Borrower or any other party with respect to such information or (iii) is or becomes available to the New Lender on a
non-confidential basis from a source
other than the Borrower or the Existing Lender, or their respective Representatives, provided that such source is not known by the New Lender to be bound by a confidentiality agreement with or other
contractual, legal or fiduciary obligation of confidentiality to the Existing Lender, the Borrower or any other party with respect to such information.

Notwithstanding
any other provision of this letter, any party to this letter (and any of its affiliates, officers, directors, employees, representatives, professional advisers, or other agents) may
and has since the commencement of discussions with respect to the Facility been permitted to disclose to any and all persons, without limitation of any kind:



except
to the extent reasonably necessary to comply with applicable federal or state securities laws.

For
the purposes of this subsection, theU.S. tax treatmentof the Facility is the purported or claimed U.S. federal, state and local income tax
treatment of the Facility, and theU.S. tax structureof the Facility is any fact that may be relevant to understanding the purported or claimed U.S.
federal, state and local income tax treatment of the Facility. This authorisation is not intended to permit disclosure of any information (other than information relating to U.S. tax treatment or U.S.
tax structure of the Facility) including (without limitation) (i) any portion of any materials to the extent not related to the U.S. tax treatment or U.S. tax structure of the Facility,
(ii) the identities of participants or potential participants in the Facility (except to the extent such identities are related to the tax treatment or the U.S. tax structure of the Facility),
(iii) the existence or status of any negotiations, (iv) any pricing or financial information (except to the extent such pricing or financial information is related to the U.S. tax
treatment or the U.S. tax structure of the Facility), or (v) any other term or detail not relevant to the U.S. tax treatment or the U.S. tax structure of the Facility.

To
the extent the Operative Documentation for a particular Financing contains provisions regarding the use of non-public information which conflict with, are more restrictive than or are
in addition to the provisions of this Agreement, then (so long as such Operative Documentation shall be effective as to the Existing Lender) solely with application to any Evaluation Material
concerning the Borrower that is

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the
subject of such Financing (and without application hereunder to any other Evaluation Material or otherwise), such provisions of the Operative Documentation shall be incorporated herein by this
reference and shall supersede and control the terms of this Agreement to the extent that such provisions are in conflict with or more restrictive than the terms hereof or are in addition to those
contained herein. Upon the New Lender's request, the Existing Lender will furnish to the New Lender the provisions of the Operative Documentation for such Financing regarding the use of
non-public information. In addition, in the event that the New Lender actually becomes a lender (bound as a party to the Operative Documentation) with respect to a particular Financing,
the application of this Agreement in respect of all Evaluation Material in respect of such Financing shall terminate and the applicable confidentiality provisions, if any, contained in the Operative
Documentation shall govern and control.

If
the New Lender in respect of a particular Financing chooses not to participate in such Financing, the New Lender agrees on request of the Existing Lender to return to the Existing Lender as soon as
practical all related Evaluation Material (other than Internal Evaluation Material) or destroy such Evaluation Material (other than Internal Evaluation Material) without retaining any copies thereof
unless prohibited from doing so by its internal policies and procedures.

The
New Lender in respect of a particular Financing understands and agrees that the Existing Lender will have received the related Evaluation Material from third party sources (including the Borrower)
and that the Existing Lender bears no responsibility (and shall not be liable) for the accuracy or completeness (or lack thereof) of such Evaluation Material or any information contained therein.

The
New Lender hereby acknowledges that United States securities laws prohibit any person with material, non-public information about an issuer from purchasing or selling securities of
such issuer or, subject to certain limited exceptions, from communicating such information to any other person. The New Lender agrees to comply with its internal compliance policies and procedures
with respect to material confidential information.

The
New Lender agrees that money damages would not be a sufficient remedy for breach of this Agreement, and that in addition to all other remedies available at law or in equity, the Existing Lender
shall be entitled to seek equitable relief, including injunction and specific performance, without proof of actual damages.

This
Agreement (including each Schedule delivered pursuant hereto and the provisions of any Operative Documentation incorporated herein by reference) embodies the entire understanding and agreement
between the parties with respect to all Evaluation Material for each Financing and supersedes all prior understandings and agreements relating thereto. Unless otherwise agreed in writing between the
parties hereto, the application of this Agreement shall terminate with respect to all Evaluation Material concerning each Financing on the date falling one year after the Schedule in respect of such
Financing.

This
Agreement shall be governed by and construed in accordance with the law of the State of New York, without regard to principles of conflicts of law (except Section 5-1401 of the
New York General Obligation Law to the extent that it mandates that the law of the State of New York govern).

This
Agreement may be signed in counterparts, each of which shall be an original and both of which taken together shall constitute the same instrument.

It
is understood by the parties that the custom in the loan syndications and loan trading markets is to execute and deliver any confidentiality agreement, schedule, confirmation or other transaction
documents by telecopy or telefax. The parties agree that all telecopied or telefaxed copies of this Agreement, the Schedules, confirmations and other transaction documents, and signatures hereto and
thereto, shall be duplicate originals.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective authorized officers as of the
date first written above.

[Existing Lender]

By:

Name:

Title:

[New Lender]

By:

Name:

Title:

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EXHIBIT A

This
Schedule, dated as of [            ], is one of the Schedules referred to in the Master Confidentiality Agreement dated today between [Existing
Lender] and [New Lender], Terms used herein, unless defined herein, shall have the respective meanings given them in said Master Confidentiality Agreement.

Name(s)
of the Borrower(s): [                        ]

Description
of the Operative Documentation: [                        ]

Existing Lender

[                        ].

By:
[                        ]

Name:

Title:

Received
and accepted as of the date first written above:

New Lender

[                        ].

By:
[                        ]

Name:

Title:

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SCHEDULE 7
SECURITY DOCUMENTS

167

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168

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SCHEDULE 8
BORROWER GROUP STRUCTURE

GRAPHIC

169

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SCHEDULE 9
SHAREHOLDERS' AGREEMENTS

170

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SIGNATORIES

BORROWER

UPC
DISTRIBUTION HOLDING B.V.

Original Guarantors

UPC
DISTRIBUTION HOLDING B.V.

UPC
HOLDING II B.V.

UPC
FINANCING PARTNERSHIP

UPC
HOLDING B.V.

UPC
FRANCE HOLDING B.V.

UPC
SCANDINAVIA HOLDING B.V.

CABLE
NETWORK AUSTRIA HOLDING B.V.

STIPDON
INVESTMENTS B.V.

UPC
NEDERLAND B.V.

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Lenders

ARES
LEVERAGED INVESTMENT FUND II LP

B&W
MASTER TOBACCO RETIREMENT

BANK
OF AMERICA N.A.

BEAR
STEARNS CORPORATE LENDING INC.

BNP
PARIBAS, BELGIAN BRANCH

CANADIAN
IMPERIAL BANK OF COMMERCE, LONDON BRANCH

CITIBANK
N.A.

CREDIT
LYONNAIS SA

CREDIT
SUISSE FIRST BOSTON

DEUTSCHE
BANK AG

DEUTSCHE
BANK STRUCTURED PRODUCTS INC.

FORTIS
BANK (NEDERLAND) N.V.

172

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GE
CAPITAL CORPORATION

GOLDEN
TREE HY MASTER

GOLDEN
TREE HY MASTER FUND II

GOLDEN
TREE HY OPPORTUNITIES I

GOLDEN
TREE HY OPPORTUNITIES II

GOLDEN
TREE HY VALUE MASTER FUND

GOLDMAN
SACHS CREDIT PARTNERS, L.P.

ING
BANK N.V.

JPMORGAN
CHASE BANK

MOORE
US RESTRUCTURING, L.P.

MORGAN
STANLEY EMERGING MARKETS

MORGAN
STANLEY SENIOR FUNDING INC

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MUNICIPAL
FIRE AND POLICE RETIREMENT FUND

ORN
EUROPEAN DEBT FUND L.P.

PERRY
PRINCIPALS LLC

QDRF
MASTER LIMITED

QUANTUM
PARTNERS LDC

SATELLITE
SENIOR INCOME FUND LLC

SCOTIA
BANK EUROPE PLC

STRATEGIC
VALUE MASTER FUND LTD

TORONTO
DOMINION (TEXAS), INC.

BY:
RORY MCCARTHY

THE
ROYAL BANK OF SCOTLAND PLC

THE
TORONTO-DOMINION BANK

TRS
IO LLC

174

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UNIVERSITY
OF CHICAGO

Facility Agent

TD
BANK EUROPE LIMITED

Security Agent

TD
BANK EUROPE LIMITED

Existing Facility Agents

TD
BANK EUROPE LIMITED

TORONTO
DOMINION (TEXAS), INC.

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SIGNATORIES

BORROWER

UPC
BROADBAND HOLDING B.V.

UPC
FINANCING PARTNERSHIP

Guarantors

UPC
BROADBAND HOLDING B.V.

UPC
HOLDING II B.V.

UPC
FINANCING PARTNERSHIP

UPC
HOLDING B.V.

UPC
FRANCE HOLDING B.V.

UPC
SCANDINAVIA HOLDING B.V.

UPC
AUSTRIA HOLDING B.V.

UPC
CENTRAL EUROPE HOLDING B.V.

UPC
NEDERLAND B.V.

UPC
POLAND HOLDING B.V.

Facility Agent

TD
BANK EUROPE LIMITED

Security Agent

TD
BANK EUROPE LIMITED

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