CONFORMED COPY

Exhibit 10.33

Allen & Overy LLP

AMENDMENT AND RESTATEMENT  AGREEMENT

BETWEEN

UPC BROADBAND HOLDING B.V.

and

UPC FINANCING PARTNERSHIP

as
Borrowers

THE COMPANIES LISTED IN SCHEDULE 1as Guarantors

AND

TD BANK EUROPE LIMITED

and

TORONTO DOMINION (TEXAS), INC.

as
Facility Agents

relating
to a €3,500,000,000, US$347,500,000 and €95,000,000
CREDIT AGREEMENT
dated 26th October, 2000

7 March, 2005

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CONTENTS

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

2

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THIS AGREEMENT is dated 7 March, 2005 between:

BACKGROUND

IT IS AGREEDas follows:



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2

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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 53
1119 PE Schiphol Rijk
Amsterdam
The Netherlands  

4

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SCHEDULE 2

CONDITIONS PRECEDENT DOCUMENTS



5

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CONFORMED COPY

Allen & Overy LLP

SCHEDULE 3

RESTATED CREDIT AGREEMENT

€3,500,000,000
and
US$347,500,000 and €95,000,000

SENIOR
SECURED CREDIT FACILITY
for
UPC BROADBAND HOLDING B.V.
and
UPC FINANCING PARTNERSHIP
as Borrowers
arranged by
CHASE MANHATTAN plc
TD BANK EUROPE LIMITED
ABN AMRO BANK N.V.
BANK OF AMERICA INTERNATIONAL LIMITED
BNP PARIBAS
CIBC WORLD MARKETS plc
CRÉDIT LYONNAIS
FORTIS BANK (NEDERLAND) N.V.
and
THE ROYAL BANK OF SCOTLAND plc
with
TD BANK EUROPE LIMITED
and
TORONTO DOMINION (TEXAS), INC.,
acting as Facility Agents

originally DATED 26th October, 2000

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CONTENTS

|       |  |                                                            |  | Page
|------ |  | ---------------------------------------------------------- |  | ----
|Clause |  |                                                           
|1.     |  | Interpretation                                             |  | 1   
|2.     |  | The Facilities                                             |  | 30  
|3.     |  | Purpose                                                    |  | 32  
|4.     |  | Conditions Precedent                                       |  | 32  
|5.     |  | Advances                                                   |  | 33  
|6.     |  | Repayment                                                  |  | 35  
|7.     |  | Cancellation and Prepayment                                |  | 37  
|8.     |  | Interest                                                   |  | 45  
|9.     |  | Payments                                                   |  | 48  
|10.    |  | Tax Gross-up and Indemnities                               |  | 50  
|11.    |  | Market Disruption                                          |  | 53  
|12.    |  | Increased Costs                                            |  | 54  
|13.    |  | Illegality and Mitigation                                  |  | 55  
|14.    |  | Guarantee                                                  |  | 55  
|15.    |  | Representations and Warranties                             |  | 58  
|16.    |  | Undertakings                                               |  | 65  
|17.    |  | Financial Covenants                                        |  | 84  
|18.    |  | Default                                                    |  | 89  
|19.    |  | Facility Agent, Security Agent, Lead Arrangers and Lenders |  | 95  
|20.    |  | Fees                                                       |  | 100 
|21.    |  | Expenses                                                   |  | 101 
|22.    |  | Stamp Duties                                               |  | 101 
|23.    |  | Indemnities                                                |  | 101 
|24.    |  | Evidence and Calculations                                  |  | 103 
|25.    |  | Amendments and Waivers                                     |  | 103 
|26.    |  | Changes to the Parties                                     |  | 104 
|27.    |  | Disclosure of Information                                  |  | 110 
|28.    |  | Set-off                                                    |  | 111 
|29.    |  | Pro Rata Sharing                                           |  | 111 
|30.    |  | Severability                                               |  | 112 
|31.    |  | Counterparts                                               |  | 112 
|32.    |  | Notices                                                    |  | 112 
|33.    |  | Language                                                   |  | 114 
|34.    |  | Jurisdiction                                               |  | 115 
|35.    |  | Waiver of Immunity                                         |  | 116 
|36.    |  | Waiver of Trial by Jury                                    |  | 116 
|37.    |  | Governing Law                                              |  | 116 
|       |  |                                                            |  |     

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|Schedule    |  |                                                        
|----------- |  | -------------------------------------------------------
|1.          |  | Original Parties                                       
|            |  | Part 1    Original Guarantors                          
|            |  | Part 2    Original Lenders and Commitments             
|2.          |  | Conditions Precedent Documents                         
|            |  | Part 1    To be Delivered before the First Advance     
|            |  | Part 2    To be Delivered by an Additional Guarantor   
|3.          |  | Mandatory Cost Formulae                                
|4.          |  | Form of Request and Cancellation Notice                
|            |  | Part 1    Form of Request                              
|            |  | Part 2    Form of Cancellation and/or Prepayment Notice
|5.          |  | Forms of Accession Documents                           
|            |  | Part 1    Novation Certificate                         
|            |  | Part 2    Guarantor Accession Agreement                
|            |  | Part 3    Form of Verification Letter                  
|6.          |  | Form of Confidentiality Undertaking                    
|            |  | Part 1    Form of LMA Confidentiality Undertaking      
|            |  | Part 2    Form of LSTA Confidentiality Undertaking     
|7.          |  | Security Documents                                     
|8.          |  | Relevant Security Interests                            
|9.          |  | Relevant Financial Indebtedness                        
|10.         |  | Borrower Group Structure                               
|11.         |  | Shareholders' Agreements                               
|Signatories |  | 151                                                    

2

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THIS AGREEMENToriginally dated 26th October, 2000 as amended and restated by the Amendment Deed and as previously amended by the
Amendment and Restatement Agreement and by a series of letters during the period from 1st March, 2002 to 23rd July, 2003 and 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:



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Distribution Businessmeans:





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34

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5.5   Conditions relating to Optional Currencies

6.     REPAYMENT

6.1   Repayment of Facility A Advances

6.2   Repayment of Facility B Advances



(1)

(2)Facility B Repayment Date

Relevant Percentage30th June, 2004

6.25%31st December, 2004

6.25%30th June, 2005

11.25%31st December, 2005

11.25%30th June, 2006

16.25%31st December, 2006

16.25%30th June, 2007

11.25%31st December, 2007

11.25%Facility B Final Repayment Date

The aggregate amount of all
outstanding Facility B Advances


35

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6.3   Repayment of Facility C Advances

(1)

(2)Facility C Repayment Date

Relevant Percentage30th June, 2004

0.50%31st December, 2004

0.50%30th June, 2005

0.50%31st December, 2005

0.50%30th June, 2006

0.50%31st December, 2006

0.50%30th June, 2007

0.50%31st December, 2007

0.50%30th June, 2008

24.00%31st December, 2008

24.00%Facility C Final Repayment Date

The aggregate amount of all
outstanding Facility C Advances


6.4   Adjustment of Facility B Advances

36

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6.5   Prepayments and repayments



6.6   Notification



7.     CANCELLATION AND PREPAYMENT

7.1   Automatic Cancellation of the Commitments

(1)

(2)Date

Facility A Total Commitment after reduction€30th June, 2005

666,750,00030th June, 2006

583,400,00030th June, 2007

500,000,000


7.2   Voluntary cancellation



37

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7.3   Voluntary prepayment

7.4   Change of Control

38

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7.5   Mandatory prepayment from Excess Cash Flow and Net Equity Proceeds

39

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40

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7.6   Prepayment from disposal proceeds



41

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7.6A Mandatory prepayment from Third Party Debt proceeds



7.7   Date for prepayment



7.8   Order of application

42

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



43

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7.10 Facility C Call protection



7.11 Miscellaneous provisions

44

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8.     INTEREST

8.1   Interest rate



8.2   Selection of Interest Periods

8.3   Non-Business Days



8.4   Further Adjustments to Interest Periods



45

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8.5   Other adjustments



8.6   Notification



8.7   Due dates

Except as otherwise provided in this Agreement, accrued interest on each Advance is payable by the relevant Borrower on its Interest Date and also, in the case
of:



46

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(1)
Margin

(2)
Senior Debt/Annualised EBITDA ratio4.00%

3 7.00:13.50%

3 6.00:1 but < 7.00:13.00%

3 5.00:1 but < 6.00:12.75%

3 4.00:1 but < 5.00:12.50%

3 3.00:1 but < 4.00:12.25%

< 3.00:1


47

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60

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61

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15.14A  Business Plan





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85

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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


86

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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




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


87

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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
; and






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Delay
in the exercise or non-exercise of any such right is not a waiver of that right.

104

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105

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106

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by
obtaining a duly completed and signed Verification Letter.

107

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108

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109

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112

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| | Contact:                                                                           |  | Rory McCarthy                   
| | ---------------------------------------------------------------------------------- |  | --------------------------------
| | Facsimile:                                                                         |  | +44 20 7638 0006                
| | E-mail:                                                                            |  | rory.mccarthy@tdsecurities.com  
| | in the case of notices relating to Facility C2 only:                              
| | Toronto Dominion (Texas), Inc.,
909 Fannin Street, Suite 1700
Houston, Texas 77010
| | Attention:                                                                         |  | Jim Bridwell                    
| | Facsimile:                                                                         |  | +1 713 951 9921                 
| | Email:                                                                             |  | jimmie.bridwell@tdsecurities.com
| |                                                                                    |  |                                 

113

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| | and in each case with a copy to:                                                                                
| | ----------------------------------------------------------------------------------------------------------------
| | TD Bank Europe Limited
Royal Trust Tower
77 King Street West,
18th Floor
Toronto
Ontario, Canada
M5K 1A2        
| | Contact:                                                                                                        
| | Facsimile:                                                                                                      
| | or such other as the Facility Agent may notify to the other Parties by not less than five Business Days' notice.



| | Contact:                  |  | Dennis Okhuijsen      
| | ------------------------- |  | ----------------------
| | Facsimile:                |  | + 3120 778 9453; and  
| | E-mail:                   |  | dokhuijsen@UPCcorp.com
| | UPC Financing Partnership
| | c/o UPC Broadband        
| | Contact:                  |  | Dennis Okhuijsen      
| | Facsimile:                |  | + 3120 778 9453       
| | E-mail:                   |  | dokhuijsen@UPCcorp.com



114

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115

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116

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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  
|                                                                                |  |                                                                   

117

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|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

118

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PART 2

ORIGINAL LENDERS AND COMMITMENTS

|Lender                                             |  | Facility A
Commitments |  | Facility B
Commitments |  | Facility C1
Commitments |  | Facility C2
Commitments
|-------------------------------------------------- |  | ---------------------- |  | ---------------------- |  | ----------------------- |  | -----------------------
|
|The Chase Manhattan Bank                           |  | 102,857,145            |  | 377,142,855            |  |                         |  |                        
|The Toronto-Dominion Bank                          |  | 102,857,145            |  | 377,142,855            |  |                         |  |                        
|Toronto Dominion (Texas), Inc.,                    |  |                        |  |                        |  |                         |  |                        
|ABN AMRO Bank N.V.                                 |  | 37,500,000             |  | 137,500,000            |  |                         |  |                        
|BNP Paribas, Belgian Branch                        |  | 37,500,000             |  | 137,500,000            |  |                         |  |                        
|CIBC World Markets plc                             |  | 37,500,000             |  | 137,500,000            |  |                         |  |                        
|Crédit Lyonnais S.A.                               |  | 37,500,000             |  | 137,500,000            |  |                         |  |                        
|Fortis Bank (Nederland) N.V.                       |  | 37,500,000             |  | 137,500,000            |  |                         |  |                        
|N.B. International Finance B.V.                    |  | 37,500,000             |  | 137,500,000            |  |                         |  |                        
|The Royal Bank of Scotland plc                     |  | 37,500,000             |  | 137,500,000            |  |                         |  |                        
|Abbey National Treasury Services plc               |  | 7,500,000              |  | 27,500,000             |  | 5,000,000               |  |                        
|Lehman Commercial Paper Inc                        |  |                        |  |                        |  |                         |  |                        
|Banca Commerciale Italiana S.p.A.                  |  | 21,428,571             |  | 78,571,429             |  |                         |  |                        
|Bear Stearns Corporate Lending Inc.                |  | 21,428,571             |  | 78,571,429             |  |                         |  |                        
|Citibank, N.A.                                     |  | 21,428,571             |  | 78,571,429             |  |                         |  |                        
|Credit Suisse First Boston                         |  | 10,714,286             |  | 39,285,714             |  | 50,000,000              |  |                        
|Daimler Chrysler Capital Services (Debis)          |  | 6,428,571              |  | 23,571,429             |  | 10,000,000              |  |                        
|DLJ Capital Funding, Inc.                          |  | 21,428,571             |  | 78,571,429             |  |                         |  |                        
|Dresdner Bank AG, London Branch                    |  | 17,142,857             |  | 62,857,143             |  |                         |  |                        
|Goldman Sachs Credit Partners, L.P.                |  | 21,428,571             |  | 78,571,429             |  |                         |  |                        
|Goldman Sachs Credit Partners, L.P.                |  |                        |  |                        |  |                         |  |                        
|The Governor and Company of the Bank of Scotland   |  | 17,142,857             |  | 62,857,143             |  |                         |  |                        
|Harbourmaster Loan Corporation B.V.                |  |                        |  |                        |  | 15,000,000              |  |                        
|IBM Nederland Financieringen B.V.                  |  | 3,214,286              |  | 11,785,714             |  |                         |  |                        
|ING Bank N.V.                                      |  | 21,428,571             |  | 78,571,429             |  |                         |  |                        
|Eurocredit CDO I, B.V. and Eurocredit CDO II, B.V. |  |                        |  |                        |  | 15,000,000              |  |                        
|KBC Bank NV                                        |  | 5,357,143              |  | 19,642,857             |  |                         |  |                        
|Merrill Lynch Capital Corporation                  |  | 21,428,571             |  | 78,571,429             |  |                         |  |                        
|Debt Strategies Fund III, Inc.                     |  |                        |  |                        |  |                         |  |                        
|Debt Strategies Fund II, Inc.                      |  |                        |  |                        |  |                         |  |                        
|Debt Strategies Fund, Inc.                         |  |                        |  |                        |  |                         |  |                        
|Senior High Income Portfolio, Inc.                 |  |                        |  |                        |  |                         |  |                        
|Morgan Stanley Senior Funding, Inc.                |  | 21,428,571             |  | 78,571,429             |  |                         |  |                        
|Oppenheimer Senior Floating Rate Fund              |  |                        |  |                        |  |                         |  |                        
|Scotiabank Europe plc                              |  | 21,428,571             |  | 8,571,429              |  |                         |  |                        
|Van Kampen Prime Rate Income Trust                 |  |                        |  |                        |  |                         |  |                        
|Van Kampen Senior Income Trust                     |  |                        |  |                        |  |                         |  |                        
|UBS AG, London Branch                              |  | 21,428,571             |  | 78,571,429             |  |                         |  |                        
|                                                   |  |                        |  |                        |  |                         |  |                        
|Total                                              |  | €750,000,000           |  | €2,750,000,000         |  | €95,000,000             |  | US$                    

119

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SCHEDULE 2

CONDITIONS PRECEDENT DOCUMENTS

PART 1

TO BE DELIVERED BEFORE THE FIRST ADVANCE

1.     Constitutional Documents



2.     Authorisations

3.     Legal opinions

120

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4.     Existing Financial Indebtedness



5.     Capital and corporate structure

6.     Finance Documents

121

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7.     Financial information

8.     Other documents

122

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PART 2

TO BE DELIVERED BY AN ADDITIONAL GUARANTOR

123

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|6. | (a) | Where the Additional Guarantor will become a UPC Broadband Holdco at the same time as, or after, it becomes an Additional Guarantor, a pledge over all the issued shares of UPC Broadband substantially in the same form as a
share pledge already granted to the Security Agent over shares of UPC Broadband or in such other form as the Security Agent may reasonable require, together with such notices and other documents as the Security Agent may require to perfect such share
pledge.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | (b) | In the case of an Additional Guarantor (other than any UPC Broadband Holdco), a pledge over all the issued shares of any Subsidiary (aRelevant Subsidiary) of the Additional Guarantor (other than shares
not owned by the Additional Guarantor or any Subsidiary of the Additional Guarantor) if in the opinion of the Security Agent such pledge is necessary to maintain the coverage of the Security Documents over shares in Obligors (other than UPC Holding
and any other UPC Broadband Holdco) or other key members of the Borrower Group (being holding companies in respect of one or more members of the Borrower Group which carry on business in a particular jurisdiction). Such share pledge shall be in
substantially the same form as a Share Pledge already granted to the Security Agent over shares in a person incorporated in the same jurisdiction as the Relevant Subsidiary or in such other form as the Security Agent may reasonably require, together
with such notices and other documents as the Security Agent may require to perfect such pledge.

124

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125

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SCHEDULE 3

MANDATORY COST FORMULAE

AB+C(B-D)+Ex0.01100-(A+C)

per cent. per annum




Ex0.01300

per cent. per annum




126

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127

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128

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SCHEDULE 4

FORM OF REQUEST AND CANCELLATION NOTICE

PART 1

FORM OF REQUEST

|To:        |  | [                        ] |  |                       
|---------- |  | -------------------------- |  | ----------------------
|Attention: |  | [                        ] |  |                       
|From:      |  | [Borrower]                 |  | Date: [              ]

REQUEST (ADVANCE)

UPC Broadband Holding B.V.€3,500,000,000 and US$347,500,000 and €95,000,000 Term and Revolving Credit Agreement dated
[          ], 2000

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:         |  | [A, B, C1 or C2]
|--- |  | ----------------- |  | ----------------
|(b) |  | Utilisation Date: |  | [          ]    
|(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:
[                        ].

We
confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Request.

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]

129

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PART 2

FORM OF CANCELLATION AND/OR PREPAYMENT NOTICE

|To:   | [    ] as Facility Agent |  |  |  |                            
|----- | ------------------------ |  |  |  | ---------------------------
|From: | [BORROWER]               |  |  |  |                            
|      |                          |  |  |  | Date:        [            ]

UPC Broadband Holding B.V.  €3,500,000,000 and US$347,500,000 and €95,000,000 Term and
Revolving Credit Agreement dated [            ], 2000

|1. | [We wish to cancel a portion of Total Facility A Commitments(*) and/or*/Total Facility B Commitments* and/or* Total Facility C Commitments* in the following amounts:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Cancellation:                                                                                                                                                        
|   | Total Facility A Commitments:                                                                                                                                        
|   | Total Facility B Commitments:                                                                                                                                        
|   | Total Facility C1 Commitments:                                                                                                                                       
|   | Total Facility C2 Commitments:                                                                                                                                       
|OR
|   | [We wish to prepay the whole or part of the following Advances which are to be applied against the Facilities in the following order:                                
|   | (a)                                                                                                                                                                  
|   |                                                                                                                                                                      
|   |                                                                                                                                                                      
|   |                                                                                                                                                                      
|   |                                                                                                                                                                      
|   | (b)                                                                                                                                                                  
|   |                                                                                                                                                                      
|   |                                                                                                                                                                      
|   |                                                                                                                                                                      
|   |                                                                                                                                                                      

---

By:
[BORROWER]
Authorised Signatory

130

---



SCHEDULE 5

FORMS OF ACCESSION DOCUMENTS

PART 1

NOVATION CERTIFICATE

|To:   |  | [    ] as Facility Agent and UPC Broadband Holding B.V. |  |                       
|----- |  | ------------------------------------------------------- |  | ----------------------
|From: |  | [THE EXISTING LENDER] and [THE NEW LENDER]              |  | Date: [              ]

UPC Broadband Holding B.V.€3,500,000,000 and US$347,500,000 and €95,000,000 Term and
Revolving Credit Agreement dated [                        ], 2000

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.

---

131

---



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:                                                                                     
|Date:             |  | Date:                                                                                   

132

---



PART 2

Guarantor Accession Agreement

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

From:
[PROPOSED GUARANTOR]

Date:
[                        ]

UPC Broadband Holding B.V.€3,500,000,000 and US$347,500,000 and €95,000,000 Term and Revolving Credit Agreement dated
[                        ], 2000

We
refer to Clause 26.4 (Additional Guarantors). 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 GUARANTOR]  |  | ) |  |                   
|acting by             |  | ) |  | Director/Secretary
|and                   |  | ) |  |                   

133

---



PART 3

FORM OF VERIFICATION LETTER

|To:   |  | UPC BROADBAND HOLDING B.V.
|----- |  | --------------------------
|From: |  | [NEW LENDER] as New Lender

Date: [                        ]

Dear
Sirs

UPC Broadband Holding B.V.€3,500,000,000 and US$347,500,000 and €95,000,000 Term and Revolving Credit Agreement dated
[            ], 2000 (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) of the Credit Agreement we will be]/[We are currently
a Facility A Lender and we are] 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) of the Credit Agreement we will be]/[We are
currently a Facility A Lender and we are] exempted from the requirement to be a Professional Market Party because we form part of a closed circle (besloten
kring) with UPC Broadband.](2)

[We
enclose with this letter a copy of the documents which provide evidence of this status.](3) /[We are incorporated in [    ]
and act under the supervision of [    ].](4)

Yours
faithfully

[New Lender]

---

134

---



THE SCHEDULE

THE EXEMPTION REGULATION CATEGORIES

135

---



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]
|---------- |  | ------------ |  | ---------------------------
|Re:        |  | The Facility |  |                            
|Borrowers: |  |             
|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:



136

---











137

---













138

---







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

Yours
faithfully

---

For
and on behalf of

[Arranger]

|To:                                    |  | [Existing Lender]                                       
|-------------------------------------- |  | --------------------------------------------------------
|                                       |  | The Borrower and each other member of the Borrower Group
|                                       |  |                                                         
|We acknowledge and agree to the above:

---

For
and on behalf of

[New
Lender]

139

---



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

140

---



broadly
interpreted to 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

141

---



effective
as to the Existing Lender) solely with application to any Evaluation Material concerning the Borrower that is 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

142

---



Agreement,
the Schedules, confirmations and other transaction documents, and signatures hereto and thereto, shall be duplicate originals.

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:            |  | 

143

---



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:

144

---



SCHEDULE 7

SECURITY DOCUMENTS

|3. | (a) | Obligor Pledge of Shareholder Loans between UPC Broadband, UPC Scandinavia Holding B.V., UPC Central Europe Holdings B.V. (previously called Stipdon Investments B.V.), UPC Nederland B.V. and UPC Financing Partnership and
the Security Agent dated 31st October, 2000;
|-- | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

145

---





146

---



SCHEDULE 8

Relevant Security Interests

147

---



SCHEDULE 9

Relevant Financial Indebtedness

148

---



SCHEDULE 10

BORROWER GROUP STRUCTURE

GRAPHIC

---

149

---



SCHEDULE 11
SHAREHOLDERS' AGREEMENTS

150

---



SIGNATORIES

Borrowers

UPC
DISTRIBUTION HOLDING B.V.

UPC
FINANCING PARTNERSHIP

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.

Lead Arrangers

CHASE
MANHATTAN plc

TD
BANK EUROPE LIMITED

ABN
AMRO BANK N.V.

BANK
OF AMERICA INTERNATIONAL LIMITED

BNP
PARIBAS

151

---



CIBC
WORLD MARKETS plc

CRÉDIT
LYONNAIS S.A.

FORTIS
BANK (NEDERLAND) N.V.

THE
ROYAL BANK OF SCOTLAND plc

Lenders

THE
CHASE MANHATTAN BANK

THE
TORONTO-DOMINION BANK

TORONTO
DOMINION (TEXAS), INC.,

ABN
AMRO BANK N.V.

BNP
PARIBAS, BELGIAN BRANCH

CIBC
WORLD MARKETS plc

CRÉDIT
LYONNAIS S.A.

FORTIS
BANK (NEDERLAND) N.V.

N
B INTERNATIONAL FINANCE B.V.

THE
ROYAL BANK OF SCOTLAND plc

152

---



ABBEY
NATIONAL TREASURY SERVICES PLC

LEHMAN
COMMERCIAL PAPER Inc.

BANCA
COMMERCIALE ITALIANA S.p.A.

BEAR
STEARNS CORPORATE LENDING INC.

CITIBANK,
N.A.

CREDIT
SUISSE FIRST BOSTON

DAIMLER
CHRYSLER CAPITAL SERVICES (DEBIS) BELGIUM S.A.

DLJ
CAPITAL FUNDING, INC.

DRESDNER
BANK AG LONDON BRANCH

HARBOURMASTER
LOAN CORPORATION B.V.

GOLDMAN
SACHS CREDIT PARTNERS, L.P.

GOLDMAN
SACHS CREDIT PARTNERS, L.P.

THE
GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND

IBM
NEDERLAND FINANCIERINGEN B.V.

153

---



ING
BANK N.V.

EUROCREDIT
CDO I B.V. AND EUROCREDIT CDO II B.V.

KBC
FINANCE IRELAND

MERRILL
LYNCH CAPITAL CORPORATION

DEBT
STRATEGIES FUND III, Inc

DEBT
STRATEGIES FUND II, Inc

DEBT
STRATEGIES FUND, Inc

SENIOR
HIGH INCOME PORTFOLIO, Inc.

MORGAN
STANLEY SENIOR FUNDING Inc.

OPPENHEIMER
SENIOR FLOATING RATE FUND

SCOTIABANK
EUROPE plc

VAN
KAMPEN PRIME RATE INCOME TRUST

VAN
KAMPEN SENIOR INCOME TRUST

UBS
AG, LONDON BRANCH

154

---



Facility Agent

TD
BANK EUROPE LIMITED

TORONTO
DOMINION (TEXAS), INC.,

Security Agent

TD
BANK EUROPE LIMITED

155

---



SIGNATORIES

Borrowers

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 Agents

TD
BANK EUROPE LIMITED

TORONTO
DOMINION (TEXAS) LLC

Security Agent

TD
BANK EUROPE LIMITED

156

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