EXHIBIT 10.16

                                                                  CONFORMED COPY






                             DATED 10TH MARCH 1999
                             ----------------------


                                    Borrower
                                 N.V. TELEKABEL                             (1)

                                  Guaranteed by
                             CERTAIN SUBSIDIARIES OF
                                 N.V. TELEKABEL                             (2)

                                   Arranged by
                      BANK OF AMERICA INTERNATIONAL LIMITED
                                 CITIBANK, N.A.
                             DEUTSCHE BANK AG LONDON
                                MEESPIERSON N.V.
                                     PARIBAS                                (3)

                          THE BANKS REFERRED TO HEREIN                      (4)

                                 Overdraft Bank
                                MEESPIERSON N.V.                            (5)

                                      Agent
                                MEESPIERSON N.V.                            (6)

                                 Security Agent
                     STICHTING SECURITY AGENT N.V. TELEKABEL                (7)

                            Security Agent Guarantor
                                MEESPIERSON N.V.                            (8)

                    ----------------------------------------

                                 LOAN AGREEMENT
                     FOR FACILITIES OF UP TO EURO340,000,000

                    ----------------------------------------

                                   NORTON ROSE
                                     London


<PAGE>
<TABLE>
<CAPTION>
                                                CONTENTS
                                                --------

CLAUSE                                          HEADING                                              PAGE
<S>      <C>                                                                                         <C>
1        Purpose and definitions.......................................................................1
         1.1      Purpose..............................................................................1
         1.2      Definitions..........................................................................2
         1.3      Headings............................................................................19
         1.4      Construction of certain terms.......................................................19
         1.5      Majority Banks......................................................................21
         1.6      Agent's opinion.....................................................................21

2        The Facilities...............................................................................22
         2.1      Amount..............................................................................22
         2.2      Obligations several.................................................................22
         2.3      Interests several...................................................................22

3        Conditions...................................................................................23
         3.1      Documents and evidence..............................................................23
         3.2      General conditions precedent........................................................23
         3.3      Waiver of conditions precedent......................................................24
         3.4      Notification........................................................................24
         3.5      NUON Security.......................................................................24
         3.6      Conditions subsequent...............................................................24

4        Advances.....................................................................................26
         4.1      Maximum Revolving Advance Outstandings..............................................26
         4.2      Drawdown of Revolving Advances......................................................26
         4.3      Term and Amount of Revolving Advances...............................................26
         4.4      Notification to Banks...............................................................26
         4.5      Termination of Commitments..........................................................27
         4.6      Repayment of Revolving Advances.....................................................27
         4.7      Conversion to a Term Loan and consolidation.........................................27
         4.8      Term Advances.......................................................................27
         4.9      First Advance.......................................................................28
         4.10     Application of proceeds.............................................................28

5        Interest; alternative interest rates.........................................................29
         5.1      Normal interest rate................................................................29
         5.2      Applicable Margin...................................................................29
         5.3      Interest Periods....................................................................29
         5.4      Selection of Interest Periods for Term Advances.....................................30
         5.5      Determination of Interest Periods for Term Advances.................................30
         5.6      Interest for late payment...........................................................30
         5.7      Notification of interest periods and interest rates.................................31
         5.8      Reference Bank quotations...........................................................31
         5.9      Market disruption; non-availability.................................................31
<PAGE>


6        The Overdraft Facility.......................................................................33
         6.1      The Overdraft Facility..............................................................33
         6.2      Terms and conditions................................................................33
         6.3      Utilisation, interest and repayment.................................................33

7        Repayment, prepayment and cancellation.......................................................34
         7.1      Repayment...........................................................................34
         7.2      Voluntary prepayment................................................................34
         7.3      Additional voluntary prepayment.....................................................34
         7.4      Mandatory prepayment................................................................34
         7.5      Amounts payable on prepayment.......................................................35
         7.6      Notice of prepayment................................................................36
         7.7      Cancellation of Commitments.........................................................36
         7.8      Application of prepayments to repayment instalments.................................36

8        Fees and expenses............................................................................37
         8.1      Fees................................................................................37
         8.2      Expenses............................................................................37
         8.3      Value Added Tax.....................................................................38
         8.4      Stamp and other duties..............................................................38
         8.5      Indemnity...........................................................................38

9        Payments and Taxes; accounts and calculations................................................39
         9.1      No set-off or counterclaim; distribution to the Banks...............................39
         9.2      Payments by the Banks...............................................................39
         9.3      Non-Banking Days....................................................................39
         9.4      Agent may assume receipt............................................................39
         9.5      Grossing-up for Taxes...............................................................40
         9.6      Qualifying Banks....................................................................40
         9.7      Claw-back of Tax benefit............................................................41
         9.8      Certification to secure a Tax benefit...............................................41
         9.9      Bank accounts.......................................................................42
         9.10     Partial payments....................................................................42
         9.11     Calculations........................................................................43
         9.12     Certificates conclusive.............................................................43
         9.13     Reconventioning.....................................................................43

10       Guarantee....................................................................................44
         10.1     Covenant to pay.....................................................................44
         10.2     Guarantors as principal debtors; indemnity..........................................44
         10.3     No security taken by Guarantors.....................................................44
         10.4     Interest............................................................................44
         10.5     Continuing security and other matters...............................................45
         10.6     New accounts........................................................................45
         10.7     Liability unconditional.............................................................45
         10.8     Collateral Instruments..............................................................46
         10.9     Waiver of Guarantors' rights........................................................46
         10.10    Suspense accounts...................................................................47
         10.11    Settlements conditional.............................................................47

<PAGE>

         10.12    Guarantors to deliver up certain property...........................................47
         10.13    Retention of this guarantee.........................................................47
         10.14    Changes in constitution or reorganisations of Secured Parties.......................47
         10.15    Other Guarantors....................................................................48
         10.16    Acceding Guarantors.................................................................48

11       Representations and warranties...............................................................50
         11.1     Repeated representations and warranties.............................................50
         11.2     Further representations and warranties..............................................52
         11.3     First Advance representations and warranties........................................55
         11.4     Repetition..........................................................................56

12       Undertakings.................................................................................58
         12.1     Positive covenants..................................................................58
         12.2     Negative covenants..................................................................65

13       Financial covenants..........................................................................70
         13.1     Financial covenants.................................................................70
         13.2     Auditors certificate................................................................71

14       Events of Default............................................................................73
         14.1     Events of default...................................................................73
         14.2     Acceleration........................................................................79
         14.3     Demand basis........................................................................80

15       Indemnities..................................................................................81
         15.1     Miscellaneous indemnities...........................................................81
         15.2     Currency of account: currency indemnity.............................................81
         15.3     Environmental indemnity.............................................................82
         15.4     ESGB reserve requirements...........................................................82

16       Unlawfulness and increased costs; mitigation.................................................83
         16.1     Unlawfulness........................................................................83
         16.2     Increased costs.....................................................................83
         16.3     Exceptions..........................................................................84
         16.4     Mitigation..........................................................................85

17       Set-off and pro rata payments................................................................86
         17.1     Set-off.............................................................................86
         17.2     Pro rata payments...................................................................86
         17.3     No release..........................................................................87
         17.4     No charge...........................................................................87

18       Assignment substitution and lending offices..................................................88
         18.1     Benefit and burden..................................................................88
         18.2     No assignment by Obligors...........................................................88
         18.3     Assignment by Banks.................................................................88
         18.4     Transfer............................................................................88

<PAGE>

         18.5     Reliance on Transfer Certificate....................................................89
         18.6     Authorisation of Agent..............................................................89
         18.7     Construction of certain references..................................................89
         18.8     Lending offices.....................................................................90
         18.9     Disclosure of information...........................................................90

19       Joint Arrangers, Agent, Security Agent, the Security Agent Guarantor Overdraft Bank and
         Reference Banks..............................................................................91
         19.1     Appointment of Agent................................................................91
         19.2     Agent's actions.....................................................................91
         19.3     Agent's duties......................................................................91
         19.4     Agent's rights......................................................................92
         19.5     No liability of Joint Arrangers, Security Agent, Security Agent Guarantor and Agent.93
         19.6     Non-reliance on Joint Arrangers, Security Agent, Security Agent Guarantor, Overdraft
                  Bank or Agent.......................................................................94
         19.7     No Responsibility on Joint Arrangers, Security Agent, the Security Agent Guarantor,
                  the Overdraft Bank or Agent for any Obligor's performance...........................94
         19.8     Reliance on documents and professional advice.......................................95
         19.9     Other dealings......................................................................95
         19.10    Rights of Agent, Overdraft Bank and Security Agent Guarantor as Bank: no partnership95
         19.11    Amendments: waivers.................................................................95
         19.12    Reimbursement and indemnity by Banks................................................96
         19.13    Retirement of Agent.................................................................97
         19.14    Retirement of Overdraft Bank........................................................98
         19.15    Change of Reference Banks...........................................................98
         19.16    Prompt distribution of proceeds.....................................................98

20       Notices and other matters....................................................................99
         20.1     Notices.............................................................................99
         20.2     Notices through the Agent..........................................................101
         20.3     No implied waivers remedies cumulative.............................................101
         20.4     English translations...............................................................101
         20.5     Counterparts.......................................................................101

21       Governing law and Jurisdiction..............................................................102
         21.1     Law................................................................................102
         21.2     Submission to jurisdiction.........................................................102
         21.3     Agent for service of process.......................................................102


<PAGE>


SCHEDULE

1        Part A - The Banks and their Commitments....................................................103
         Part B -Charging Subsidiaries and Original Guarantors.......................................104

2        Form of Drawdown Notice.....................................................................106

3        Documents and evidence required as conditions precedent to first Advance....................107

4        Calculation of Additional Cost..............................................................110

5        Form of Transfer Certificate................................................................112

6        Part A - Compliance Certificate to be delivered by an Authorised Officer of the Borrower....116
         Part B - Compliance Certificate to be delivered by the auditors of the Group................118

7        Registrations...............................................................................120

8        Principal Agreements........................................................................121

9        Part A - Guarantor's Deed of Accession......................................................122
         Part B - Documents and Evidence to be delivered by an Acceding Guarantor....................123

10       Form of Quarterly Management Accounts/Monthly Information...................................125

11       Management Base Case....................................................................... 136
</TABLE>




<PAGE>


74

THIS AGREEMENT is dated 10th March, 1999 and made BETWEEN:

(1)       N.V. TELEKABEL as Borrower;

(2)       THE ENTITIES listed in part B of schedule 1 as Original Guarantors;

(3)       BANK OF AMERICA INTERNATIONAL LIMITED,  CITIBANK,  N.A., DEUTSCHE BANK
          AG LONDON, MEESPIERSON N.V. AND PARIBAS as Joint Arrangers;

(4)       THE BANKS AND FINANCIAL INSTITUTIONS whose names and addresses are set
          out in part A of schedule 1;

(5)       MEESPIERSON N.V. as Overdraft Bank;

(6)       MEESPIERSON N.V. as Agent;

(7)       STICHTING SECURITY AGENT N.V. TELEKABEL as Security Agent; and

(8)       MEESPIERSON N.V. as Security Agent Guarantor.

IT IS AGREED as follows:

1         PURPOSE AND DEFINITIONS
          -----------------------
1.1       PURPOSE
          -------

          This Agreement  sets out the terms and conditions  upon and subject to
          which the Banks agree, according to their several obligations, to make
          available to the Borrower a revolving credit facility (converting to a
          term loan) of up to  euro335,000,000  and the Overdraft Bank agrees to
          make  available  to  the  Borrower  an  overdraft  facility  of  up to
          euro5,000,000  to be used  (in  each  case)  for the  purposes  of (i)
          financing  capital  expenditure and working capital in relation to the
          Project, (ii) repaying  inter-company loans made by the Shareholder to
          the Borrower in order to refinance  the NUON  Facility up to a maximum
          of NLG  500,000,000,  (iii) repaying  inter-company  loans made by the
          Shareholder  to the  Borrower  prior  to the  date of  this  Agreement
          representing  the on-lending of the proceeds of  subscriptions in cash
          for equity share capital in the Shareholder and/or inter-company loans
          made to the  Shareholder  by UTH and/or NUON and/or UPC, to the extent
          that the aggregate of Subordinated  Shareholder Loans and equity share
          capital in the Borrower  subscribed  for in cash and/or assets exceeds
          on the date of the  first  Advance  NLG  412,000,000;  (iv)  financing
          expenses  incurred in connection  with the Facilities and (v) repaying
          Additional  Subordinated  Shareholder Loans to the extent permitted by
          clause 12.2(k).

                                       1
<PAGE>


1.2       DEFINITIONS
          -----------

          In this Agreement, unless the context otherwise requires:

          "1999 BUDGET" means the budget for the Group for the period commencing
          on 1st January, 1999 and ending on 31st December, 1999;

          "ACCEDING  GUARANTORS"  means those entities which have become a party
          to this Agreement as Guarantors pursuant to clause 10.16;

          "ACCOUNT  PLEDGE" means the pledge of claims over the Charged Accounts
          and the  amounts  standing  to the  credit  from time to time  thereof
          entered  into  or to be  entered  into  by the  Borrower  and  certain
          Original  Guarantors  in respect of the Charged  Accounts in favour of
          the Secured Parties in the agreed form;

          "ADDITIONAL  COST"  means  in  relation  to any  period  a  percentage
          calculated for such period at an annual rate  determined in accordance
          with schedule 4;

          "ADDITIONAL  SUBORDINATED SHAREHOLDER LOAN" means Borrowed Money of up
          to  euro18,000,000  made available by a  Subordinated  Creditor to the
          Borrower after the date of this Agreement  pursuant to the UPC Funding
          Undertaking;

          "ADVANCE" means a Revolving Advance or a Term Advance (as applicable);

          "AGENT" means  MeesPierson N.V. of Coolsingel 93, 3012 AE,  Rotterdam,
          The Netherlands or such other person as may be appointed agent for the
          Banks pursuant to clause 19.13;

          "AGGREGATE  TOTAL  COMMITMENTS"  means  the  aggregate  of  the  Total
          Commitments and the Overdraft Facility Amount;

          "ANNUAL  BUDGET"  means a budget  in  respect  of the  Group  for each
          financial year containing  information of a substantially similar type
          and to a  substantially  similar level of detail as the 1999 Budget or
          containing such additional  information or additional  level of detail
          as  the  Borrower  reasonably  deems  necessary,   or,  omitting  such
          information or to such lesser level of detail,  as has at the relevant
          time, been approved in writing by the Agent acting on the instructions
          of the Majority Banks;

          "ANNUALISED  CONSOLIDATED  EBITDA"  means twice the  aggregate  of the
          Consolidated EBITDA in respect of the relevant Six Month Period;

          "ANNUALISED  CONSOLIDATED  EBITDA BEFORE  MANAGEMENT FEES" means twice
          the aggregate of the  Consolidated  EBITDA before  management  fees in
          respect of the relevant Six Month Period;

          "ASSOCIATED  COMPANY" of a person  means (i) any other person which is
          directly or  indirectly  controlled  by, under common  control with or
          controlling  such person or (ii) any other person owning  beneficially
          and/or  legally  directly or  indirectly  10 per cent.  or more of the
          equity  interest  in such  person  or 10 per  cent.  of  whose  equity


                                      2

<PAGE>

          interest is owned  beneficially  and/or legally directly or indirectly
          by such person. For the purposes of this definition the term "control"
          means  possession,  directly or indirectly,  of the power to direct or
          cause the direction of the management and policies of a person whether
          through the ownership of interests or voting  securities,  by contract
          or otherwise;

          "AUTHORISED  OFFICER"  means that  officer or officers of the Borrower
          authorised to sign Compliance Certificates, Drawdown Notices and other
          notices,  requests, or confirmations  referred to in this Agreement or
          relating to the Facilities;

          "BANKING DAY" means:

          (a)  a day (other  than a Saturday  or Sunday) on which banks are open
               for business in London, Rotterdam and Paris; and

          (b)  in  relation  to  rate  fixing  a  day  on  which  Trans-European
               Automated  Real-time  Gross  Settlement  Express  Transfer system
               (TARGET) is operating;

         "BANKS" means the banks and financial  institutions listed in part A of
         schedule 1 and includes their successors in title and Transferees;

         "BORROWED MONEY" means Indebtedness in respect of (i) money borrowed or
         raised and debit balances at banks,  (ii) any bond,  note,  loan stock,
         debenture or similar debt  instrument,  (iii) acceptance or documentary
         credit facilities,  (iv) receivables sold or discounted (otherwise than
         on a non-recourse  basis), (v) payments for assets acquired or services
         supplied  deferred  for a period  of over 90 days  after  the  relevant
         assets were or are to be acquired or the relevant  services were or are
         to be supplied, (vi) finance leases and hire purchase contracts,  (vii)
         any other transaction  (including  without  limitation  forward sale or
         purchase  agreements)  having the  commercial  effect of a borrowing or
         raising of money or of any of (ii) to (vi) above and (viii)  guarantees
         in respect of  Indebtedness  of any person falling within any of (i) to
         (vii)  above  (for the  avoidance  of doubt,  without  double  counting
         guarantees given by a member of the Charging Group for the Indebtedness
         of another  member of the Charging  Group)  provided that  Indebtedness
         which  has  been  cash  collateralised  shall  not be  included  in any
         calculation of Borrowed Money to the extent so cash collateralised;

         "BORROWER"   means  N.V.   TeleKabel   a  limited   liability   company
         incorporated  under  the laws of The  Netherlands  with its  registered
         office in Amsterdam and its business office at Waterstraat 11, Velp GLD
         6882GA, The Netherlands;

         "CABLE SYSTEMS" means the telecommunications  and/or television systems
         constructed  or to be  constructed  in  relation  to  the  Project  and
         includes any part of such system and all modifications,  substitutions,
         replacements, renewals and extensions made to such systems;

                                       3
<PAGE>

         "CHARGED  ACCOUNTS"  means the  accounts  of the  Borrower  and certain
         Original  Guarantors  into which the  proceeds of the Earnings are from
         time to time placed;

         "CHARGING  GROUP"  means the Borrower and the Charging  Subsidiaries of
         the  Borrower from time to time;

         "CHARGING  SUBSIDIARIES"  means the Original  Guarantors  together with
         such  Acceding  Guarantors  as have given an  unlimited  Guarantee  and
         entered into the relevant Security  Documents  referred to in part B of
         schedule 9;

         "COLLATERAL  INSTRUMENTS" means notes, bills of exchange,  certificates
         of  deposit  and  other  negotiable  and  non-negotiable   instruments,
         guarantees  and any other  documents or  instruments  which  contain or
         evidence an obligation (with or without security) to pay,  discharge or
         be  responsible   directly  or  indirectly  for,  any  Indebtedness  or
         liabilities under this Agreement and includes Encumbrances;

         "COMMITMENT"  means,  in relation to a Bank,  at any relevant  time the
         amount set  opposite  its name in part A of  schedule 1 and/or,  in the
         case of a Transferee,  the amount  novated as specified in the relevant
         Transfer Certificate, as reduced, in each case, by any relevant term of
         this Agreement and so that, if at such time the Total  Commitments have
         been  reduced  to  zero,  references  to a Bank's  Commitment  shall be
         construed as a reference to that Bank's Commitment immediately prior to
         such reduction to zero;

         "COMPLIANCE  CERTIFICATE" means either (i) a certificate  substantially
         in  the  form  set  out in  part A of  schedule  6 in  relation  to the
         compliance (or otherwise) with the undertakings in clause 13 (if not in
         compliance   indicating  the  extent  of  the  breach)  issued  by  the
         Authorised Officer of the Borrower in relation to Quarterly  Management
         Accounts  or (ii) a  certificate  substantially  in the form set out in
         part B of schedule 6 in relation to the compliance (or otherwise)  with
         the  undertakings  in clause 13 (if not in  compliance  indicating  the
         extent  of the  breach)  issued  by the  auditors  of the  Borrower  in
         relation to annual financial statements;

         "CONSOLIDATED  EBITDA BEFORE MANAGEMENT FEES" means, in respect of each
         Quarterly  Period or financial  year, the Net Income of the Group (plus
         any  depreciation,   amortisation,  other  non-cash  charges  (such  as
         deferred  Taxes),  Management  Fees  accrued  (whether  paid or not) in
         respect  of such  Quarterly  Period or  financial  year)  and  interest
         expense  and other  charges  in  respect  of  Borrowed  Money) for such
         Quarterly Period or financial year adjusted as follows:

         (a)   minus extraordinary income of the Group for such Quarterly Period
               or financial year;

         (b)   plus any  extraordinary  expenses of the Group for such Quarterly
               Period or financial year; and

                                       4
<PAGE>


         (c)   minus any interest income of the Group for such Quarterly  Period
               or financial year;

         all as determined in accordance  with GAAP used in the  preparation of,
         and as shown in, the relevant  annual audited  financial  statements or
         Quarterly  Management  Accounts  prepared  and  delivered  to the Agent
         pursuant to clause 12.1(f)(i) and clause 12.1(g) (as the case may be);

         "CONSOLIDATED  EBITDA" means Consolidated EBITDA before Management Fees
         minus  any  Management  Fees  (including   accrued   Management   Fees)
         constituting  Permitted  Payments  paid during the  relevant  Quarterly
         Period or financial year all as determined in accordance with GAAP used
         in the  preparation  of, and as shown in, the relevant  annual  audited
         financial  statements  or Quarterly  Management  Accounts  prepared and
         delivered to the Agent pursuant to clause 12.1(f)(i) and clause 12.1(g)
         (as the case may be);

         "CONTRIBUTION"  means, in  relation to a Bank, the principal  amount of
         the Loan owing to such Bank  at any relevant time;

         "DEFAULT" means any Event of Default or any event or circumstance which
         would,  upon the  giving of a notice by the Agent  and/or the expiry of
         the relevant  period and/or the  fulfilment of any other  condition (in
         each case as specified in clause 14.1), constitute an Event of Default;

         "DERIVATIVES  CONTRACT"  means  a contract,  agreement  or  transaction
         which is:

          (i)  a  rate  swap,   basis  swap,   commodity   swap,   forward  rate
               transaction,  commodity option, equity (or equity or other index)
               swap or  option,  bond  option,  interest  rate  option,  foreign
               exchange  transaction,  collar or floor,  currency swap, currency
               option or any other similar transaction; and/or

         (ii)  any  combination  of such  transactions,

         in each case, whether on-exchange or otherwise;

         "DRAWDOWN  DATE"  means  the  date,  being  a  Banking  Day on which an
         Advance is or is to be drawn down;

         "DRAWDOWN  NOTICE" means a  notice in the form or  substantially in the
         form of schedule 2;

         "EARNINGS"  means  all  monies  whatsoever  from  time to time  due and
         payable to any member of the Charging  Group  arising out of the use or
         operation  of the Cable  Systems  including  (without  limitation)  all
         revenues and other payments due from Subscribers and damages for breach
         of any Subscriber's Agreement;

         "EMU" means Economic and Monetary Union as contemplated in the Treaty;

                                       5
<PAGE>

         "EMU LEGISLATION"  means  legislative  measures of the European Council
         for the  introduction  of,  changeover to, or operation of, a single or
         unified European currency;

         "ENCUMBRANCE"  means any mortgage,  charge (whether fixed or floating),
         pledge,  lien,  hypothecation,  assignment  by way of  security,  trust
         arrangement  for the purpose of  providing  security or other  security
         interest of any kind securing any obligation of any person or any other
         arrangement  having the effect of  conferring  rights of  retention  or
         other disposal rights over an asset (including without limitation title
         transfer  and/or  retention  arrangements  having a similar effect or a
         deposit of money with the  primary  intention  of  affording a right of
         set-off) and includes any  agreement to create any of the foregoing but
         does not include  liens  arising in the  ordinary  course of trading by
         operation of law and not by way of contract;

         "ENVIRONMENTAL  CLAIM"  means any claim,  notice  prosecution,  demand,
         action,  official  warning,  abatement or other order  (conditional  or
         otherwise)  relating to  Environmental  Matters or any  notification or
         order requiring compliance with the terms of any Environmental  Licence
         or Environmental Law;

         "ENVIRONMENTAL LAW" includes all or any law, statute, rule, regulation,
         treaty, by-law, code of practice,  order, notice,  demand,  decision of
         the  courts  or of any  governmental  authority  or agency or any other
         regulatory or other body in any jurisdiction  relating to Environmental
         Matters;

         "ENVIRONMENTAL LICENCE" includes  any permit,  licence,  authorisation,
         consent or other  approval  required  at any time by any  Environmental
         Law;

         "ENVIRONMENTAL MATTERS" includes (a) the generation, deposit, disposal,
         keeping,    treatment,    transportation,    transmission,    handling,
         importation,  exportation, processing, collection, sorting, presence or
         manufacture  of any  waste or any  Relevant  Substance;  (b)  nuisance,
         noise, defective premises,  health and safety at work or elsewhere; and
         (c) the pollution,  conservation or protection of the environment (both
         natural and built) or of man or any living  organisms  supported by the
         environment or any other matter whatsoever affecting the environment or
         any part of it;

         "EURIBOR" means in relation to a particular period:

         (a)      the  percentage  rate  per  annum  which is  sponsored  by the
                  European Banking Federation and which appears on Telerate page
                  248 (or such other page as may  replace  such page 248 on such
                  system or on any other  system of the  information  vendor for
                  the  time  being  designated  by the  Federation  Bancaire  de
                  l'Union Europeene to be the official collector, calculator and
                  distributor of the Euro Interbank Offered Rate; or

                                       6
<PAGE>


         (b)      if no such  rate is to  appear  on the  Telerate  Screen,  the
                  arithmetic mean (rounded upward, if necessary,  to the nearest
                  five decimal  places) of the annual rates,  as supplied to the
                  Agent at its request, quoted by the Reference Banks to leading
                  banks in the  Interbank  Market  of any  Participating  Member
                  State(s),

          at or about 11.00 a.m. Central European Time on the second Banking Day
          before the first day of such  period for the  offering  of deposits in
          euros in an amount  approximately  equal to the amount in  relation to
          which  EURIBOR is to be  determined  for a period  equivalent  to such
          period.

          "EURO"  and   "EUROS"  and  "euro"   means  the  single   currency  of
          Participating   Member  States   introduced  in  accordance  with  the
          provisions  of  Article  109(l)4  of the  Treaty and in respect of all
          payments to be made under this  Agreement  in euros means  immediately
          available, freely transferable funds;

          "EURO  UNIT"  means a  currency  unit of the  euro as  defined  in EMU
          Legislation;

          "EVENT OF DEFAULT" means any of the events or circumstances  described
          in clause 14.1;

          "EXCESS  CASH FLOW"  means the  aggregate  Consolidated  EBITDA of the
          Group calculated for the most recently ended financial year (beginning
          with the financial year ending on 31st December 2002), as shown in the
          Quarterly  Management  Accounts  in  respect of the  Quarterly  Period
          ending on 31st  December in any relevant  year,  less (i) any interest
          and other  charges  in  respect  of  Borrowed  Money of the Group paid
          during such financial year, (ii) repayments and/or  prepayments of any
          Borrowed  Money of the Group paid during such  financial  year,  (iii)
          capital  expenditure  of the Group,  whether or not  incurred,  to the
          extent that the same is included in the Annual  Budget for such period
          as  delivered  to the Agent under this  Agreement  and (iv) the amount
          required for the creation of a working  capital  reserve to the extent
          that  the  aggregate  of  all  amounts  so  allocated  do  not  exceed
          euro8,000,000 (or its equivalent) or euro2,000,000 (or its equivalent)
          in any financial year;

          "FACILITIES"  means the  Revolving  Credit  Facility and the Overdraft
          Facility;

          "FINANCE  DOCUMENTS" means this Agreement,  the Security Documents and
          the Interest Rate Hedging Arrangements;

          "FINANCE  PARTIES" means the Agent, the Joint Arrangers,  the Security
          Agent, the Security Agent Guarantor, the Overdraft Bank and the Banks;

          "GAAP" means generally accepted accounting principles and practices in
          the Netherlands;

          "GROUP" means the Borrower and all its Subsidiaries from time to time;

                                       7
<PAGE>


          "GUARANTEE" means the guarantee of the Guarantors  contained in clause
          10 and includes each separate or independent  stipulation or agreement
          by the Guarantors contained in clause 10;

          "GUARANTEED LIABILITIES" means all moneys, obligations and liabilities
          expressed to be guaranteed by the Guarantors in clause 10.2;

          "GUARANTORS"  means (i) the Original  Guarantors and (ii) the Acceding
          Guarantors;

          "HEADENDS"  means  the part of the  Cable  System  that  receives  the
          programme  signals,  whether  by  satellite,  broadcast  or  tape  and
          processes and transmits them to Subscribers of the network;

          "HOLDING  COMPANY" in  relation to a person,  means an entity of which
          that person is a Subsidiary;

          "IMMATERIAL  SUBSIDIARIES"  means any Subsidiary of the Borrower which
          does  not  trade  and has no  interest,  legal or  beneficial,  in the
          Registrations,   the  Cable  Systems,  the  Earnings,   the  Principal
          Agreements,  the share  capital of any other member of the Group which
          is not an Immaterial Subsidiary;

          "INCAPACITY"   means,  in  relation  to  a  person,   the  insolvency,
          liquidation, dissolution, winding-up, administration,  receivership or
          other  incapacity  of that  person  whatsoever  (and in the  case of a
          partnership,  includes the termination or change in composition of the
          partnership);

          "INDEBTEDNESS"  means any  obligation  for the payment or repayment of
          money,  whether  as  principal  or as surety  and  whether  present or
          future, actual or contingent;

          "INFORMATION  MEMORANDUM" means the Information Memorandum in the form
          approved by the Borrower and the Joint  Arrangers to be distributed by
          the Joint  Arrangers at the request of the Borrower in connection with
          this Agreement;

          "INTELLECTUAL  PROPERTY RIGHTS" means any patent,  trademark,  service
          mark,  registered design, trade name or copyright required to carry on
          the business of any member of the Group;

          "INTEREST PAYMENT DATE" means the last day of an Interest Period;

          "INTEREST  PERIOD" means, in relation to any Advance or the Loan, each
          period for the  calculation  of interest in respect of such Advance or
          the Loan ascertained in accordance with clauses 5.3, 5.4 and 5.5;

          "INTEREST RATE HEDGING  ARRANGEMENTS"  means the interest rate hedging
          arrangements  with  respect of the  interest  rate  hedging  programme
          referred to in paragraph (u) of schedule 3;

                                       8
<PAGE>

          "INTEREST  RATE  HEDGING  BANKS"  means  Banks  who are  party  to the
          Interest Rate Hedging Arrangements;

          "JOINT ARRANGERS" means Bank of America  International  Limited of New
          Broad Street House,  35 New Broad Street,  London EC2M 1SH,  Citibank,
          N.A.  of PO Box  200,  Cottons  Centre,  Hays  Lane,  London  SE1 2QT,
          Deutsche Bank AG London of 6 Bishopsgate, London EC2N 4DA, MeesPierson
          N.V. of Coolsingel 93, 3012 AE, Rotterdam, The Netherlands and Paribas
          of 3, Rue d'Antin, 75002 Paris, France;

          "LOAN" means the aggregate  principal  amount owing to the Banks under
          this  Agreement  in respect of the  Revolving  Credit  Facility at any
          relevant time;

          "MAJORITY  BANKS"  means at any relevant  time Banks the  aggregate of
          whose  Commitments  exceeds  662/3  per  cent of the  Aggregate  Total
          Commitments  provided  that,  in the  case of that  Bank  which is the
          Overdraft Bank, for the purposes of calculating  Majority Banks,  such
          Bank's Commitment shall include the Overdraft Facility Amount;

          "MANAGEMENT  BASE CASE" means the  management  base case financial and
          operational  projections for the Group produced by the Borrower in the
          form of schedule 11;

          "MANAGEMENT  FEES" means any  management,  consultancy or similar fees
          payable by any member of the Group to any Relevant Person;

          "MARGIN" means the rate per annum calculated in accordance with clause
          5;

          "MATERIAL  ADVERSE  EFFECT"  means a  material  adverse  effect on the
          ability of the Group (taken as a whole) or the Borrower to perform all
          or any of  their  or its  respective  material  obligations  under  or
          otherwise  comply  with the terms of this  Agreement  or any  Security
          Document;

          "MATERIAL  SUBSIDIARIES"  means all the  Subsidiaries  of the Borrower
          other than the Immaterial Subsidiaries;

          "MONTH" or "MONTHS" means a period beginning in one calendar month and
          ending in the relevant  later  calendar  month on the day  numerically
          corresponding  to the day of the  calendar  month in which it started,
          provided  that (i) if the period  started on the last Banking Day in a
          calendar month or if there is no such numerically  corresponding  day,
          it shall end on the last Banking Day in such later  calendar month and
          (ii) if such numerically  corresponding  day is not a Banking Day, the
          period  shall  end on the next  following  Banking  Day in such  later
          calendar month but if there is no such Banking Day it shall end on the
          preceding Banking Day and "MONTHLY" shall be construed accordingly;

          "MONTHLY INFORMATION" means the monthly information of the Group to be
          delivered (or which may be delivered) to the Agent  pursuant to clause
          12.1(h)  substantially in the form set out in schedule 10 (save that a

                                       9
<PAGE>

          balance sheet shall not be required) or containing  information of the
          same type as is required by such form;

         "MORTGAGE DEED" means a mortgage over immoveables entered into or to be
         entered into by the relevant member of the Charging Group in respect of
         its own  immoveables  in favour of the  Secured  Parties  in the agreed
         form;

         "MOVEABLES PLEDGES" means the pledges over moveables entered into or to
         be entered into by the Borrower and each relevant  Charging  Subsidiary
         in respect of its own moveables in favour of the Secured Parties in the
         agreed form;

         "NECESSARY  AUTHORISATIONS"  means all  approvals,  authorisations  and
         licences (including the Registrations)  from, all rights granted by and
         all filings,  registrations  and agreements with any person  including,
         without limitation,  any government or other regulatory authority, from
         time to time,  necessary in order to enable each member of the Group to
         carry  on  such  business  as may be  permitted  by the  terms  of this
         Agreement and which is carried on by it at the relevant time;

         "NET DERIVATIVES  LIABILITY"  means, at any time, the net liability (if
         any)  at  such  time of the  Group  taken  as a  whole  in  respect  of
         Derivatives  Contracts  determined  by  reference  to the  amounts  (as
         determined  by the Agent),  which would be payable or receivable by the
         Group if all Derivatives Contracts to which any member of the Group was
         a party at such time were  terminated  at such time and replaced by the
         obligation to make a payment reflecting the economic burden or value to
         the  relevant  member of the Group of the  payment  flows  under  those
         Derivatives Contracts remaining at the time of termination;

         "NET INCOME"  means,  for any period,  the net profit after  Management
         Fees and  Taxes of the Group  arising  out of the use or  operation  of
         Cable Systems or other businesses or activities permitted to be carried
         out under this  Agreement  for such period as  determined in accordance
         with  GAAP  used in the  preparation  of and as shown in the  financial
         statements or Quarterly  Management  Accounts in respect of such period
         prepared  and  delivered  to the Agent  pursuant  to clause  12.1(f) or
         12.1(g);

         "NLG" means the lawful currency for the time being of The Netherlands;

         "NUON" means N.V. NUON Energie-Onderneming  voor Gelderland,  Friesland
         en Flevoland,  a Netherlands  public limited liability company with its
         registered office at Arnhem and its business office at Utrechtseweg 68,
         6812BH Arnhem, The Netherlands;

         "NUON  FACILITY"  means  the   inter-company   credit  facilities  made
         available to the Shareholder by NUON of up to NLG 690,000,000  pursuant
         to an  agreement  between the  Shareholder  and NUON dated 31st August,
         1998;

         "OBLIGOR" means the Borrower and each Guarantor;

                                       10
<PAGE>


          "ORIGINAL   GUARANTORS"  means  those  Material  Subsidiaries  of  the
          Borrower whose names,  country of incorporation and principal place of
          business are set out in part B of schedule 1;

          "OVERDRAFT  BANK" means  MeesPierson  N.V. of  Coolsingel  93, 3012 AE
          Rotterdam, The Netherlands;

          "OVERDRAFT   FACILITY"   means  an   overdraft   facility   of  up  to
          euro5,000,000  made  available to the Borrower by the  Overdraft  Bank
          pursuant to clause 2.1(b);

          "OVERDRAFT FACILITY AMOUNT" means at any time euro5,000,000 as reduced
          by any relevant provision of this Agreement;

          "PARTICIPATING  MEMBER  STATE"  means a member  state of the  European
          Union that adopted a single currency in accordance with the Treaty;

          "PERMITTED ACQUISITIONS" means:

          (a)  any  acquisitions  of assets  or  services  made in the  ordinary
               course of business;

          (b)  any   acquisitions  of  the  share  capital  of,  or  assets  and
               liabilities of, a member of the Group by a member of the Charging
               Group as part of the solvent reorganisation of the Group;

          "PERMITTED BORROWINGS" means, without duplication:

          (a)  any  Borrowed  Money  arising  hereunder  or under  the  Security
               Documents;

          (b)  any Borrowed  Money  approved in writing by the Agent  (acting on
               the instructions of the Majority Banks);

          (c)  any Subordinated Shareholder Loan;

          (d)  any Borrowed Money owing by any member of the Group arising under
               deferred  payment  agreements  incurred in the ordinary course of
               business  provided  that such  Borrowed  Money is deferred for no
               longer  than 180 days and is in an  aggregate  amount of not more
               than euro20,000,000 (or its equivalent) outstanding at any time;

          (e)  any deposits or prepayments  constituting Borrowed Money received
               by any member of the Group from a customer or subscriber  for its
               services;

          (f)  any Borrowed  Money owing by any member of the Charging  Group to
               another member of the Charging Group;

          (g)  any  Borrowed  Money  owing  by any  member  of the  Group  being
               Management Fees in respect of which payment has been deferred;

                                       11
<PAGE>

          (h)  any Borrowed Money being  Permitted  Payments in respect of which
               payment has been deferred;

          (i)  any finance  lease  arrangements  entered into with a supplier of
               telecommunications  equipment to the Group in an aggregate amount
               of not more than  euro5,000,000 (or its equivalent) or subject to
               the prior  written  consent  of the  Majority  Banks in excess of
               euro5,000,000 (or its equivalent) in aggregate; and

          (j)  any  Borrowed  Money in addition to the  Borrowed  Money  falling
               within  paragraphs (a) to (i) above and not exceeding at any time
               more than euro5,000,000 in aggregate (or its equivalent);

          "PERMITTED ENCUMBRANCES" means:

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

               until the date of the first Advance  hereunder,  any  Encumbrance
               over  the  shares  of the  Borrower  or  any of its  Subsidiaries
               securing the NUON Facility;

          (b)  any liens  arising in the  ordinary  course of business by way of
               contract  which secure  Borrowed Money falling within part (d) of
               the  definition of "PERMITTED  BORROWINGS"  above or which secure
               any  Indebtedness  under any agreement for the supply of goods or
               services  in respect of which  payment is not  deferred  for more
               than 90 days;

          (c)  any  Encumbrance  approved in writing by the Agent (acting on the
               instructions of the Majority Banks); and

          (d)  any  Encumbrance  not falling within  paragraphs (a) to (d) above
               and securing  Indebtedness  in aggregate not exceeding  5,000,000
               (or its equivalent);

          "PERMITTED PAYMENTS" means any payments or transfers of assets:

          (a)  for the purposes referred to in clause 1.1 (ii) and (iii);

          (b)  by way of the  repayment  on the  date of the  first  Advance  of
               inter-company loans made by the Shareholder to the Borrower up to
               NLG130,000,000 in order to repay the NUON Facility;

          (c)  to any Relevant Person in relation to transactions carried out on
               bona fide arm's length commercial terms in the ordinary course of
               business;

          (d)  at any time on or after  delivery to the Agent of the  Compliance
               Certificate  in  respect  of the  Quarterly  Period  ending  31st
               December,  2000,  consisting  of  repayment  of the  principal of
               Additional  Subordinated  Shareholder  Loans provided that (i) in
               respect  of each  of the  two  most  recently  ended  consecutive

                                       12
<PAGE>

               Quarterly   Periods  the  ratio  of  Senior  Debt  to  Annualised
               Consolidated  EBITDA  (calculated  on the last  day of each  such
               Quarterly  Period by reference to the Six Month Period  ending on
               such date),  each as demonstrated  in the Compliance  Certificate
               for such Quarterly Period was 7:1 or less and (ii) no Default has
               occurred and is continuing or would occur or be reasonably likely
               to occur as a result of such payment;

         (e)   consisting  of  Management  Fees (other than  accrued  Management
               Fees) not exceeding  euro3,400,000  in any financial  year of the
               Group in respect of which  Management  Fees are not payable under
               paragraphs (f) or (g) below provided that no Default has occurred
               and is continuing or would occur or be reasonably likely to occur
               as a result of such payment;

         (f)   consisting of Management Fees (including  Management Fees accrued
               in respect of that or any previous  financial year) not exceeding
               euro3,400,000  in any  financial  year of the Group in respect of
               which  Management  Fees are not paid under paragraph (e) above or
               payable under paragraph (g) below as adjusted to reflect the rate
               of Euro inflation in such  financial year in accordance  with the
               Consumer Price Index (IFS CPI) reported in the publication of the
               International  Monetary  Fund entitled  "International  Financial
               Statistics" provided that (i) in respect of the two most recently
               ended  consecutive  Quarterly Periods the ratio of Senior Debt to
               Annualised  Consolidated  EBITDA  (calculated  on the last day of
               each such  Quarterly  Period by reference to the Six Month Period
               ending on such  date),  each as  demonstrated  in the  Compliance
               Certificate  for such  Quarterly  Period was 5:1 or less, but not
               less than 4:1 and (ii) no Default has occurred and is  continuing
               or would  occur or be  reasonably  likely to occur as a result of
               such payment; and

         (g)   consisting of dividends or other  distributions or the payment of
               interest on or the repayment of any Subordinated Shareholder Loan
               or the payment of  Management  Fees  (including  Management  Fees
               accrued in respect of that or any previous financial year) to any
               Relevant  Person after the end of the Revolving  Period  provided
               that:  (i) in  respect  of each of the two  most  recently  ended
               Quarterly  Periods,  the  ratio  of  Senior  Debt  to  Annualised
               Consolidated  EBITDA  (calculated  on the last  day of each  such
               Quarterly  Period by reference to the Six Month Period  ending on
               such date),  each as demonstrated  in the Compliance  Certificate
               for such  Quarterly  Period is less than 4:1 and (ii) no  Default
               has occurred and is  continuing  or would occur or be  reasonably
               likely to occur as a result of such distribution or payment;

         "PLEDGE  OF  INTERCOMPANY  CLAIMS"  means the  disclosed  pledge of any
         present and future  claims the  Borrower  may have,  from time to time,
         against any of its Subsidiaries,  entered into or to be entered into by
         the Borrower and the Guarantors in favour of the Secured Parties;

                                       13
<PAGE>


         "PLEDGE OF RIGHTS AGAINST CASEMA" means the  undisclosed  pledge of any
         present and future  claims the  Borrower  may have,  from time to time,
         against  Casema in relation to the swap of shares of certain  companies
         between Casema and the Borrower,  entered into or to be entered into by
         the Borrower in favour of the Secured Parties;

         "PLEDGE OF RIGHTS AGAINST  MUNICIPALITIES" means the undisclosed pledge
         of any present and future rights and claims the Borrower  and/or any of
         the  Guarantors  may have,  from  time to time,  against  any  relevant
         municipality  in relation to the Cable  Systems,  entered into or to be
         entered  into by the  Borrower  and the  Guarantors  in  favour  of the
         Secured Parties;

         "PLEDGE OVER PRINCIPAL AGREEMENTS" means the pledges over the Principal
         Agreements  and/or the UPC Funding  Undertaking  entered  into or to be
         entered  into by the Borrower or the relevant  Charging  Subsidiary  in
         favour of the Secured Parties in the agreed form;

         "PRINCIPAL  AGREEMENTS"  means the documents and  agreements  listed in
         schedule 8 and/or all back-to-back or pass through agreements  referred
         to in clause 3.6(b)(i) as from time to time amended,  varied,  restated
         or replaced  together with any successor  agreement,  in each case in a
         manner  that  does not  constitute  an Event of  Default  under  clause
         14.1(p);

         "PRO-FORMA  SENIOR DEBT  SERVICE"  means the aggregate of (i) the total
         forecast  amount of interest  (calculated  by  reference to the rate of
         interest  in effect in relation to the Senior Debt on the date on which
         the  calculation  falls to be made) and any other  charges  payable  in
         respect of the  Senior  Debt  payable  in respect of the twelve  months
         immediately  following the date on which the relevant calculation under
         this  Agreement  falls to be made and (ii) the principal  amount of any
         scheduled repayment of Senior Debt due to be made during such period;

         "PROJECT"  means the  carrying on of the  business  in those  locations
         where the  necessary  Registrations  have been  effected or applied for
         where any  member of the Group is  permitted  to carry on the  business
         pending Registration;

         "QUALIFYING BANK" means a person, being a bank or financial institution
         (whether  incorporated  in the United Kingdom or  elsewhere),  which is
         eligible  to  have  payments  made  to it by the  Borrower  under  this
         Agreement  without any  deduction  or  withholding  in respect of Taxes
         either (i) by virtue of a double  taxation  treaty  (assuming  for this
         purpose  only that a  direction  or consent  such as is  referred to in
         clause 9.8 has been given),  or (ii) by virtue of the fact that no such
         deduction or  withholding is imposed in the  jurisdiction  to which the
         Borrower is subject;

         "QUARTER  DAY"  means  31st  March,  30th June, 30th September and 31st
         December in any year;

                                       14
<PAGE>

          "QUARTERLY   MANAGEMENT   ACCOUNTS"  means  the  quarterly  management
          accounts of the Group to be delivered  (or which may be  delivered) to
          the Agent pursuant to clause 12.1(g) substantially in the form set out
          in  schedule  10 or  containing  information  of the  same  type as is
          required by such form;

          "QUARTERLY  PERIOD"  means each period of  approximately  three months
          commencing  on the day  after a  Quarter  Day and  ending  on the next
          following Quarter Day;

          "RECEIVABLES PLEDGE" means the pledge over receivables entered into or
          to be entered into by the Borrower in favour of the Secured Parties in
          the agreed form;

          "REFERENCE  BANKS" means the principal  London offices or, in the case
          of  Paribas  only,  Paris  office  of Bank  of  America  N.T.  & S.A.,
          Citibank, N.A., Deutsche Bank AG London,  MeesPierson N.V. and Paribas
          and/or any other Bank appointed as such pursuant to clause 19.15;

          "REGISTRATIONS" means the registrations by each relevant member of the
          Charging  Group  with  the  Onafhankelijke  Post  en  Telecommunicatie
          Autoriteit  "OPTA"  listed in schedule 7 or otherwise  required  under
          Telecommunications  and Cable Laws in The  Netherlands to carry on the
          business from time to time or, as the case may be,  replaced from time
          to time in accordance with clause 12.1(u);

          "RELEVANT  JURISDICTION"  means each jurisdiction in which a member of
          the Group is  incorporated  or formed or in which  such  member of the
          Group has its principal place of business or owns any material assets;

          "RELEVANT  PERSON"  means UPC,  the  Shareholder  and any company (not
          being a member of the Charging  Group) which is a Subsidiary of, or an
          Associated  Company of, UPC (other than  Associated  Companies  of UPC
          which are its  Associated  Companies by virtue of  controlling  UPC or
          owning beneficially and/or legally directly or indirectly 10 per cent.
          or more of the equity interests in UPC);

          "RELEVANT  SUBSTANCE"  means any  substance  whatsoever  (whether in a
          solid or  liquid  form or in the form of a gas or vapour  and  whether
          alone or in  combination  with any other  substance) or waste which is
          capable of causing harm to man or any other living organism  supported
          by the  environment,  or damaging the  environment or public health or
          welfare;

          "RESTRICTED PAYMENT" means, in each case whether in cash,  securities,
          property  or  otherwise,  (a) any  direct  or  indirect  distribution,
          dividend or other payment on account of any class of its share capital
          or capital  stock or other  securities,  (b) any  transfer  of assets,
          loan,  gift or other  payment or (c) any payment of  principal  of, or
          interest  on, any  Subordinated  Shareholder  Loan,  in each case to a
          Relevant Person;

                                       15
<PAGE>


          "REVOLVING  ADVANCE"  means each  borrowing by way of an advance under
          the Revolving  Credit Facility during the Revolving  Period or, as the
          context requires,  the principal amount of that borrowing  outstanding
          at any relevant time;

          "REVOLVING  CREDIT  FACILITY"  means  the  revolving  credit  facility
          (converting  to a term loan) of up to  euro335,000,000  granted to the
          Borrower by the Banks pursuant to clause 2.1(a);

          "REVOLVING  PERIOD"  means the period  from (and  including)  the date
          hereof to (and including) 31 December 2001;

          "SECURED  PARTIES"  means the Finance  Parties and the  Interest  Rate
          Hedging Banks;

          "SECURITY  AGENT" means  Stichting  Security  Agent N.V.  TeleKabel of
          Coolsingel 93, 3012 AE Rotterdam, The Netherlands;

          "SECURITY AGENT  GUARANTOR"  means  MeesPierson N.V. of Coolsingel 93,
          3012 AE  Rotterdam,  The  Netherlands;  or such other person as may be
          appointed security agent guarantor pursuant to the Security Deed;

          "SECURITY  DEED" means the Security Deed entered into or to be entered
          into between the Secured Parties,  each  Subordinated  Creditor,  each
          Security Provider and each Obligor;

          "SECURITY DOCUMENTS" means the Subordination Deed, the Account Pledge,
          the  Receivables  Pledge,  the Pledge over Principal  Agreements,  the
          Moveables Pledges, the Share Securities,  the Pledge of Rights against
          Municipalities,  the  Pledge of  Intercompany  Claims,  the  Pledge of
          Rights against Casema,  the UPC Funding  Undertaking,  any irrevocable
          power of  attorney  referred  to in schedule 3 or part B of schedule 9
          and the  Security  Deed and all  other  mortgages,  charges,  pledges,
          guarantees,  inter-creditor  agreements or deeds and other instruments
          from time to time  entered  into in favour of the Secured  Parties (or
          any of them) by way of guarantee or other  assurance  and/or  security
          for or  (in  the  case  of  inter-creditor  agreements)  otherwise  in
          relation to amounts  owing to the Secured  Parties (or any of them) in
          respect of any Indebtedness of the Obligors under this Agreement;

          "SECURITY  PROVIDERS"  means  those  persons  (other  than the Secured
          Parties and the  Obligors)  that have entered into any of the Security
          Documents from time to time;

          "SECURITY PROVIDER'S DEED OF ACCESSION" has the meaning given to it in
          the Security Deed;

          "SENIOR DEBT CASH INTEREST  CHARGES" means, in relation to any period,
          the total amount of all  interest,  fees and  commissions  accruing in
          respect of the Senior  Debt  during  such  period  (having  taken into
          account the effect of any Interest Rate Hedging Arrangements);


                                       16
<PAGE>

          "SENIOR DEBT" means the aggregate  principal amount  outstanding under
          the Facilities;

          "SHAREHOLDER" means N.V. TeleKabel Beheer, a limited liability company
          incorporated  under the laws of The  Netherlands  with its  registered
          office in Arnhem and its business  office in  Waterstraat  11, 6882 GA
          Velp, The Netherlands;

          "SHARE  SECURITIES"  means  the  TeleKabel  Share  Securities  and the
          Subsidiary Share Securities and such other pledges/charges over shares
          in any of the  Material  Subsidiaries  as may be executed in favour of
          the Secured Parties from time to time as security for amounts owing to
          the Secured Parties (or any of them) in respect of any Indebtedness of
          the Obligors under this Agreement;

          "SIX MONTH  PERIOD"  means each  period of two  consecutive  Quarterly
          Periods ending on a Quarter Day;

          "SUBORDINATED  CREDITOR"  means the Shareholder and any other Relevant
          Person who has, at any relevant  time,  entered  into a  Subordination
          Deed and the Security Deed or a Security Provider's Deed of Accession;

          "SUBORDINATION  DEED"  means the  pledge of  Subordinated  Shareholder
          Loans and Restricted Payments (other than Permitted Payments) and deed
          of  subordination  to be entered into (i) by the Shareholder in favour
          of the Secured Parties in the agreed form, or (ii) by any other person
          in  favour  of the  Secured  Parties  pursuant  to the  terms  of this
          Agreement  substantially  in  the  form  of the  pledge  and  deed  of
          subordination  referred  to in (i) above or such  other form as may be
          reasonably agreed by the Security Agent (acting on the instructions of
          the Majority  Banks) having regard to the applicable  laws relating to
          the pledging and  subordination  of receivables in the jurisdiction in
          which the relevant loan is payable;

          "SUBORDINATED SHAREHOLDER LOAN" means any Borrowed Money of any member
          of the Group owed to a Subordinated Creditor;

          "SUBSCRIBER"  means a  person  who  has  entered  into a  Subscriber's
          Agreement;

          "SUBSCRIBER'S AGREEMENT" means an agreement with a member of the Group
          to be  provided  with  services  through  the  operation  of the Cable
          Systems and/or assets in relation to the provision of such services by
          a member of the Group;

          "SUBSIDIARY"  of a person  means any  company  or entity  directly  or
          indirectly  controlled  by such person,  for which  purpose  "CONTROL"
          means  ownership  of more than 50 per  cent.  of the  economic  and/or
          voting share capital (or equivalent right of ownership of such company
          or entity);

          "SUBSIDIARY  SHARE SECURITIES" means the share pledges given, or to be
          given,  by the Borrower or the  relevant  Charging  Subsidiary  to the

                                       17
<PAGE>

          Secured Parties in respect of their  respective  shareholdings  in the
          Original Guarantors, in the agreed form;

          "TAXES"  includes  all  present  and future  taxes,  levies,  imposts,
          duties,  fees or charges of a similar  nature  together  with interest
          thereon  and  penalties  in respect  thereof and  "TAXATION"  shall be
          construed accordingly;

          "TELECOMMUNICATIONS   AND  CABLE  LAWS"  means  all  laws,   statutes,
          regulations  and  judgments  relating  to  telecommunications,   cable
          television  and data  services  applicable  to any member of the Group
          and/or  the  business  carried  on by any  member  of the Group in any
          Relevant Jurisdiction;

          "TELEKABEL  SHARE  SECURITY"  means the share pledge  given,  or to be
          given,  to the Secured  Parties by the  Shareholder  in respect of its
          shareholding in the Borrower in the agreed form;

          "TERM" means, in relation to a Revolving Advance, the period for which
          such  Revolving  Advance is, or is to be,  made,  as  specified in the
          Drawdown Notice for such Revolving Advance, or as otherwise determined
          in accordance with the provisions hereof;

          "TERM  ADVANCE"  means,  on the last day of the  Revolving  Period and
          thereafter,  each advance deemed to be made pursuant to clause 4.8 and
          any advance  resulting from the division and/or  consolidation  of any
          Term Advance in accordance with clause 4.8;

          "TERM DATE" means, in relation to a Revolving Advance, the last day of
          the Term of such Revolving Advance;

          "TERM  PERIOD"  means  from (and  including)  1  January  2002 to (and
          including) 31 December 2007;

          "TERM  REPAYMENT  DATE" means each of the dates  referred to in clause
          7.1;

          "TOTAL  COMMITMENTS"  means  at any  relevant  time  the  total of the
          Commitments of all the Banks at such time;

          "TRANSACTION   DOCUMENTS"   means  this  Agreement  and  the  Security
          Documents;

          "TRANSFEREE" has the meaning given to it in clause 18.4;

          "TRANSFER CERTIFICATE" means a certificate  substantially in the terms
          of schedule 5;

          "TREATY"  means  the  Treaty   establishing   the  European   Economic
          Community, being the Treaty of Rome of 25 March 1957 as amended by the
          Single  European Act 1986 and the Maastricht  Treaty (which was signed
          on 7 February 1992 and came into force on 1 November 1993) as amended,
          varied or supplemented from time to time;

                                       18
<PAGE>

          "UPC" means United  Pan-Europe  Communications  N.V., a public limited
          liability company  incorporated under the laws of The Netherlands with
          its registered office at Amsterdam and its business office at Frederik
          Roeskestraat 123, (1076EE)  Amsterdam,  The Netherlands;

          "UPC  FUNDING  UNDERTAKING"  means the  undertaking  entered  or to be
          entered  into in the agreed form by UPC in favour of the  Borrower and
          the  Security  Agent  pursuant  to which  UPC  agrees to  procure  the
          injection  of  additional  funds  of up  to  euro18,000,000  into  the
          Borrower to meet the Group's capital needs during 1999 and 2000;

          "UTH" means United TeleKabel Holding N.V., a limited liability company
          incorporated  under the laws of The  Netherlands  with its  registered
          office in Almere and its  business  office at  Kabelweg  55  Amsterdam
          (1014BA), The Netherlands;

          "UTILISATION"  means each  borrowing  or other  utilisation  under the
          Overdraft Facility by the Borrower;

          "YEAR 2000 ISSUE" means the failure of computer software, hardware and
          firmware  systems and  equipment  containing  embedded  microchips  to
          properly receive,  transmit,  process,  manipulate,  store,  retrieve,
          re-transmit  or in any other way utilise data and  information  due to
          the  occurrence of the year 2000 or the inclusion of dates on or after
          1 January, 2000.

1.3       HEADINGS
          --------

          Clause headings and the table of contents are inserted for convenience
          of reference only and shall be ignored in the  interpretation  of this
          Agreement.

1.4       CONSTRUCTION OF CERTAIN TERMS
          -----------------------------

          In this Agreement, unless the context otherwise requires:

          (a)  references  to  clauses  and  schedules  are to be  construed  as
               references to the clauses of, and  schedules  to, this  Agreement
               and references to this Agreement include its schedules;

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

          (c)  references  to a  "REGULATION"  include  any  present  or  future
               regulation,  rule, directive,  requirement,  request or guideline

                                       19
<PAGE>

               (whether  or not having  the force of law but,  if not having the
               force of law, only if compliance  therewith is in accordance with
               the  general  practice  of the  relevant  persons  to  whom it is
               intended  to apply  or,  in the case of  clause  16.2  only,  the
               relevant Bank or its holding  company) of any agency,  authority,
               central bank or government  department or any  self-regulatory or
               other national or supra-national authority;

          (d)  words  importing  the plural shall  include the singular and vice
               versa;

          (e)  references to a time of day are to London time;

          (f)  references  to  a  "PERSON"   shall  be  construed  as  including
               references  to  an  individual,   firm,   company,   corporation,
               unincorporated  body  of  persons  or  any  State  or  any of its
               agencies;

          (g)  references  to  "ASSETS"  include  all or part  of any  business,
               undertaking,  real property,  personal property, uncalled capital
               and any rights (whether actual or contingent,  present or future)
               to receive, or require delivery of, any of the foregoing;

          (h)  references to a "GUARANTEE" include references to an indemnity or
               other  assurance  against   financial  loss  including,   without
               limitation,  an  obligation  to purchase  assets or services as a
               consequence  of  a  default  by  any  other  person  to  pay  any
               Indebtedness and "GUARANTEED" shall be construed accordingly;

          (i)  references  to  the  "EQUIVALENT"  of an  amount  specified  in a
               particular  currency (the "SPECIFIED  CURRENCY  AMOUNT") shall be
               construed  as a  reference  to the  amount of the other  relevant
               currency  which  can be  purchased  with the  specified  currency
               amount in the London foreign  exchange market at or about 11 a.m.
               on the day on  which  the  calculation  falls to be made for spot
               delivery  as  determined  by the  Agent  in  accordance  with its
               customary practices;

          (j)  references  to  the  "AGREED  FORM"  means,  in  relation  to any
               document,  the form of such  document  as shall have been  agreed
               between the Borrower and the Agent or the Security  Agent, as the
               case may be (acting for and on behalf of all of the Banks);

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

                                       20
<PAGE>

               that  supports,  is  incidental  to or is  related  to  any  such
               business,  and  references  to  "ordinary  course of business" or
               "ordinary course of trading" shall be similarly construed; and

          (l)  references to any enactment shall be deemed to include references
               to such enactment as re-enacted, amended or extended.

 1.5     MAJORITY BANKS
         --------------

         Where  this  Agreement  provides  for any  matter to be  determined  by
         reference to the opinion of the Majority  Banks or to be subject to the
         consent or request of the Majority  Banks or for any action to be taken
         on the  instructions  of the Majority  Banks,  such  opinion,  consent,
         request or  instructions  shall (as between the Banks) only be regarded
         as having been validly given or issued by the Majority Banks if all the
         Banks  shall  have  received  prior  notice of the matter on which such
         opinion,  consent,  request or instructions are required to be obtained
         and the  relevant  majority  of Banks  shall have given or issued  such
         opinion,  consent,  request or instructions but so that (as between the
         Borrower and the Banks),  once informed by the Agent that such opinion,
         consent, request or instructions have been given, the Borrower shall be
         entitled  (and bound) to assume  that such notice  shall have been duly
         received by each Bank and that the  relevant  majority  shall have been
         obtained to  constitute  Majority  Banks whether or not this is in fact
         the case.

1.6      AGENT'S OPINION
         ---------------

         Where this  Agreement  provides  for the Agent's  opinion to  determine
         whether  any matter  would or is  reasonably  likely to have a Material
         Adverse Effect and/or a material  adverse  effect,  as the case may be,
         the Agent shall act in accordance with the instructions of the Majority
         Banks in making such determination.

                                       21
<PAGE>


2        THE FACILITIES
         --------------

2.1      AMOUNT
         ------
         Upon and subject to the terms of this Agreement and in reliance on each
         of the  representations  and  warranties in clause 11, for the purposes
         set out in clause 1.1:

         (a)   the Banks  agree to make  available  to the  Borrower a revolving
               credit facility  (converting to a term loan) in the principal sum
               of up to euro335,000,000; and

         (b)   the  Overdraft  Bank agrees to make  available to the Borrower an
               overdraft  facility in the principal sum of up to  euro5,000,000.

         The  obligation  of  each  Bank  under  this  Agreement  shall   be  to
         contribute  that  proportion of each Advance which, as at the  Drawdown
         Date of such Advance,  its Commitment  bears to  the Total  Commitments
         and, in the case of the Overdraft Facility,  to  assume its obligations
         under clause 6.

2.2      OBLIGATIONS SEVERAL
         -------------------

         The  obligations  of each Bank under this  Agreement  are several;  the
         failure of any Bank to perform such  obligations  shall not relieve any
         other Bank, the Joint Arrangers, the Security Agent, the Security Agent
         Guarantor, the Overdraft Bank, the Agent or any Obligor of any of their
         respective  obligations or  liabilities  under this Agreement nor shall
         the Agent,  the Security  Agent,  the Security  Agent  Guarantor or the
         Joint  Arrangers be responsible for the obligations of any Bank (except
         for its own  obligations,  if any,  as a Bank)  nor  shall  any Bank be
         responsible for the obligations of any other Bank under this Agreement.

2.3      INTERESTS SEVERAL
         -----------------

         Notwithstanding any other term of this Agreement (but without prejudice
         to the provisions of this Agreement  relating to or requiring action by
         the Majority  Banks) the  interests of the Secured  Parties are several
         and the amount due to each Secured Party is a separate and  independent
         debt.  Each  Secured  Party shall have the right to protect and enforce
         their  respective  rights  arising out of this  Agreement  (but without
         prejudice to the provisions of this Agreement  relating to or requiring
         action by the  Majority  Banks) and it shall not be  necessary  for any
         other  Secured  Party  to be  joined  as an  additional  party  in  any
         proceedings for this purpose.

                                       22

<PAGE>

3        CONDITIONS
         ----------

3.1      DOCUMENTS AND EVIDENCE
         ----------------------
         The obligation of each Bank to make its Commitment  available under the
         Revolving  Credit  Facility  or for the  Overdraft  Bank  to  make  the
         Overdraft Facility available shall be subject to the condition that the
         Agent, or its duly authorised representative,  shall have received, not
         later than three Banking Days before the day on which the first Advance
         is to be made or,  if the  first  drawing  under  the  Facilities  is a
         Utilisation,  not  later  than  three  Banking  Days  before  the first
         Utilisation, the documents and evidence specified in schedule 3 in form
         and substance satisfactory to all of the Banks.

3.2      GENERAL CONDITIONS PRECEDENT
         ----------------------------

         The  obligation of each Bank to contribute to any Advance is subject to
         the further  conditions that at the date of each Drawdown Notice and on
         each Drawdown Date:

         (a)   the  representations  and  warranties set out in clauses 11.1 and
               11.2 to be repeated in  accordance  with clause 11.3 are true and
               correct  on and as of each  such  date as if each  were made with
               respect to the facts and circumstances existing at such date; and

         (b)   no Default  shall have occurred and be continuing or would result
               from the making of such Advance.

         However,  in the case of a Revolving Advance which would not, if drawn,
         cause  the Loan to be  increased  (after  taking  into  account  of any
         Revolving  Advance due or to be made or repaid on the Drawdown  Date of
         such Revolving Advance):

               (i)  clause 3.2(a) shall apply only if the incorrectness would be
                    reasonably  likely to have a material  adverse effect on the
                    ability of the  Borrower  to perform its  obligations  under
                    this  Agreement  or on the  financial  position of the Group
                    taken as a whole; and

              (ii)  clause  3.2(b)  shall not apply if the Term of the  relevant
                    Revolving  Advance is one month.

          Nothing in this clause 3.2 shall be construed as constituting a waiver
          of any right of the Banks (including, without limitation, their rights
          under clause 14.2)  arising from any Event of Default which shall have
          occurred and be outstanding at the time of the drawing of the relevant
          Advance.

                                       23
<PAGE>

3.3      WAIVER OF CONDITIONS PRECEDENT
         ------------------------------

         The conditions  specified in this clause 3 are inserted  solely for the
         benefit of the Banks and the Overdraft  Bank and may be waived on their
         behalf in whole or in part and with or without  conditions by the Agent
         acting on the  instructions of all of the Banks in respect of the first
         Advance or the first Utilisation (whichever is the earliest) and on the
         instructions  of the Majority  Banks with respect to any other Advances
         without  prejudicing the right of the Agent acting on such instructions
         to require fulfilment of such conditions in whole or in part in respect
         of any other Advance.

3.4      NOTIFICATION
         ------------

         The  Agent  shall  notify  the Banks and the  Borrower  promptly  after
         receipt by it of the documents  and evidence  referred to in clause 3.1
         in form and substance satisfactory to it.

3.5      NUON SECURITY
         -------------

         The Borrower undertakes to procure that the Encumbrances referred to in
         paragraph  (b)  of  the  definition  of  Permitted   Encumbrances   are
         discharged  before or  contemporaneously  with the  making of the first
         Advance.

3.6      CONDITIONS SUBSEQUENT
         ---------------------

         (a)   The  Borrower  and the  Guarantors  undertake  that they will use
               commercially  reasonable  endeavours  to ensure that prior to the
               date  falling 365 days after the date of this  Agreement  all the
               Headends  then used in the operation of the Cable Systems will be
               located on property  owned by the Borrower or any Guarantor or on
               property   in   respect   of  which  it  has   leasehold   rights
               (erftachtsrechten)  or in  respect  of  which  it has  rights  of
               superficies (opstal rechten).  If the Borrower and the Guarantors
               do not succeed in timely fulfilling the above commitment  despite
               having  used all  reasonable  endeavours  and if they show to the
               reasonable  satisfaction of the Agent (acting on the instructions
               of the  Majority  Banks) that their  failure to succeed is due to
               circumstances  beyond  their  control  (such  as the  failure  to
               receive   necessary   third   party   consents,   approvals   and
               co-operation  despite  having  used all  commercially  reasonable
               efforts to obtain  such  consents,  approvals  and  co-operation)
               then,  in such  circumstances,  the Banks will grant the Borrower
               and  the  Guarantors  a  further  period  of  such  term  as  may
               reasonably be requested by the Borrower and the Guarantors,  with
               a maximum of 365 days after the date  falling  365 days after the
               date of this Agreement ; and

         (b)   The  Borrower  undertakes  that it shall within 30 days after the
               date of this Agreement  enter into with UTH (i)  back-to-back  or
               pass through agreements in respect of the Borrower's rights under
               the  interconnection  agreements  dated  29th  January  1999 made

                                       24
<PAGE>

               between (1) UTH and (2) KPN Telecom and 11th  September 1998 made
               between  (1) UTH and (2)  Enertel  N.V.,  and (ii) a Pledge  over
               Principal  Agreements  in  respect  of such  back to back or pass
               through  agreements,  in  each  case,  on  terms  and  conditions
               satisfactory  to the  Agent  and  provide  the  Agent  with  such
               documents  and  evidence as it may  reasonably  require as to its
               power and  authority  to enter into such  documents  and that the
               same  constitute  valid and legally  binding  obligations  of the
               Borrower  enforceable  in accordance  with their terms subject to
               substantially  similar  qualifications to those made in the legal
               opinions referred to in schedule 3.



                                       25
<PAGE>


4        ADVANCES
         --------

4.1      MAXIMUM REVOLVING ADVANCE OUTSTANDINGS
         --------------------------------------

         No Revolving  Advance  shall be made if,  following  the making of such
         Revolving  Advance,  the  aggregate  principal  amount of  Senior  Debt
         outstanding   would  exceed  the  amount   calculated  by   multiplying
         Annualised  Consolidated  EBITDA  (determined  by reference to the most
         recently  ended  Six  Month  Period  in  respect  of  which   Quarterly
         Management  Accounts  have  been  delivered  to the  Agent  under  this
         Agreement) by 7.75.

4.2      DRAWDOWN OF REVOLVING ADVANCES
         ------------------------------

         Subject to the terms and  conditions  of this  Agreement,  a  Revolving
         Advance will be made available to the Borrower following receipt by the
         Agent from the Borrower of a Drawdown  Notice not later than 10 a.m. on
         the third  Banking Day before the  proposed  Drawdown  Date. A Drawdown
         Notice  shall be  effective  on actual  receipt by the Agent and,  once
         given, shall, subject as provided in clause 5.9(a), be irrevocable.  No
         Drawdown  Notice  may be given in  respect  of an  amount  which is the
         subject of a notice received by the Agent under clause 7.7.

4.3      TERM AND AMOUNT OF REVOLVING ADVANCES
         -------------------------------------

         (a)   Revolving  Advances  may be made  only on  Banking  Days  falling
               within the  Revolving  Period and may be borrowed only for a Term
               of one  month or two,  three or six  months  or (with  the  prior
               agreement  of all of the Banks) any other period in any such case
               ending  not  later  than the last  day of the  Revolving  Period,
               provided  that any  Revolving  Advances  made less than one month
               prior  to the  last  day of the  Revolving  Period  may  only  be
               borrowed for the period up to and ending on such date;

         (b)   each Revolving  Advance shall be of  euro10,000,000 or any larger
               sum which is an integral multiple thereof; and

         (c)   no  Revolving  Advance  may be drawn down if, as a result,  there
               would be more than eight Revolving Advances then outstanding.

 4.4     NOTIFICATION TO BANKS
         ---------------------

         On the date of receipt of a Drawdown Notice complying with the terms of
         this Agreement the Agent shall notify each Bank thereof, of the date on
         which  such  Revolving  Advance  is to be made  and the  Term  thereof.
         Subject to the  provisions  of  clauses 3 and 4.6,  on the date for the
         making of the relevant  Revolving  Advance each of the Banks shall make
         available  to the  Agent  its  portion  of such  Revolving  Advance  in
         accordance with clause 9.2.

                                       26
<PAGE>


4.5      TERMINATION OF COMMITMENTS
         --------------------------

         Any part of the  Commitments  undrawn and uncancelled at the end of the
         Revolving Period shall thereupon be automatically reduced to zero.

4.6      REPAYMENT OF REVOLVING ADVANCES
         -------------------------------

         The Borrower agrees to repay each Revolving Advance in respect of which
         the Term Date is before  the last day of the  Revolving  Period on such
         Term Date. If a Revolving  Advance (the "NEW REVOLVING  ADVANCE") is to
         be made to the  Borrower on a day on which  another  Revolving  Advance
         made to the Borrower (the  "MATURING  REVOLVING  ADVANCE") is due to be
         repaid then,  subject to the terms of this Agreement and so long as the
         conditions  referred  to in clause  3.2 shall  have been  satisfied  in
         relation  to the new  Revolving  Advance,  (i) the  maturing  Revolving
         Advance  shall be deemed to have been repaid on its Term Date either in
         whole (if the new  Revolving  Advance is equal to or  greater  than the
         maturing Revolving Advance) or in part (if the new Revolving Advance is
         less than the maturing  Revolving  Advance) and the Borrower shall only
         be  obliged  to  repay  the  principal  amount  by which  the  maturing
         Revolving  Advance  exceeds the new  Revolving  Advance and (ii) to the
         extent that the  maturing  Revolving  Advance is so deemed to have been
         repaid, the principal amount of the new Revolving Advance to be made on
         such date shall be deemed to have been  credited  to the account of the
         Borrower  by the Agent on behalf  of the Banks in  accordance  with the
         terms of this  Agreement  and the Banks  shall  only be obliged to make
         available to the Borrower pursuant to clause 4.4 a principal amount (if
         any) equal to the amount by which the new Revolving Advance exceeds the
         maturing Revolving Advance.

4.7      CONVERSION TO A TERM LOAN AND CONSOLIDATION
         -------------------------------------------

         On the last day of the Revolving  Period the Revolving  Credit Facility
         shall convert to a term loan and all outstanding Revolving Advances the
         Term  Date of which is the last day of the  Revolving  Period  shall be
         consolidated  with any other such Revolving  Advances into the Loan and
         be repaid in accordance with clause 7.

4.8      TERM ADVANCES
         -------------

         Following  the  consolidation  referred to in clause 4.7, all Revolving
         Advances  shall be  deemed to have been  repaid  and the Loan  shall be
         deemed to be a Term  Advance for the  purposes of this  Agreement.  The
         Borrower may by notice  received by the Agent not later than 10 a.m. on
         the third Banking Day before the  beginning of each Interest  Period in
         respect  of a Term  Advance  specify  that such Term  Advance  shall be
         divided into more than one Term Advance, or consolidated with any other
         Term Advance outstanding in respect of the Loan in respect of which the
         then  current  Interest  Period  ends on the  same  day as the  current
         Interest Period in respect of such Term Advance. No more than five Term

                                       27
<PAGE>

         Advances may be  outstanding  under this Agreement at any time. If more
         than one Term Advance is  outstanding  in respect of the Loan each such
         Term Advance shall be either  euro10,000,000  or any larger sum which
         is an integral multiple thereof or the balance of the Loan.

4.9      FIRST ADVANCE
         -------------

         Subject to the  provisions  of clause 3.1, the Borrower  undertakes  to
         comply  with the terms of this clause 4 so as to ensure that a Drawdown
         Notice is delivered for the first Advance in an amount in euro not less
         than the amount referred to in clause 1.1(ii) (the "NUON AMOUNT").

         The Borrower irrevocably authorises the Agent, and the Agent agrees, to
         remit that part of the proceeds of the first Advance as is equal to the
         NUON  Amount to the  account of NUON  notified  by NUON to the Agent in
         satisfaction  pro  tanto of the  Borrower's  obligations  to repay  the
         inter-company loan from the Shareholder  representing the on-lending of
         the   proceeds  of  the  NUON   Facility   and  of  the   Shareholder's
         corresponding  obligations  under  the NUON  Facility  and the  Agent's
         obligations  under clause 9.2 in respect of the first  Advance shall be
         to  remit  any  balance  following  such  application  to the  Borrower
         forthwith.  The Borrower  acknowledges  that the making of such payment
         shall constitute the making of an Advance by the Banks to the Borrower.

         The Borrower further undertakes to repay any other amounts  outstanding
         under the NUON Facility on the date of the first Advance and to procure
         that NUON  delivers  to the Agent a deed of release of its pledge  over
         the shares in all relevant members of the Group on such date.

4.10     APPLICATION OF PROCEEDS
         -----------------------

         Without  prejudice to the Borrower'  obligations  under clause 12.1(c),
         none of the  Banks,  the  Joint  Arrangers,  the  Security  Agent,  the
         Security Agent Guarantor or the Agent shall have any responsibility for
         the application of the proceeds of any Advance by the Borrower.


                                       28
<PAGE>

5        INTEREST; ALTERNATIVE INTEREST RATES
         ------------------------------------

5.1      NORMAL INTEREST RATE
         --------------------

         The  Borrower  shall pay  interest  on each  Advance in respect of each
         Interest Period relating thereto on each Interest Payment Date (and, in
         the case of an  Advance  having  an  Interest  Period  of more than six
         months,  by instalments  on the dates falling at six monthly  intervals
         from  the  Drawdown  Date of such  Advance  and on the last day of such
         Interest  Period) at the rate per annum  determined  by the Agent to be
         the aggregate of (a) the applicable Margin, (b) the Additional Cost and
         (c) EURIBOR.

5.2      APPLICABLE MARGIN
         -----------------

         The Margin in relation to any Advance and any unpaid sum due under this
         Agreement  under clause 5.6 and for the purposes of clause 6.3(b) shall
         (subject to the proviso  below) be the rate set out in column (I) below
         against  the ratio of Senior  Debt to  Annualised  Consolidated  EBITDA
         (determined  by reference to the most recently  ended Six Months Period
         in respect of which Quarterly  Management  Accounts have been delivered
         to the Agent under this Agreement) set out in column II below as at the
         first day of the relevant Interest Period or, in relation to any unpaid
         sum  due  under  clause  5.6,  the  first  day of the  relevant  period
         determined in accordance with clause 5.6 or, for the purposes of clause
         6.3(b), from day to day:
<TABLE>
<CAPTION>
                    (I)                                             (II)
         Rate (per cent. per annum)                  Ratio of Senior Debt to Annualised
         --------------------------                  ----------------------------------
                                                             Consolidated EBITDA
                                                             -------------------
                    <S>                        <C>
                    2.00                       6.5:1 or greater (or negative)
                    1.75                       greater than or equal to 5.5:1 but less than
                                               6.5:1
                    1.50                       greater than or equal to 4:1 but less than
                                               5.5:1
                    1.25                       greater than or equal to 3:1 but less than 4:1
                    0.75                       Less than 3:1 (but not negative)
</TABLE>

         Provided  that if on the  relevant  date on which  the  Margin is to be
         determined  either the  Borrower  has failed to  deliver  any  relevant
         financial  statements  then due under  this  Agreement  within the time
         period for the Borrower so to deliver such  financial  statements  then
         the Margin for such  Advance or such unpaid sum shall be 2.00 per cent.
         per annum.

5.3      INTEREST PERIODS
         ----------------

         The Interest Period in relation to each Revolving Advance shall be of a
         duration equal to the Term of such Revolving Advance.  Interest Periods
         in  respect  of Term  Advances  shall be of a  duration  determined  in
         accordance with clauses 5.4 and 5.5.

                                       29
<PAGE>

5.4      SELECTION OF INTEREST PERIODS FOR TERM ADVANCES
         -----------------------------------------------

         The Borrower may by notice received by the Agent not later than 11 a.m.
         on the third Banking Day before the  beginning of each Interest  Period
         in respect of a Term Advance specify whether such Interest Period shall
         have a duration  of one month or two,  three or six months or (with the
         prior agreement of all of the Banks) any other period.

5.5      DETERMINATION OF INTEREST PERIODS FOR TERM ADVANCES
         ---------------------------------------------------

         Every  Interest  Period in  respect of a Term  Advance  shall be of the
         duration specified by the Borrower pursuant to clause 5.4 but so that:

         (a)   the initial  Interest Period in respect of each Term Advance will
               commence  on the  last  day  of the  Revolving  Period  and  each
               subsequent  Interest  Period in respect of such Term Advance will
               commence  forthwith  upon the  expiry  of the  previous  Interest
               Period in respect of such Term Advance;

         (b)   (i)  (if  there  is  more  than  one  Term  Advance  outstanding)
                    Interest Periods in respect of Term Advances of an aggregate
                    amount at least equal to the amount of the Loan to be repaid
                    on any Term Repayment Date shall end on such date; and

              (ii)  (if  there  is only  one Term  Advance  outstanding)  if any
                    Interest  Period  in  respect  of the Loan  would  otherwise
                    overrun a Term  Repayment  Date then  such  Interest  Period
                    shall end on such date; and

         (c)   if the  Borrower  fails to specify  the  duration  of an Interest
               Period in accordance  with the  provisions of clause 5.4 and this
               clause 5.5 such  Interest  Period  shall,  subject to this clause
               5.5, have a duration of three months.

5.6      INTEREST FOR LATE PAYMENT
         -------------------------

         If the Borrower fails to pay any sum  (including,  without  limitation,
         any sum payable pursuant to this clause 5.6 on its due date for payment
         under this  Agreement) but excluding any sum payable under clause 6 the
         Borrower  shall  pay  interest  on such sum from the due date up to the
         date of actual  payment  (as well after as before  judgment)  at a rate
         determined  by the  Agent  pursuant  to this  clause  5.6.  The  period
         beginning on such due date and ending on such date of payment  shall be
         divided  into  successive  periods  of not more  than  three  months as
         selected  by the  Agent  (after  consultation  with the Banks so far as
         reasonably  practicable in the circumstances) each of which (other than
         the first, which shall commence on such due date) shall commence on the
         last day of the preceding such period. The rate of interest  applicable
         to each such period shall be the aggregate (as determined by the Agent)

                                       30
<PAGE>

         of (a) 1.5 per cent  per  annum,  (b) the  applicable  Margin,  (c) the
         Additional Cost and (d) EURIBOR, unless such unpaid sum is an amount of
         principal  which  shall  have  become due and  payable,  by reason of a
         declaration by the Agent under clause 14.2(b) or a prepayment  pursuant
         to clauses 7.3 or 16.1,  other than on an  Interest  Payment  Date,  in
         which case the first such  period  selected  by the Agent  shall end on
         such Interest Payment Date and interest shall be payable on such unpaid
         sum  during  such  period  at a rate  1.5  per  cent.  above  the  rate
         applicable  thereto  immediately before it shall have become so due and
         payable. Interest under this clause 5.6 shall be due and payable on the
         last day of each period determined by the Agent pursuant to this clause
         5.6 or, if  earlier,  on the date on which the sum in  respect of which
         such interest is accruing  shall  actually be paid. If, for the reasons
         specified  in clause  5.9(a)(i) or  5.9(a)(ii),  the Agent is unable to
         determine a rate in accordance  with the  foregoing  provisions of this
         clause 5.6,  each Bank shall  promptly  notify the Agent of the cost of
         funds to such Bank and interest on any sum not paid on its due date for
         payment shall be calculated  for each Bank at a rate  determined by the
         Agent  to be  1.5  per  cent  per  annum  above  the  aggregate  of the
         applicable Margin and the cost of funds to such Bank.

5.7      NOTIFICATION OF INTEREST PERIODS AND INTEREST RATES
         ---------------------------------------------------

         The Agent  shall  notify the  Borrower  and the Banks  promptly  of the
         amount of each Term Advance,  the duration of each  Interest  Period or
         other period for the  calculation  of interest (or, as the case may be,
         default  interest) and of each rate of interest  determined by it under
         this clause 5.

5.8      REFERENCE BANK QUOTATIONS
         -------------------------

         If (at any time when  Reference  Bank  quotations  are required  having
         regard to the definition of "EURIBOR" in clause 1.2) any Reference Bank
         is unable or otherwise  fails to furnish a quotation for the purpose of
         calculating  EURIBOR, the interest rate for the relevant Term, Interest
         Period or other period shall be  determined,  subject to clause 5.9, on
         the basis of the quotations furnished by the remaining Reference Banks.

5.9      MARKET DISRUPTION; NON-AVAILABILITY
         -----------------------------------

         (a)   If and  whenever,  at any time prior to the  commencement  of any
               Interest Period:

               (i)  (at any time when  Reference  Bank  quotations  are required
                    having regard to the  definition of "EURIBOR" in clause 1.2)
                    the Agent shall have determined, after consultation with the
                    Reference Banks (which  determination  shall, in the absence
                    of manifest error,  be  conclusive),  that adequate and fair
                    means do not  exist for  ascertaining  EURIBOR  during  such
                    Interest Period; or

                                       31
<PAGE>


              (ii)  none or only one of the Reference  Banks  supplies the Agent
                    with a quotation for the purpose of calculating EURIBOR; or

             (iii)  the Agent shall have received  notification  from Banks with
                    Contributions  aggregating  not less than  one-third  of the
                    total of the Loan  (or,  prior to the first  Drawdown  Date,
                    Commitments aggregating not less than one-third of the Total
                    Commitments)  that  deposits in euros are not  available  to
                    such Banks in the ordinary  course of business in sufficient
                    amounts to fund their  contributions to such Advance or that
                    EURIBOR does not  accurately  reflect the cost to such Banks
                    of obtaining such deposits;

          the Agent shall  forthwith give notice (a  "Determination  Notice") to
          the Borrower  and to each of the Banks and such  Advance  shall not be
          made. A Determination Notice shall contain particulars of the relevant
          circumstances giving rise to its issue.

         (b)   After the giving of any  Determination  Notice the undrawn amount
               of  the  Total  Commitments  shall  not  be  borrowed  until  the
               circumstances  giving  rise  to the  issue  of the  Determination
               Notice have ceased.

         (c)   During the period of 10 days after any  Determination  Notice has
               been  given by the Agent  under  clause  5.9(a),  each Bank shall
               certify an alternative basis (the "SUBSTITUTE  BASIS") for making
               available or, as the case may be, maintaining its contribution to
               the  Advance.  The  Substitute  Basis  may  (without  limitation)
               include alternative interest periods,  alternative  currencies or
               alternative  rates of interest  but shall  include a margin above
               the cost of funds including Additional Cost, if any, to such Bank
               equivalent  to the Margin.  Each  Substitute  Basis so  certified
               shall be  binding  upon the  Borrower  and shall  take  effect in
               accordance  with  its  terms  from  the  date  specified  in  the
               Determination Notice until such time as none of the circumstances
               specified  in clause  5.9(a)  continues  to exist  whereupon  the
               normal  interest rate fixing  provisions of this Agreement  shall
               apply.

                                       32
<PAGE>


6.       THE OVERDRAFT FACILITY
         ----------------------

6.1      THE OVERDRAFT FACILITY
         ----------------------
 
         (a)   Utilisations of the Overdraft  Facility on current account by the
               Borrower  may be made subject to the  limitation  that the amount
               outstanding  under  the  Overdraft   Facility  shall  not  exceed
               euro5,000,000 at any time.

         (b)   No principal  amount in respect of the Overdraft  Facility may be
               demanded  by the  Overdraft  Bank  unless a notice has been given
               under clause  14.2,  the Total  Commitments  have been reduced to
               zero pursuant to clause 7 or the Commitment of the Overdraft Bank
               has been  reduced to zero  pursuant to clause 7.3 but  thereafter
               the  monies  owing  in  respect  of the  Overdraft  Facility  are
               repayable on demand.

         (c)   The  Overdraft  Bank shall be at liberty at any time to refuse to
               allow any  Utilisation  if the result  would be that the limit in
               (a) above would be exceeded.

 6.2     TERMS AND CONDITIONS
         --------------------

         The Overdraft  Facility is made  available on the terms and  conditions
         set out in this  Agreement  and the  Overdraft  Bank's normal terms and
         conditions to the extent that the same are not  inconsistent  with this
         Agreement.

6.3      UTILISATION, INTEREST AND REPAYMENT
         -----------------------------------

         (a)   Any borrowing made available under the Overdraft  Facility may be
               drawn only in euros.

         (b)   The  Borrower  shall  pay  to  the  Overdraft  Bank  interest  on
               Utilisations  under the Overdraft  Facility at the rate being the
               aggregate  of (i) the  applicable  Margin and (ii) the  Overdraft
               Bank's base rate from time to time.  Such  interest  shall accrue
               from day to day on the basis of actual days elapsed and a year of
               360 days, and shall be debited to the  Borrower's  account on the
               Overdraft  Bank's  normal  quarterly   charging  dates.

         (c)   The Borrower  shall repay or discharge the Overdraft  Facility in
               full on the last day of the Term Period. 


                                       33
<PAGE>


7.       REPAYMENT, PREPAYMENT AND CANCELLATION
         --------------------------------------
 
7.1      REPAYMENT
         ---------

         The Borrower shall repay the Loan in equal  instalments on each Quarter
         Day (from and  including  31st March  2002) in the years  specified  in
         column  (1)  below  so  that  the  Loan  outstanding  at the end of the
         Revolving  Period  is  reduced  in each  such  year  by the  percentage
         specified opposite the relevant year in column (2) below:
<TABLE>
<CAPTION>
         =================================================== ==============================================
                                (1)                                               (2)
                                Year                                           Repayment
                                                                                   %
         =================================================== ==============================================
                                <S>                                               <C>
                                2002                                               5
         =================================================== ==============================================
                                2003                                              10
         =================================================== ==============================================
                                2004                                              20
         =================================================== ==============================================
                                2005                                              20
         =================================================== ==============================================
                                2006                                              20
         --------------------------------------------------- ==============================================
                                2007                                              25
         --------------------------------------------------- ==============================================
</TABLE>

7.2      VOLUNTARY PREPAYMENT
         --------------------

         The Borrower may,  without  premium or penalty,  prepay any Advance (in
         whole or in part provided that, in the case of part, the amount of such
         part is a minimum of euro10,000,000 and an integral multiple thereof)
         at any time subject to the provisions of this clause 7.

7.3      ADDITIONAL VOLUNTARY PREPAYMENT
         -------------------------------

         The Borrower  may also prepay (in whole but not in part only),  without
         premium or penalty,  but without  prejudice  to its  obligations  under
         clauses 5.9, 9.5 and 16.2, the  Contribution  of any Bank to which such
         Borrower  shall have become  obliged to pay  additional  amounts  under
         clause  5.9,  9.5 or 16.2.  Upon any  notice of such  prepayment  being
         given, the Commitment of the relevant Bank shall be reduced to zero and
         the amount of the Total Commitments shall be reduced accordingly.

7.4      MANDATORY PREPAYMENT
         --------------------
 
         (a)   The  Borrower  shall  be  obliged  to  prepay  the  Loan in whole
               immediately upon the occurrence of a Change of Ownership. For the
               purpose of this clause 7.4(a), "Change of Ownership" means either
               (1) the Borrower is not or ceases to be a wholly owned Subsidiary
               of the  Shareholder  or (2) UPC is not or ceases to be the direct
               or indirect legal and beneficial  owner of more than 50 per cent.
               (or such lesser  percentage as the Majority  Banks agree) of both
               (i) the  economic  interest  in the equity  share  capital of the
               Shareholder and (ii) the voting rights attributable to the equity
               share capital of the Shareholder.

                                       34
<PAGE>


         (b)   During the Term Period,  the Borrower shall apply 50 per cent. of
               Excess  Cash Flow (if any) in respect of each  financial  year of
               the  Group  commencing  with the  financial  year  ending on 31st
               December,  2002 in  prepayment  of the Loan provided that no such
               prepayment  shall be  required  to be made if the ratio of Senior
               Debt (as at the last day of such  financial  year) to  Annualised
               Consolidated  EBITDA  (determined  by reference to the Six Months
               Period ending on the last day of such financial year) as shown in
               the  Quarterly  Management  Accounts in respect of the  Quarterly
               Period ending on the last day of such financial year delivered to
               the Agent in accordance with clause 12.1(g), is less than 4:1.

         (c)   Each prepayment to be made under  paragraph (b) above shall:

               (i)  be made on Interest  Payment  Dates  falling  after the date
                    upon which the Quarterly  Management  Accounts in respect of
                    the Quarterly  Period ending on the last day of the relevant
                    financial year are delivered to the Agent pursuant to clause
                    12.1(g),  beginning  with the first such date and continuing
                    until the prepayment obligation under paragraph (b) above in
                    respect of such financial year has been satisfied; and

              (ii)  if on any  Interest  Payment  Date  upon  which an amount of
                    Excess Cash Flow is to be applied in prepayment of the Loan:


                         (A) such amount is less than the amount of the Advances
                    whose  Interest  Periods ends on such date, the Borrower may
                    select  against which Advance or Advances the  prepayment is
                    to be made and the  proportion of the relevant  amount to be
                    prepaid on each such  Advance but shall ensure that the full
                    amount of such Excess Cash Flow required to be applied is so
                    applied in prepayment;

                         (B) such amount is equal to or greater  than the amount
                    of the Advances whose Interest Periods end on such date, the
                    Borrower  shall prepay,  or procure the  prepayment of, each
                    such Advance on such date.

 7.5     AMOUNTS PAYABLE ON PREPAYMENT
         -----------------------------

         Any  prepayment  under this  Agreement  shall be made in euros together
         with:  (a)  accrued  interest  to  the  date  of  prepayment;  (b)  any
         additional  amount  payable under clause 5.9, 9.5 or 16.2;  and (c) all
         other sums  payable by the  Borrower  to the  relevant  Bank under this

                                       35
<PAGE>


         Agreement  including,   without  limitation,   any  accrued  commitment
         commission  payable under clause  8.1(c) on any undrawn  amount that is
         cancelled at the same time as such  prepayment and any amounts  payable
         under clause 15.1.

7.6      NOTICE OF PREPAYMENT
         --------------------

         No  prepayment  may be  effected  under  clause  7.2 or 7.3  unless the
         Borrower shall have given the Agent at least three Banking Days' notice
         of its  intention to make such  prepayment.  Every notice of prepayment
         shall be  effective  only on  actual  receipt  by the  Agent,  shall be
         irrevocable  and shall oblige the Borrower to make such  prepayment  on
         the date specified.  No amount prepaid pursuant to clause 7.3 or, after
         the end of the Revolving  Period,  7.2 may be reborrowed.  The Borrower
         may not prepay the Loan or any part thereof save as expressly  provided
         in this Agreement.

7.7      CANCELLATION OF COMMITMENTS
         ---------------------------

         (a)   The  Borrower  may at any time by notice to the Agent  (effective
               only on actual  receipt)  cancel with effect from a date not less
               than three  Banking  Days after the  receipt by the Agent of such
               notice the whole or any part (being  euro10,000,000 or any larger
               sum  which  is  an  integral   multiple  thereof)  of  the  Total
               Commitments  which  is not then  outstanding  or  requested  in a
               Drawdown Notice in respect of which an Advance has not been made.
               Any such notice of cancellation, once given, shall be irrevocable
               and upon such  cancellation  taking effect the Commitment of each
               Bank shall be reduced proportionately.

         (b)   Upon any  Change  of  Ownership  under  clause  7.4(a)  the Total
               Commitments shall forthwith be reduced to zero.

7.8      APPLICATION OF PREPAYMENTS TO REPAYMENT INSTALMENTS
         ---------------------------------------------------

         Any amounts  prepaid  under clauses 7.3 and 7.4(b) or, after the end of
         the  Revolving  Period,  clause 7.2,  shall be applied in reducing  the
         repayment instalments under clause 7.1 rateably.

                                       36

<PAGE>


8.       FEES AND EXPENSES
         -----------------

8.1      FEES
         ----

         The  Borrower  shall  pay to the Agent  whether  or not any part of the
         Commitments is ever advanced:

         (a)   on the earlier of (i) the date of the first  Advance and (ii) the
               date falling five Banking Days after the date of this  Agreement,
               for the account of the Joint Arrangers,  an arrangement fee of an
               amount agreed  between the Borrower and the Joint  Arrangers in a
               letter dated the date hereof;

         (b)   on the earlier of (i) the date of the first  Advance and (ii) the
               date falling five Banking Days after the date of this  Agreement,
               and on each  anniversary of the date of this Agreement  until all
               moneys owing under this Agreement have been paid in full, for the
               account of the Agent,  an agency fee of an amount agreed  between
               the Borrower and the Agent in a letter dated the date hereof; and


         (c)   in arrears on each  Quarter Day after the date of this  Agreement
               and on the last day of the Revolving  Period,  for the account of
               each Bank,  commitment  commission computed from the date of this
               Agreement  at the rate of 0.50 per  cent.  per annum on the daily
               undrawn and  uncancelled  amount of such Bank's  Commitment. 

8.2      EXPENSES
         --------

         The Borrower shall pay to the Agent on demand:

         (a)   all reasonable expenses (including reasonable legal, printing and
               out-of-pocket  expenses)  incurred  by the  Agent,  the  Security
               Agent,  the Security  Agent  Guarantor the Overdraft Bank and the
               Joint Arrangers in connection with the  negotiation,  preparation
               and execution of this Agreement and the Security  Documents,  the
               syndication of the Facilities,  the preparation and  distribution
               of the Information  Memorandum and advertising in connection with
               this  Agreement  and of any  amendment  or  extension  of, or the
               granting of any waiver or consent  under,  this  Agreement or the
               Security Documents together with interest at the rate referred to
               in  clause  5.6 from  the  date of  demand  for  payment  of such
               expenses  to the  date  of  payment  (as  well  after  as  before
               judgment); and

         (b)   all  expenses   (including  legal  and  out-of-pocket   expenses)
               incurred by the Secured  Parties or any of them in  contemplation
               of, or otherwise in connection with, the enforcement or bona fide
               attempted  enforcement of, or preservation or bona fide attempted
               preservation  of any  rights  under,  this  Agreement  and/or the
               Security  Documents,  including,  without  limitation,  after the
               occurrence of a Default or if otherwise agreed with the Borrower,

                                       37
<PAGE>


               the fees and expenses of accountants or other experts incurred in
               relation to any investigation into the affairs of the Borrower or
               any member of the Group,  or  otherwise  in respect of the moneys
               owing  under  this  Agreement  and/or  the  Security   Documents,
               together with interest at the rate referred to in clause 5.6 from
               the date on which  such  expenses  were  incurred  to the date of
               payment (as well after as before judgment).

8.3      VALUE ADDED TAX
         ---------------

         All fees and expenses  payable  pursuant to this clause 8 shall be paid
         together  with an amount  equal to any value  added tax  payable by the
         relevant Secured Party in respect of such fees and expenses.

8.4      STAMP AND OTHER DUTIES
         ----------------------

         The Borrower shall pay all stamp,  documentary,  registration  or other
         similar duties or Taxes (including any such duties or Taxes payable by,
         or assessed on, any Secured  Party)  imposed on or in  connection  with
         this Agreement and/or the Security  Documents or the Facilities  (other
         than  those  imposed by reason of any  assignment  or  novation  by any
         Bank).

8.5      INDEMNITY
         ---------

         The Borrower  shall  indemnify  the relevant  Secured Party against any
         liability arising by reason of any delay or omission by the Borrower to
         pay such duties or Taxes under clause 8.4.


                                       38
<PAGE>


9.       PAYMENTS AND TAXES; ACCOUNTS AND CALCULATIONS
         ---------------------------------------------

9.1      NO SET-OFF OR COUNTERCLAIM; DISTRIBUTION TO THE BANKS
         -----------------------------------------------------

         All payments to be made by the Obligors under this Agreement and/or the
         Security  Documents  shall  be made in full,  without  any  set-off  or
         counterclaim  whatsoever  and,  subject as provided in clause 9.5, free
         and clear of any  deductions  or  withholdings,  in euros  (except  for
         costs,  charges or expenses  which shall be payable in the  currency in
         which they are incurred) on the due date to the account of the Agent or
         the  Overdraft  Bank (as  relevant)  at such  bank as the  Agent or the
         Overdraft  Bank (as  relevant)  may from time to time  specify for this
         purpose.  Save where the Security Deed otherwise provides or where this
         Agreement  and/or the  Security  Documents  provide for a payment to be
         made  for  the  account  of  a  particular  Bank  (including,   without
         limitation,  clauses 7.3, 8, 9.5, 15.1,  15.2, 16.1 and 16.2), in which
         case the  Agent  shall  distribute  the  relevant  payment  to the Bank
         concerned,  or for the account of the Agent (for its own account),  the
         Joint  Arrangers,  the Security Agent or the Overdraft Bank payments to
         be made  by any  Obligor  under  this  Agreement  and/or  the  Security
         Documents shall be for the account of all the Banks and the Agent shall
         forthwith distribute such payments in like funds as are received by the
         Agent to the Banks  rateably in accordance  with their  Commitments  or
         Contributions, as the case may be.

9.2      PAYMENTS BY THE BANKS
         ---------------------

         All  sums to be  advanced  by the  Banks  to the  Borrower  under  this
         Agreement  shall be remitted in euros on the relevant  Drawdown Date to
         the account of the Agent at such bank as the Agent may have notified to
         the Banks and shall be paid by the Agent on such date in like  funds as
         are received by the Agent to the account of the  Borrower  specified in
         the relevant Drawdown Notice.

9.3      NON-BANKING DAYS
         ----------------

         When any payment under this Agreement  would  otherwise be due on a day
         which is not a Banking  Day,  the due date for  payment  or the date of
         such  reduction  shall be postponed to the next  following  Banking Day
         unless such Banking Day falls in the next calendar  month in which case
         payment shall be made on the immediately  preceding Banking Day. If any
         date or day specifically referred to in this Agreement is not a Banking
         Day all  references  thereto  shall be deemed to be to the  immediately
         preceding Banking Day.

9.4      AGENT MAY ASSUME RECEIPT
         ------------------------

         Where any sum is to be paid under this  Agreement  to the Agent for the
         account of another  person,  the Agent may assume that the payment will
         be made when due and may (but  shall not be  obliged  to) make such sum
         available to the person so  entitled.  If it proves to be the case that
         such  payment  was not made to the Agent,  then the person to whom such
         sum was so made available shall on request refund such sum to the Agent
         together with interest  thereon  sufficient to compensate the Agent for

                                       39
<PAGE>

         the cost of making  available such sum up to the date of such repayment
         and the person by whom such sum was payable  shall  indemnify the Agent
         for any and all loss or reasonable  expense which the Agent may sustain
         or incur as a  consequence  of such sum not having been paid on its due
         date.

9.5      GROSSING-UP FOR TAXES
         ---------------------

         Subject to clause  9.6, at any time any Obligor is required to make any
         deduction or withholding in respect of Taxes from any payment due under
         this  Agreement  and/or the Security  Documents  for the account of any
         Secured  Party (or if the Agent or the  Security  Agent is  required to
         make any such  deduction  or  withholding  from a payment  to any other
         Secured  Party),  the sum due from the  relevant  Obligor in respect of
         such payment shall,  subject to the relevant Secured Party's compliance
         with clause  9.8(b),  be  increased  to the extent  necessary to ensure
         that,  after the making of such deduction or withholding,  each Secured
         Party receives on the due date for such payment (and retains, free from
         any liability in respect of such  deduction or  withholding)  a net sum
         equal to the sum which it would have received had no such  deduction or
         withholding  been  required to be made and the relevant  Obligor  shall
         indemnify  each Secured Party  against any losses or costs  incurred by
         any of them by reason of any  failure of such  Obligor to make any such
         deduction  or  withholding  or by reason of any  increased  payment not
         being made on the due date for such payment. The relevant Obligor shall
         promptly deliver to the Agent any receipts, certificates or other proof
         evidencing  the amounts (if any) paid or payable in respect of any such
         deduction or withholding.

9.6      QUALIFYING BANKS
         ----------------

         If any Secured  Party is not or ceases to be a Qualifying  Bank then it
         shall promptly  notify the relevant  Obligor upon becoming aware of the
         same and the relevant  Obligor shall not be obliged to pay such Secured
         Party under clause 9.5 any amount in excess of the amount it would have
         been obliged to pay if such Secured Party was or had not ceased to be a
         Qualifying  Bank provided that this clause 9.6 shall not apply (and the
         relevant Obligor shall be obliged to comply with its obligations  under
         clause 9.5) if after  today's date there shall have been any change in,
         or  in  the   interpretation  or  application  of,  any  relevant  law,
         directive, treaty (including, without limitation, any applicable double
         tax  treaty) or  regulation  or  practice  of any  applicable  taxation
         authority and as a result thereof the relevant  Secured Party ceases to
         be a Qualifying  Bank or the relevant  Obligor will be required to make
         deduction or withholding on account of tax  irrespective of whether the
         recipient of the relevant  payment is or is not a Qualifying Bank. Each
         Secured  Party  confirms to each of the Obligors  that it is, as at the
         date of this Agreement, a Qualifying Bank.


                                       40
<PAGE>

9.7      CLAW-BACK OF TAX BENEFIT
         ------------------------

         If following  any such  deduction or  withholding  as is referred to in
         clause  9.5 any  Secured  Party  shall  receive  or be granted a credit
         against or remission for any Taxes payable by it, the relevant  Secured
         Party shall,  subject to the relevant Obligor having made any increased
         payment  in  accordance  with  clause  9.5 and to the  extent  that the
         relevant  Secured Party can do so without  prejudicing the retention of
         the amount of such credit or  remission  and without  prejudice  to the
         right of the  relevant  Secured  Party to obtain  any  other  relief or
         allowance which may be available to it,  reimburse the relevant Obligor
         with such amount as the  relevant  Secured  Party shall in its absolute
         discretion  certify to be the proportion of such credit or remission as
         will leave the relevant Secured Party (after such  reimbursement) in no
         worse  position  than it  would  have  been in had  there  been no such
         deduction or  withholding  from the payment by the relevant  Obligor as
         aforesaid. Such reimbursement shall be made forthwith upon the relevant
         Security Party  certifying  that the amount of such credit or remission
         has been  received by it.  Nothing  contained in this  Agreement  shall
         oblige any Secured  Party to  rearrange  its tax affairs or to disclose
         any  information  regarding its tax affairs and  computations.  Without
         prejudice to the generality of the  foregoing,  the Obligors shall not,
         by virtue of this clause 9.7, be entitled to enquire  about any Secured
         Party's tax affairs.

9.8      CERTIFICATION TO SECURE A TAX BENEFIT
         -------------------------------------

         If, in order to make any  payment due under this  Agreement  and/or any
         Security Document to any Secured Party without deduction or withholding
         for or on account of Tax or to secure the benefit of any  reduced  rate
         of such deduction or withholding, any Obligor requires a direction from
         or the consent of a government or taxing authority:

         (a)   the relevant  Obligor agrees to use its reasonable  endeavours to
               complete  (accurately and in a manner reasonably  satisfactory to
               such   Secured   Party),   execute,   arrange  for  any  required
               certification  of,  and  deliver  to such  Secured  Party or such
               government or taxing  authority as such Secured Party  reasonably
               directs,  any form or document  reasonably required of it, and to
               provide  such   information  that  such  Secured  Party  or  such
               government or taxing authority may reasonably  require or request
               in order to assist or enable  such  Secured  Party to secure that
               such a direction or consent is given to the  relevant  Obligor in
               respect  of  any  payment.   Each  Obligor   shall   perform  its
               obligations  under  this  sub-paragraph  (a)  promptly  upon  the
               earlier of:

               (i)  being  notified that the form,  document or  information  is
                    required or requested; and

              (ii)  demand  being  made by such  Secured  Party or the  relevant
                    government or taxing authority, as the case may be;

         (b)   each  Secured  Party agrees  to use its  reasonable endeavours to
               complete  (accurately and in a manner reasonably  satisfactory to

                                       41
<PAGE>

               the  relevant  Obligor),   execute,   arrange  for  any  required
               certification  of, and deliver to the relevant  Obligor,  or such
               government  or  taxing  authority  as the  relevant  Obligor  may
               reasonably  direct, any form or document  reasonably  required of
               it, and to provide such  information that the relevant Obligor or
               such  government or taxing  authority may  reasonably  require or
               request  in order to assist or enable  the  relevant  Obligor  to
               secure that such a direction  or consent is given to the relevant
               Obligor in respect of any payment. The obligations of the Secured
               Parties under this sub-paragraph (b) shall be performed within 30
               days of reasonable demand by the relevant Obligor.

9.9      BANK ACCOUNTS
         -------------

         Each Bank and the Overdraft Bank shall maintain, in accordance with its
         usual  practices,  an account or accounts  evidencing  the amounts from
         time to time lent by, owing to and paid to it under this Agreement. The
         Agent shall maintain a control  account  showing each Advance and other
         sums owing by the  Borrower  under this  Agreement  and all payments in
         respect  thereof  made by the Obligors  from time to time.  The control
         account for the Overdraft Facility shall be maintained by the Overdraft
         Bank. The control  accounts shall, in the absence of manifest error, be
         conclusive  as to the amount  from time to time  owing by the  Borrower
         under this Agreement.

9.10     PARTIAL PAYMENTS
         ----------------

         If,  on any date on which a  payment  is due to be made by any  Obligor
         under this Agreement and/or the Security Documents, the amount received
         by the Agent from the relevant  Obligor falls short of the total amount
         of the  payment  due to be made by the  relevant  Obligor  on such date
         then,  without  prejudice  to any rights or remedies  available  to the
         Secured Parties under this Agreement and/or the Security Documents, the
         Agent  shall  apply the  amount  actually  received  from the  relevant
         Obligor in or towards  discharge  of the  obligations  of the  Borrower
         under  this  Agreement  in the  following  order,  notwithstanding  any
         appropriation made, or purported to be made, by the relevant Obligor:

         (a)   firstly,  in or  towards  payment,  on a pro rata  basis,  of any
               unpaid fees, costs and expenses of the Agent under this Agreement
               and/or the Security Documents;

         (b)   secondly,  in or towards  payment to the Joint  Arrangers  of any
               portion of the  arrangement fee payable under clause 8.1(a) which
               remains  unpaid,  to the Agent of any  portion  of the agency fee
               payable  under  clause  8.1(b)  which  remains  unpaid and to the
               Overdraft  Bank of any portion of the Overdraft  Bank fee payable
               under clause 8.1(d);

                                       42
<PAGE>

         (c)   thirdly, in or towards payment to the Banks, on a pro rata basis,
               of any accrued commitment  commission payable under clause 8.1(c)
               which shall have become due but remains unpaid;

         (d)   fourthly,  in or  towards  payment  to the  Banks,  on a pro rata
               basis,  of any accrued  interest  which shall have become due but
               remains unpaid;

         (e)   fifthly, in or towards payment to the Banks, on a pro rata basis,
               of any principal  which shall have become due but remains unpaid;
               and

         (f)   sixthly,  in or towards payment of any other sum which shall have
               become due but remains  unpaid (and, if more than one such sum so
               remains  unpaid,  on a pro rata basis).

         The  order of application set out in this clause  9.10(b)-9.10(f) shall
         be varied  by the Agent if all Banks so direct,  without any  reference
         to, or consent or approval from, any of the Obligors.

9.11     CALCULATIONS
         ------------

         All  interest  and  other  payments  of an  annual  nature  under  this
         Agreement  shall accrue from day to day and be  calculated on the basis
         of actual days elapsed and a 360 day year.  In  calculating  the actual
         number  of  days  elapsed  in a  period  which  is one of a  series  of
         consecutive  periods  with no interval  between them or a period on the
         last day of which  any  payment  falls  to be made in  respect  of such
         period, the first day of such period shall be included but the last day
         excluded.

9.12     CERTIFICATES CONCLUSIVE
         -----------------------

         Any certificate or  determination  of the Agent or any Secured Party as
         to any rate of  interest  or any amount  payable  under this  Agreement
         shall,  in the absence of manifest  error, be conclusive and binding on
         the Obligors and (in the case of a certificate or  determination by the
         Agent) on the Secured Parties.

9.13     RECONVENTIONING
         ---------------

         After  consultation  between the Agent,  the Borrower and the Banks and
         notwithstanding  clause 19.11 the Agent  (acting  reasonably)  shall be
         entitled to make such amendments to the provisions of this Agreement as
         it may  determine to be  necessary to conform them to market  practices
         (whether  as  to  the  settlement  or  rounding  of  obligations,   the
         calculation  of interest or otherwise  howsoever)  then  applicable  to
         instruments denominated in euro.

         Any amendment so made to this  Agreement by the Agent shall be promptly
         notified  to the  Banks  and the  Obligors  by the  Agent  and shall be
         binding on all the Banks and the Obligors.

                                    43

<PAGE>


10.      GUARANTEE
         ---------
 
10.1     COVENANT TO PAY
         ---------------

         The  Guarantors  hereby  irrevocably  and  unconditionally  jointly and
         severally guarantee to each Secured Party the payment of all moneys now
         or hereafter due, owing or incurred by any member of the Group under or
         pursuant to the Finance  Documents  when the same become due whether by
         acceleration or otherwise.

10.2     GUARANTORS AS PRINCIPAL DEBTORS; INDEMNITY
         ------------------------------------------

         As a separate and  independent  stipulation,  but subject always to the
         provisions of clause 10.1, the Guarantors  jointly and severally  agree
         that if any  purported  obligation  or  liability  of any member of the
         Group which would have been the subject of this  Guarantee  had it been
         valid  and  enforceable  is not or  ceases  to be valid or  enforceable
         against  such member of the Group on any ground  whatsoever  whether or
         not known to the Secured Parties, or any of them,  (including,  without
         limitation, any irregular exercise or absence of any corporate power or
         lack of authority  of, or breach of duty by, any person  purporting  to
         act on  behalf  of such  member  of the  Group  or any  legal  or other
         limitation,  or any  disability  or  Incapacity  or any  change  in the
         constitution of any relevant member of the Group) the Guarantors  shall
         nevertheless  be  jointly  and  severally  liable  in  respect  of that
         purported  obligation  or liability as if the same were fully valid and
         enforceable  and such  Guarantor  was the  principal  debtor in respect
         thereof. The Guarantors hereby irrevocably and unconditionally  jointly
         and  severally  agree to  indemnify  and keep  indemnified  the Secured
         Parties  against any loss or liability  arising from any failure of any
         member  of the  Group  to  perform  or  discharge  any  such  purported
         obligation or liability or from any invalidity or  unenforceability  of
         any of the same against any member of the Group.

10.3     NO SECURITY TAKEN BY GUARANTORS
         -------------------------------

         The Guarantors  hereby jointly and severally warrant that they have not
         taken  or  received,  and  undertake  that  until  all  the  Guaranteed
         Liabilities have been paid or discharged in full, they will not take or
         receive,  the  benefit of any  security  from any other  Obligor or any
         other person in respect of their  obligations under this Guarantee save
         as may be agreed by the Majority Banks.

10.4     INTEREST
         --------

         Each  Guarantor  agrees to pay  interest on each amount  demanded of it
         under this  Guarantee  from the date of such demand  until  payment (as
         well after as before  judgment)  at the rate  specified  in clause 5.6.
         Such interest shall be compounded at the end of each period  determined
         for this  purpose  by the Agent in the event of it not being  paid when
         demanded but without prejudice to the Security Agent's right to require
         payment of such interest.


                                       44
<PAGE>

10.5     CONTINUING SECURITY AND OTHER MATTERS
         -------------------------------------

         This Guarantee shall:

         (a)   extend to the  ultimate  balance  from time to time  owing to the
               Secured  Parties  by the  members  of the  Group  and  shall be a
               continuing  guarantee,  notwithstanding any settlement of account
               or other matter whatsoever;

         (b)   be in addition to any  present or future  Collateral  Instrument,
               right or remedy held by or  available  to the Secured  Parties or
               any of them; and

         (c)   not be in any way  prejudiced or affected by the existence of any
               such  Collateral  Instrument,  rights or  remedies or by the same
               becoming wholly or in part void, voidable or unenforceable on any
               ground  whatsoever  or by the  Secured  Parties  or  any of  them
               dealing  with,  exchanging,  varying  or  failing  to  perfect or
               enforce any of the same or giving time for payment or  indulgence
               or compounding with any other person liable.

10.6     NEW ACCOUNTS
         ------------

         If this  Guarantee  ceases to be continuing  for any reason  whatsoever
         each Secured Party may nevertheless  continue any account of any member
         of the Group or open one or more new accounts and the liability of each
         Guarantor  under this  Guarantee  shall not in any manner be reduced or
         affected by any subsequent transactions or receipts or payments into or
         out of any such account.

10.7     LIABILITY UNCONDITIONAL
         -----------------------

         The  liability of each  Guarantor  shall not be affected nor shall this
         Guarantee be discharged or reduced by reason of:

         (a)   the Incapacity or any change in the name,  style or  constitution
               of any Obligor or any other person liable; or

         (b)   any of the  Secured  Parties  granting  any time,  indulgence  or
               concession to, or  compounding  with,  discharging,  releasing or
               varying the  liability  of any other  Obligor or any other person
               liable  or  renewing,  determining,  varying  or  increasing  any
               accommodation,  Facilities or  transaction  or otherwise  dealing
               with  the  same  in  any  manner  whatsoever  or  concurring  in,
               accepting or varying any compromise, arrangement or settlement or
               omitting  to claim or  enforce  payment  from any  Obligor or any
               other person liable; or

         (c)   any act or omission  which would not have  discharged or affected
               the liability of such  Guarantor  had it been a principal  debtor
               instead of a guarantor or by anything  done or omitted  which but
               for this provision might operate to exonerate such Guarantor.

                                       45

<PAGE>

10.8     COLLATERAL INSTRUMENTS
         ----------------------

         None of the  Secured  Parties  shall be  obliged  to make any  claim or
         demand on the  Borrower or to resort to any  Collateral  Instrument  or
         other means of payment now or hereafter held by or available to them or
         it before  enforcing  this  Guarantee and no action taken or omitted by
         any of the  Secured  Parties  in  connection  with any such  Collateral
         Instrument or other means of payment shall discharge, reduce, prejudice
         or affect the liability of any Guarantor under this Guarantee nor shall
         any of the  Secured  Parties  be  obliged  to apply  any money or other
         property  received or recovered in  consequence  of any  enforcement or
         realisation of any such Collateral Instrument or other means of payment
         in reduction of the Guaranteed Liabilities.

10.9     WAIVER OF GUARANTORS' RIGHTS
         ----------------------------

         Until all the  Guaranteed  Liabilities  have been paid,  discharged  or
         satisfied  in full (and  notwithstanding  payment of a dividend  in any
         liquidation  or under any  compromise or  arrangement)  each  Guarantor
         agrees that,  without the prior written  consent of the Agent,  it will
         not:

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

         (b)   demand or accept any security to be executed in respect of any of
               its  obligations  under this Guarantee or any other  Indebtedness
               now or hereafter due to such  Guarantor  from any other member of
               the Group or from any other person liable; or

         (c)   take any step or enforce  any right  against  any  Obligor or any
               other person liable in respect of any Guaranteed Liabilities; or

         (d)   exercise any right of set-off or  counterclaim  against any other
               Obligor or any other person liable or claim or prove or vote as a
               creditor in  competition  with any of the Secured  Parties in the
               bankruptcy,  liquidation,   administration  or  other  insolvency
               proceeding  of any other  Obligor or any other  person  liable or
               have the benefit of, or share in, any payment from or composition
               with,  any other  Obligor or any other person liable or any other
               Collateral Instrument now or hereafter held by any of the Secured
               Parties of the Guaranteed  Liabilities or for the  obligations or
               liabilities  of  any  other  person  liable  but so  that,  if so
               directed by the Agent, it will prove for the whole or any part of
               its claim in the  liquidation  of any other Obligor on terms that
               the  benefit  of such  proof and of all money  received  by it in
               respect thereof shall immediately be transferred to an account to
               be designated by the Security  Agent for the Secured  Parties and
               applied in or towards discharge of the Guaranteed  Liabilities in
               accordance with the Security Deed.

                                       46

<PAGE>

10.10    SUSPENSE ACCOUNTS
         -----------------

         Any money received in connection with this Guarantee (whether before or
         after any  Incapacity  of any Obligor) may be placed to the credit of a
         suspense  account with a view to  preserving  the rights of the Secured
         Parties to prove for the whole of their  respective  claims against any
         Obligor  or any other  person  liable or may be  applied  in or towards
         satisfaction  of the  Guaranteed  Liabilities  in  accordance  with the
         Security Deed.

10.11    SETTLEMENTS CONDITIONAL
         -----------------------

         Any release,  discharge or settlement  between any Guarantor and any of
         the Secured Parties shall be conditional upon no security,  disposition
         or payment to any of the  Secured  Parties by any  Obligor or any other
         person liable being void, set aside or ordered to be refunded  pursuant
         to  any   enactment  or  law  relating  to   bankruptcy,   liquidation,
         administration  or insolvency or for any other reason whatsoever and if
         such  condition  shall not be fulfilled  the Secured  Parties  shall be
         entitled to enforce this  Guarantee  subsequently  as if such  release,
         discharge or  settlement  had not occurred and any such payment had not
         been made.

10.12    GUARANTORS TO DELIVER UP CERTAIN PROPERTY
         -----------------------------------------

         If,  contrary to clauses 10.3 or 10.9, any Guarantor  takes or receives
         the benefit of any  security or receives or recovers any money or other
         property, such security, money or other property shall be held on trust
         for the Secured Parties and shall be delivered to the Security Agent on
         demand.

10.13    RETENTION OF THIS GUARANTEE
         ---------------------------

         The Secured Parties shall be entitled to retain this Guarantee after as
         well  as  before  the  payment  or  discharge  of  all  the  Guaranteed
         Liabilities for such period as the Agent may reasonably determine.

10.14    CHANGES IN CONSTITUTION OR REORGANISATIONS OF SECURED PARTIES
         -------------------------------------------------------------

         For the avoidance of doubt and without  prejudice to the  provisions of
         clause 19,  this  Guarantee  shall  remain  binding  on each  Guarantor
         notwithstanding  any change in the  constitution of the Secured Parties
         or any of them or their or its absorption in, or  amalgamation  with or
         the  acquisition  of all or part of their or its  undertaking or assets
         by, any other person,  or any  reconstruction  or reorganisation of any
         kind,  to the  intent  that  this  Guarantee  shall  remain  valid  and
         effective  in all  respects in favour of the  Security  Agent,  and any
         successor  or  additional  Security  Agent  appointed  pursuant  to the
         Security  Deed for the benefit of each Secured Party in the same manner
         as if such  successor or  additional  Security  Agent had been named in
         this  guarantee  as a party  instead of, or in addition to the Security
         Agent.

                                       47
<PAGE>

10.15    OTHER GUARANTORS
         ----------------

         Each  Guarantor  agrees to be bound by this  Guarantee  notwithstanding
         that any other  person  intended to execute or to be bound by any other
         guarantee or assurance  under or pursuant to this  Agreement may not do
         so or may not be effectually bound and notwithstanding  that such other
         guarantee or assurance  may be  determined  or be or become  invalid or
         unenforceable  against any other person,  whether or not the deficiency
         is known to the Secured Parties or any of them.

10.16    ACCEDING GUARANTORS
         -------------------

         (a)   To the extent legally  possible,  the Borrower shall procure that
               each Material Subsidiary of the Borrower (other than the Original
               Guarantors)  become an Acceding  Guarantor either (i) in the case
               of a  company  which is a member  of the  Group as at the date of
               this  Agreement  within 30 days of it ceasing to be an Immaterial
               Subsidiary  or  (ii)  in any  other  case  within  30  days of it
               becoming a Subsidiary  of the Borrower by delivering to the Agent
               a Guarantor's  Deed of Accession duly executed by such Subsidiary
               and the Borrower.

         (b)   The  Borrower   shall  procure  that,  at  the  same  time  as  a
               Guarantor's Deed of Accession is delivered to the Agent, there is
               delivered to the Agent all the documents  and evidence  listed in
               schedule 9, part B in respect of the relevant  Subsidiary in each
               case in form  and  substance  satisfactory  to the  Agent  acting
               reasonably.

         (c)   Delivery of a Guarantor's  Deed of Accession  duly executed by an
               Acceding Guarantor and the Borrower  constitutes  confirmation by
               the relevant  Acceding  Guarantor  (with  respect to itself only)
               that  the  representations  and  warranties  set  out in  clauses
               11.1(a) to (e) inclusive and 11.2(a), (b), (c), (g) and (h) to be
               made by it on the date of the  Guarantor's  Deed of  Accession in
               accordance  with  clause  11.4 are  correct as if made by it with
               reference to the facts and circumstances then existing.

         (d)   To the extent legally possible in any Relevant Jurisdiction, each
               Acceding Guarantor,  before entering into such a Guarantor's Deed
               of Accession,  shall comply with all relevant  legislation in its
               country of  incorporation,  to the  satisfaction of the Agent, to
               ensure that the proposed  guarantee to be given is in  compliance
               with any relevant  provisions of such  legislation  and to ensure
               that the proposed  guarantee to be given is to be legal valid and
               binding on the proposed Acceding Guarantor.

         (e)   Each Secured Party  irrevocably  authorises the Security Agent to
               countersign  each  Guarantor's  Deed of  Accession  on its behalf
               without any further consent of, or consultation  with, any of the
               other Secured Parties.


                                       48
<PAGE>


         (f)   Each of the other Obligors irrevocably authorises the Borrower to
               countersign  each  Guarantor's  Deed of  Accession  on its behalf
               without any further consent of or  consultation  with, any of the
               other Obligors.





                                       49
<PAGE>


11.      REPRESENTATIONS AND WARRANTIES
         ------------------------------

11.1     REPEATED REPRESENTATIONS AND WARRANTIES
         ---------------------------------------

         Each  Obligor  in  respect  of  itself  and its  Material  Subsidiaries
         represents and warrants to each of the Secured Parties that:

         (a)   DUE INCORPORATION
               -----------------

               all of the members of the Group are duly incorporated and validly
               existing  under  the laws of the  respective  countries  of their
               incorporation  as limited  liability  companies and have power to
               carry  on  their  respective  businesses  as they  are now  being
               conducted and to own their respective property and other assets;

         (b)   POWER TO BORROW ETC.
               --------------------

               each  Obligor  has power to  execute,  deliver  and  perform  its
               obligations  under this  Agreement and the Security  Documents to
               which it is a party and, in the case of the  Borrower,  to borrow
               the Commitments;  all necessary corporate,  shareholder and other
               action has been taken to authorise  the  execution,  delivery and
               performance  of the same and no  limitation  on the powers of the
               Borrower  to borrow or on the  powers  of any  Guarantor  to give
               guarantees will be exceeded as a result of borrowings  under this
               Agreement or as a result of the giving of the Guarantee;

         (c)   BINDING OBLIGATIONS
               -------------------

               this Agreement constitutes and the Security Documents to which it
               is a party,  when executed and delivered by the relevant  Obligor
               will  constitute,  valid and legally binding  obligations of such
               Obligor  enforceable in accordance  with their  respective  terms
               subject to the  qualifications  contained  in the legal  opinions
               referred  to  in  schedule  3 and  mandatory  provisions  of  law
               affecting creditors rights generally;

         (d)   NO CONFLICT WITH OTHER OBLIGATIONS
               ----------------------------------

               the execution and delivery of, the performance of its obligations
               under,  and compliance with the provisions of, this Agreement and
               the  Security  Documents  to which it is a party by the  Obligors
               will not (i) contravene  any existing  applicable  law,  statute,
               rule or regulation or any judgment, decree or permit to which any
               Obligor is subject,  (ii) conflict  with, or result in any breach
               of any of the terms  of,  or  constitute  a  default  under,  any
               agreement or other  instrument to which any Obligor is a party or
               is subject or by which it or any of its property is bound,  (iii)
               contravene  or  conflict  with  any  provision  of any  Obligor's
               constitutive  documents,  (iv) breach in any material respect any
               term  of  the  Necessary  Authorisations  or  (v)  save  for  the

                                       50
<PAGE>

               Encumbrances  granted  to the  Secured  Parties  pursuant  to the
               Security  Documents,  result in the creation or  imposition of or
               oblige any member of the Group to create any  Encumbrance  (other
               than a  Permitted  Encumbrance)  on  any  member  of the  Group's
               undertakings, assets, rights or revenues;

         (e)   NO LITIGATION
               -------------

               no litigation, arbitration or administrative proceeding is taking
               place,  pending  or,  to the  knowledge  of the  officers  of any
               Obligor,  threatened  against  any  member  of the Group in which
               there is a reasonable likelihood of an adverse determination,  if
               adversely  determined  would or is  reasonably  likely  to have a
               Material Adverse Effect;

         (f)   FINANCIAL STATEMENTS CORRECT AND COMPLETE:
               ------------------------------------------

               (i)  the  audited   consolidated   financial  statements  of  the
                    Shareholder and its Subsidiaries in respect of the financial
                    year ended on 31st  December  1997 as delivered to the Agent
                    have been prepared in accordance with GAAP which  principles
                    have  been  consistently  applied  and  present  fairly  and
                    accurately  the  consolidated   financial  position  of  the
                    Shareholder  and its  Subsidiaries  as at such  date and the
                    consolidated  results of the  operations of the  Shareholder
                    and its  Subsidiaries  respectively  for the financial  year
                    ended on such date and,  as at such  date,  no member of the
                    Group had any  liabilities  (contingent  or otherwise  other
                    than liabilities payable to the Shareholder representing the
                    on-lending of the proceeds of the NUON  Facility)  which are
                    significant  in the context of the Group  (taken as a whole)
                    or any  losses  which  are not  disclosed  by,  or  reserved
                    against or provided for in, such financial statements;

              (ii)  the  unaudited   Quarterly   Management   Accounts  for  the
                    Shareholder and its Subsidiaries in respect of the Quarterly
                    Period  ended 31st  December  1998 as delivered to the Agent
                    have been prepared in accordance  with GAAP (other than year
                    end adjustments and absence of footnotes)  which  principles
                    have  been  consistently  applied  and  present  fairly  and


                                       51

<PAGE>


                    accurately  the results of the  operations  of the Group for
                    such Quarterly Period as at such date; and

             (iii)  the  combined  financial  projections  for the Group for the
                    financial years ending 1999 to 2008 inclusive, the operating
                    statistics  projections  for such  financial  years  and the
                    Management   Base  Case  have  been   prepared   based  upon
                    historical  financial  information  and upon the assumptions
                    set forth therein,  which  assumptions  were reasonable when
                    made in light of current and reasonably foreseeable business
                    conditions and are reasonable on the date hereof.

11.2     FURTHER REPRESENTATIONS AND WARRANTIES
         --------------------------------------

         Each Obligor in respect of itself and its Material Subsidiaries further
         represents  and warrants to each of the Secured  Parties that as at the
         date of this  Agreement,  or, in the clause of 11.2(i)  only, as at the
         date of the Information Memorandum:

         (a)   NO FILINGS REQUIRED
               -------------------

               save for the filings, registrations and notarisations referred to
               in the  legal  opinions  referred  to in  schedule  3,  it is not
               necessary to ensure the  legality,  validity,  enforceability  or
               admissibility  in  evidence  of this  Agreement  or the  Security
               Documents that any of them or any other  instrument be notarised,
               filed,  recorded,  registered  or enrolled  in any court,  public
               office or  elsewhere  in any  Relevant  Jurisdiction  or that any
               stamp,  registration  or  similar  tax or  charge  be paid in any
               Relevant  Jurisdiction on or in relation to this Agreement or any
               of the Security  Documents  and this  Agreement  and the Security
               Documents are in proper form for their  enforcement in the courts
               of any Relevant Jurisdiction;

         (b)   CHOICE OF LAW
               -------------

               the  choice  by  the  Obligors  of  English  law to  govern  this
               Agreement and the submission by the Obligors to the non-exclusive
               jurisdiction  of the High Court of  Justice in England  are valid
               and binding;

         (c)   TITLE TO ASSETS
               ---------------

               each  Obligor is the legal and/or  beneficial  owner of and has a
               good and  marketable  interest  in its  material  assets free and
               clear of any Encumbrance other than Permitted Encumbrances;

         (d)  INTELLECTUAL PROPERTY RIGHTS:
              ----------------------------

              (i)   the  Intellectual  Property  Rights  owned by or licensed to
                    each member of the Group are free from any Encumbrance (save
                    for those  created or to be created  by or  pursuant  to the
                    Security  Documents,  those arising by, through or under the
                    terms on which any such  Intellectual  Property  Rights  are
                    licensed to the relevant  member of the Group and  Permitted
                    Encumbrances) and any other rights or interests in favour of
                    third parties;

             (ii)   the  Intellectual  Property  Rights  owned by or licensed to
                    each member of the Group are all the  Intellectual  Property
                    Rights  required by them in order to carry on,  maintain and
                    operate   in  all   material   respects   their   respective
                    businesses, properties and assets and no member of the Group
                    in carrying on its business, to its knowledge, infringes any
                    Intellectual  Property  Rights of any third  party where any

                                       52
<PAGE>

                    action  taken by such  third  party in  respect  of any such
                    infringement  would  or  is  reasonably  likely  to  have  a
                    Material Adverse Effect; and

            (iii)   to the knowledge of the Obligor,  no  Intellectual  Property
                    Rights owned by any member of the Group are being infringed,
                    nor  is  there  any  threatened  infringement  of  any  such
                    Intellectual  Property Rights which, in either case would or
                    is reasonably likely to have a Material Adverse Effect;

         (e)   COPYRIGHT MATTERS
               -----------------
               each member of the Group has  obtained all consents and taken all
               other  action   required  in   connection   with  the   secondary
               transmission  by it of any broadcast  television  signals  (other
               than where failure to do so would or is reasonably likely to have
               a  Material  Adverse  Effect)  and no member of the Group has any
               knowledge,  nor is it  aware of any  claim,  that it is or may be
               liable to any person for any copyright infringement of any nature
               whatsoever  as a result of the  operation of its  business  which
               liability  would  or is  reasonably  likely  to  have a  Material
               Adverse Effect;

         (f)   NECESSARY AUTHORISATIONS
               ------------------------

               each  member  of  the  Group  has   secured  all  the   Necessary
               Authorisations,  all such  Necessary  Authorisations  are in full
               force and effect and each member of the Group is in compliance in
               all material respects with all provisions thereof. To the best of
               its knowledge and belief after due enquiry, none of the Necessary
               Authorisations  are the subject of any pending or  threatened  in
               writing attack or revocation;

         (g)   CONSENTS OBTAINED
               -----------------

               every   consent,   authorisation,   licence  or  approval  of  or
               registration  with or  declaration  to,  governmental  or  public
               bodies  or   authorities   of  courts   (other   than   Necessary
               Authorisations)   required   by  each  member  of  the  Group  to
               authorise,  or required by any member of the Group in  connection
               with,  the  execution,  delivery,  validity,   enforceability  or
               admissibility  in evidence  of this  Agreement  and the  Security
               Documents  to  which  it is a party  or the  performance  by each
               member of the Group of their  respective  obligations  under this
               Agreement  and the  Security  Documents to which they are a party
               has been  obtained  or made and is in full  force and  effect and
               there  has been no  material  default  in the  observance  of the
               conditions or restrictions  (if any) imposed in, or in connection
               with, any of the same;

         (h)   NO WITHHOLDING TAXES
               --------------------

               (assuming the correctness of the  confirmation  set out in clause
               9.6) under the law and practice at the date of this  Agreement no
               Taxes are imposed by  withholding  or otherwise on any payment to
               be made to or for the account of any Finance  Party by any member

                                       53
<PAGE>

               of the Group under this Agreement or any Security Document or are
               imposed  on or by  virtue of the  execution  or  delivery  by any
               member of the Group of this Agreement or any Security Document to
               which it is a party or any document or  instrument to be executed
               or delivered under this Agreement or any such Security Document;

         (i)   INFORMATION MEMORANDUM
               ----------------------

               to the best of the  Borrower's  knowledge  and  belief  after due
               enquiry, as at the date of the Information Memorandum the factual
               information  relating to the Group and the Shareholder  contained
               in  the  Information  Memorandum  is  true  and  accurate  in all
               material  respects and not misleading in any material respect and
               the  Information  Memorandum does not omit any material facts; as
               at  the  date  of  the  Information   Memorandum  all  reasonable
               enquiries  have been made by the Borrower to verify the facts and
               statements  relating to the Group and the  Shareholder  contained
               therein  as at  the  date  of  the  Information  Memorandum;  all
               opinions,  projections  and forecasts  contained  therein and the
               assumptions  on which such  opinions,  projections  and forecasts
               were based on and arrived at after due and careful  consideration
               and enquiry and have been  prepared by the  Borrower on the basis
               of assumptions  which the Borrower believed were reasonable as of
               the  date  of  such  projections  in the  light  of  current  and
               reasonably foreseeable business conditions; there are no material
               facts or circumstances which have not been disclosed to the Joint
               Arrangers  prior to the date  hereof the  omission of which could
               make  any  factual  information   contained  in  the  Information
               Memorandum inaccurate or misleading in any material respect as at
               the date of the  Information  Memorandum  or any of the opinions,
               projections and forecasts contained in the Information Memorandum
               (and the  assumptions  on which such  opinions,  projections  and
               forecasts  were made)  misleading in any material  respect at the
               date of the Information Memorandum. Notwithstanding the above, no
               warranty  or  representation  is  made  in  respect  of  (i)  any
               information, facts, statements, opinions, projections, forecasts,
               demographic  statistics or  circumstances  relating to the cable,
               media,  telecommunications and data services industry as a whole,
               and (ii) any  person  other  than any member of the Group and the
               Shareholder;

         (j)   ENVIRONMENTAL MATTERS
               ---------------------

               (i)  each member of the Group complies, in all respects, with all
                    requirements  of  Environmental  Laws where failure to do so
                    has or is  reasonably  likely  to  have a  Material  Adverse
                    Effect; and

              (ii)  after  due  enquiry,  no  Environmental  Claim  is,  to  the
                    knowledge of any member of the Group, pending, threatened or
                    existing, as at the date of this Agreement,  which has or is
                    reasonably likely to have a Material Adverse Effect;


                                       54
<PAGE>


         (k)   YEAR 2000 ISSUE
               ---------------

               there is an  ongoing  review of the effect of the Year 2000 Issue
               on the  computer  software,  hardware  and  firmware  systems and
               equipment  containing embedded microchips owned or operated by or
               for  each  member  of the  Group  or used or  relied  upon in the
               conduct of the  business of each  member of the Group  (including
               systems  and  equipment  supplied  by others or with  which  such
               computer  systems  of such  member of the Group  interface).  The
               costs to the Group of any  reprogramming  required  in respect of
               the systems and equipment  owned or operated by any member of the
               Group as a result of the Year 2000  Issue to  permit  the  proper
               functioning of, and the proper processing of data by such systems
               and equipment, and the testing of such reprogramming,  and of the
               reasonably foreseeable consequences of the Year 2000 Issue to the
               Group (including  reprogramming errors and the failure of systems
               or equipment supplied by others) are not expected to result in an
               Event of Default or to have a Material Adverse Effect;

         (l)   SHARES
               ------

               all shares  issued by each member of the Group have been  validly
               allotted;

         (m)   WORKS COUNCILS
               --------------

               if any works  council  has been  instituted  by an  Obligor,  all
               action has been  taken by or in  relation  to such works  council
               necessary to authorise the  performance  by the Obligors of their
               respective  obligations  under this  Agreement  and the  Security
               Documents;

         (n)   DORMANT COMPANIES
               -----------------

               each  member  of  the  Group  which  is  not  a  Guarantor  is an
               Immaterial Subsidiary; and

         (o)   NO DEFAULT
               ----------

               no other Default has occurred and is continuing.

11.3     FIRST ADVANCE REPRESENTATIONS AND WARRANTIES
         --------------------------------------------

         Each Obligor in respect of itself and its Material  Subsidiaries  which
         are members of the Group further represents and warrants to each of the
         Secured Parties that:

         (a)   PRINCIPAL AGREEMENTS:
               --------------------

                                       55
<PAGE>

               (i)  the Principal  Agreements which have been entered into on or
                    prior to the date of this  Agreement  are in full  force and
                    effect; and

              (ii)  to the best of its  knowledge  and belief after due enquiry,
                    (1) no party is in breach of any material term thereof;  (2)
                    there is no material dispute  subsisting between the parties
                    thereto  and  (3)  no  written  amendments  have  been  made
                    thereto;

          (b)  TELECOMMUNICATIONS AND CABLE LAWS
               ---------------------------------

               to the best of its knowledge  and belief after due enquiry,  each
               member of the Group is in  compliance  in all  material  respects
               with all  Telecommunications  and Cable Laws applicable to it but
               excluding,    for    these    purposes    only,    breaches    of
               Telecommunications  and Cable  Laws  which  have  been  expressly
               waived by the relevant regulatory authority;

         (c)   NO MATERIAL ADVERSE CHANGE
               --------------------------

               there has been no  material  adverse  change in the  consolidated
               financial  position  of the  Group  from  that  set  forth in the
               financial  statements  referred to in clause 11.1(f)(i) and (ii);
               and

         (d)   CONTRACTUAL COMMITMENTS
               -----------------------

               since the  unaudited  consolidated  accounts of the Group for the
               year ended 31st  December  1998, no dividends (in cash or specie)
               of the  Borrower  or any  other  rights  or  benefits  have  been
               declared, made or paid by the Borrower and no member of the Group
               has  entered  into  any  contractual  commitments  of a  material
               nature,  (other than (i) the Principal  Agreements,  (ii) for the
               purpose  of  the  Project,   or  (iii)  contractual   commitments
               constituting Permitted Borrowings or Permitted Encumbrances).

11.4     REPETITION
         ----------

         The  representations and warranties in (i) clause 11.1 (so that (a) the
         representation  and  warranty  in  clause  11.1  (f)(i)  shall for this
         purpose  refer  to  the  then  latest  audited  consolidated  financial
         statements of each of UTH and its  Subsidiaries and commencing with the
         financial  year ending 31st  December,  1999, the Group verified by the
         auditors  to  each  of UTH  and its  Subsidiaries  and  the  Group  and
         delivered to the Agent under clause 12.1,  (b) the  representation  and
         warranty in clause 11.1  (f)(ii)  shall for this  purpose  refer to the
         then latest Quarterly  Management Accounts delivered to the Agent under
         clause 12.1, (c) the  representation  and warranty  contained in clause
         11.1 (f)(iii) shall for this purpose refer to the then latest  combined
         financial  projections  of the  Group  and the  then  latest  operating
         statistics  projections  and shall  not  include  a  representation  or
         warranty as to the Management Base Case) shall be deemed to be repeated

                                       56
<PAGE>

         by the  Obligors  on and as of each  Drawdown  Date and  each  Interest
         Payment  Date,  (ii)  clause 11.2 shall be deemed to be repeated by the
         Obligors on and as of each  Drawdown  Date if,  taking into account any
         repayment  made on such Drawdown  Date,  the Loan  increases as if made
         with  reference  to the facts and  circumstances  existing on each such
         date. In the case of an Obligor which becomes a party to this Agreement
         after the date hereof the representations and warranties in clause 11.1
         (amended  as set out above)  and  clause  11.2  (where  applicable,  in
         respect of itself only),  shall be deemed to be made by that Obligor on
         the date that it executes a  Guarantor's  Deed of  Accession as if made
         with reference to the facts and circumstances existing on such day.

                                       57

<PAGE>


12.      UNDERTAKINGS
         ------------

12.1     POSITIVE COVENANTS
         ------------------

         Each  Obligor  in  respect  of  itself  and its  Material  Subsidiaries
         undertakes with each of the Secured Parties that, from the date of this
         Agreement  and so long as any moneys are owing under this  Agreement or
         remain available for drawing by the Borrower, it will:

         (a)   NOTICE OF DEFAULT ETC.
               ----------------------

               procure  that the Agent is  promptly  informed of (i) any Default
               and any potential  breach of any of the  undertakings  set out in
               clause 12 or 13 forthwith  upon  becoming  aware thereof and will
               from time to time,  if so requested by the Agent,  confirm to the
               Agent  in  writing  that,  save  as  otherwise   stated  in  such
               confirmation, no Default has occurred and is continuing, (ii) any
               lapse,  suspension or  termination of or refusal by any person to
               renew or extend any Necessary  Authorisation  of which it becomes
               aware or any breach of any Necessary  Authorisation  where in the
               case of a Necessary  Authorisation  from any person  other than a
               governmental or regulatory authority, any such lapse, suspension,
               termination,  refusal or breach would or is reasonably  likely to
               have a Material Adverse Effect, (iii) (to the extent known to any
               member of the  Group) the  commencement  of all  proceedings  and
               investigations by or before any governmental body and all actions
               and  proceedings in any court or before any arbitrator  where any
               such  proceedings,  investigations or actions would, if adversely
               determined,  have a Material Adverse Effect, (iv) any application
               of which it  becomes  aware for any other  licence  or  franchise
               agreement  by  means  of  cable  television   systems  (including
               satellite  master  antennae  television  systems and  multi-point
               microwave  distributions  systems)  with respect to the territory
               covered  by the  Registrations  where  any such  application,  if
               successful,  would or is  reasonably  likely  to have a  Material
               Adverse  Effect,  (v) any material  dispute  under any  Principal
               Agreement and (vi) any breach of any Telecommunications and Cable
               Laws by any  member of the  Group  which  would or is  reasonably
               likely to have a Material Adverse Effect;

         (b)   CONSENTS AND LICENCES
               ---------------------

               without  prejudice to clauses 3 and 11.1,  ensure that all action
               required to be taken by or in  relation  to any works  council in
               relation to the Finance  Documents is taken promptly and, for the
               avoidance  of  doubt,  excluding  such  consents,   licences  and
               registrations  required for the  construction,  installation  and
               operation of the Cable  Systems,  obtain or cause to be obtained,
               maintain  in full force and  effect  and  comply in all  material
               respects with the  conditions and  restrictions  (if any) imposed
               in, or in connection with, every consent, authorisation, licence,

                                       58
<PAGE>

               registration  or approval  of  governmental  or public  bodies or
               authorities or courts and do, or cause to be done, all other acts
               and  things  which  may  from  time to time  be  necessary  under
               applicable  law  for the  continued  due  performance  of all its
               obligations under this Agreement and the Security Documents;

         (c)   USE OF PROCEEDS
               ---------------

               use the proceeds of drawings under this Agreement exclusively for
               the purposes specified in clause 1.1;

         (d)   PARI PASSU
               ----------

               ensure that its obligations  under this Agreement shall,  without
               prejudice  to the  provisions  of clause 12.2 or to the  security
               intended to be created pursuant to the Security Documents, at all
               times  rank at least pan passu  with all its  other  present  and
               future  unsecured  and   unsubordinated   Indebtedness  with  the
               exception of any obligations  which are mandatorily  preferred by
               law and not by contract;

         (e)   BUSINESS
               --------

               engage solely in the Project  and/or in the business of acting as
               the holding company of its Subsidiaries  (which shall include the
               raising  of  Permitted  Borrowings  and  the  on-lending  of such
               Borrowed  Money  to  its  Subsidiaries  in  accordance  with  the
               provisions  of this  Agreement  and  the  entry  into of  hedging
               arrangements on behalf of its Subsidiaries);

         (f)   FINANCIAL STATEMENTS
               --------------------

               prepare:

               (i)  annual audited:

                              (A)  consolidated   financial  statements  of  UTH
                         and its Subsidiaries; and

                              (B)  commencing  with the  financial  year  ending
                         31st  December,  1999,  consolidated  financial  state-
                         ments of the Group,

                    each in  accordance  with  GAAP  and  cause  such  financial
                    statements  to be reported on by its auditors and deliver to
                    the Agent sufficient  copies of the same for distribution to
                    all of the Banks as soon as  practicable  but not later than
                    120 days after the end of the  financial  year to which they
                    relate; and

               (ii) semi-annual unaudited  consolidated  financial statements of
                    the  Group (on the same  basis as that  used for the  annual
                    financial  statements  referred to in (i) above) and deliver
                    to the Agent sufficient  copies of the same for distribution

                                       59
<PAGE>

                    to all of the  Banks as soon as  practicable  but not  later
                    than 60 days after the end of the Six Month  Period to which
                    they relate.

               Each  set of  consolidated  financial  information  or  financial
               statements of the Group delivered pursuant to this clause 12.1(f)
               shall be  accompanied  by a calculation  in reasonable  detail of
               Consolidated EBITDA for the Group;

         (g)   QUARTERLY MANAGEMENT ACCOUNTS
               -----------------------------

               in respect of each Quarterly Period commencing with the Quarterly
               Period ending 30th December 1998, prepare unaudited  consolidated
               Quarterly Management Accounts for the Group and deliver a copy of
               the same to the  Agent  for  distribution  to all of the Banks as
               soon  as  practicable  but not  later  than  60  days  after  the
               Quarterly Period to which they relate;

         (h)   MONTHLY INFORMATION
               -------------------

               in respect of each  calendar  month  commencing  with March 1999,
               prepare  consolidated  Monthly  Information  for  the  Group  and
               deliver a copy of the same to the Agent for  distribution  to all
               the Banks as soon as practicable but not later than 30 days after
               the month to which they relate.

         (i)   DELIVERY OF REPORTS
               -------------------

               deliver to the Agent, for distribution to the Banks, in each case
               at the time of issue  thereof  or (in the case of the  Compliance
               Certificates referred to in (ii) below) together with the audited
               financial  statements  prepared in respect of each financial year
               (in the case of a Compliance Certificate from the auditors of the
               Group) or Quarterly  Management  Accounts  prepared in respect of
               each  Quarterly  Period (in the case of a Compliance  Certificate
               from an Authorised  Officer) delivered pursuant to clause 12.1(g)
               in  respect  of the  financial  period to which  such  Compliance
               Certificate relates:

               (i)  every material document issued by the Borrower or any of its
                    Subsidiaries to its creditors generally;

              (ii)  a Compliance  Certificate  from the auditors of the Group in
                    respect of each financial year and an Authorised  Officer of
                    the Borrower in respect of each Quarterly Period;

             (iii)  an Annual  Budget for each  financial  year for the Group no
                    later than the last day of the preceding financial year; and

              (iv)  no later  than 30th  June in each  year,  revised  financial
                    projections and revised operating statistics  projections in
                    relation   to  the  Group   containing   information   of  a

                                       60
<PAGE>

                    substantially  similar type and to a  substantially  similar
                    level of detail as the base case financial  projections  and
                    operating statistics projections contained in the Management
                    Base Case,  such  projections to extend to at least the 31st
                    December 2008 and to contain  details of the  assumptions on
                    the basis of which such  projections  have been prepared and
                    an explanation of any  discrepancies  from the most recently
                    delivered   financial   projections   and   projections  for
                    operating  statistics  delivered  under  this  sub-paragraph
                    (i)(iv)  (or,  in the  case  of  the  first  such  financial
                    projections,  from the base case  financial  projections  or
                    operating  statistics  projections  (as  the  case  may  be)
                    contained in the Management Base Case)

         (j)   CHANGE IN BASIS OF ACCOUNTS
               ---------------------------

               (in  the  case  of  the  Borrower)   ensure  that  all  financial
               statements   delivered  under  clause  12.1(f)  are  prepared  in
               accordance  with  GAAP  and in  accordance  with  the  accounting
               principles and practices used in the preparation of the financial
               statements referred to in clause 11.1(g) and the 1999 Budget (the
               "ORIGINAL  Basis")   consistently  applied  in  respect  of  each
               financial  year unless to do so would be  inconsistent  with then
               current GAAP (the "NEW BASIS").  If the  preparation of financial
               statements  on the  Original  Basis is  contrary to the New Basis
               then the Borrower shall  promptly  notify the Agent in writing of
               the  relevant  change and (at the option of the  Borrower)  shall
               either (1)  prepare and  deliver to the Agent  audited  financial
               statements on both the Original Basis and the New Basis (or shall
               prepare and deliver  financial  statements  on the New Basis only
               but shall also  prepare  and  deliver  an audited  reconciliation
               statement   (a   "RECONCILIATION    STATEMENT")   showing   those
               adjustments   necessary  in  order  to  reconcile  the  financial
               statements  produced on the New Basis to the  Original  Basis) or
               (2) request the Agent to enter into good faith  negotiations  for
               such  amendments  (if  any)  as are  necessary  to the  covenants
               contained  in  clause  13.1  and  any  other  provisions  of this
               Agreement  affected by such change, in which event the Agent will
               enter  into  such  negotiations  for a period of not more than 28
               days. If agreement is reached  between the Borrower and the Agent
               (acting on the  instructions  of the Majority  Banks) within such
               period as to the amendment of any such  covenants or  provisions,
               then the parties  hereto will enter into such  documentation  and
               take such other steps as are required to put such amendments into
               effect  following  which the  Borrower  shall  then be obliged to
               produce  financial  statements  on the New Basis only. If no such
               agreement  is  reached  then the  Borrower  shall be  obliged  to
               prepare and deliver  financial  statements  on both the  Original
               Basis and the New Basis (or shall  prepare  and  deliver  audited
               financial   statements  on  the  New  Basis   accompanied   by  a
               Reconciliation Statement).

                                       61
<PAGE>


               Where the Borrower is under an  obligation  to deliver  financial
               statements  under clause  12.1(f) on both the Original  Basis and
               the  New  Basis  (or  on  the  New  Basis  but  accompanied  by a
               Reconciliation  Statement),  Monthly  Information  and  Quarterly
               Management  Accounts  shall also be delivered on both bases or on
               the New Basis but accompanied by a Reconciliation Statement.

               All financial statements,  Quarterly Management Accounts, Monthly
               Information and Reconciliation  Statements  delivered pursuant to
               this clause 12.1 (j) shall be delivered  within the relevant time
               period set out in clause 12.1.

               The provisions of this clause 12.1 (j) shall also apply,  mutatis
               mutandis,  to the  preparation  and delivery of the Annual Budget
               under clause 12.1 (i)(iii) and the revised financial  projections
               under clause 12.1 (i)(iv).

         (k)   FINANCIAL YEAR END
               ------------------

               maintain a financial  year end of 31 December  for each member of
               the Group save with the prior  written  consent  of the  Majority
               Banks;

         (l)   AUTHORISED OFFICERS
               -------------------

               ensure  that  any  new  or  replacement  Authorised  Officer  has
               provided the Agent with evidence  satisfactory  to it of such new
               officer(s)' authority and a specimen of his or their signature(s)
               prior to signing any Compliance  Certificates,  Drawdown Notices,
               or any other notices,  requests or  confirmations  referred to in
               this Agreement or relating to the Facilities;

         (m)   AUDITORS
               --------

               ensure that Arthur  Andersen & Co. is appointed as auditor of the
               Borrower  and  each  of its  Subsidiaries  and  not  change  such
               appointment   without  appointing  a  major  accounting  firm  of
               recognised international standing and repute;

         (n)   PROVISION OF FURTHER INFORMATION
               --------------------------------

               provide  the Agent  with a copy of (i) each  Principal  Agreement
               entered  into  after  the  date of this  Agreement  and  (ii) any
               material  report,  notice or other  communication  relating to or
               alteration   of   the   Principal   Agreements,   the   Necessary
               Authorisations   and  such   financial   and  other   information
               concerning each member of the Group and their respective  affairs
               as the Agent or any Bank (acting through the Agent) may from time
               to time reasonably request;

         (o)   INSURANCE
               ---------


                                       62
<PAGE>


               maintain  insurance  cover of a type and  level  which a  prudent
               company in the same business would effect;

         (p)   INSPECTION
               ----------

               if  required  by the Agent  (acting  on the  instructions  of the
               Majority  Banks),  at any time  whilst a Default  is  continuing,
               permit, to the extent it is able to do so, representatives of the
               Agent or any of the Banks upon reasonable prior written notice to
               the  Borrower  or its  relevant  Subsidiary,  after  having  made
               arrangements with the Borrower so to do and after entering into a
               confidentiality   undertaking  if  reasonably   required  by  the
               Borrower  (a) visit and inspect the  properties  of any member of
               the Group  during  normal  business  hours,  (b) inspect and make
               extracts  from and  copies of its books and  records  other  than
               records  which the relevant  member of the Group is prohibited by
               law from disclosing to the Agent and/or any relevant Bank and (c)
               discuss with its  principal  officers and auditors its  business,
               assets,  liabilities,  financial position,  results of operations
               and business prospects provided that any such discussion with the
               auditors  shall only be on the basis of the  audited  accounts of
               the Group and Compliance Certificates issued by the auditors;

         (q)   COMPLIANCE WITH LAWS AND REGULATIONS
               ------------------------------------

               comply  with the  terms  and  conditions  of all laws  (including
               Telecommunications    and   Cable   Laws   and   the    Necessary
               Authorisations),    regulations,    agreements,    licences   and
               concessions including, without limitation, all Environmental Laws
               and  all   Environmental   Licences  if  the  failure  to  comply
               therewith,  would or is reasonably  likely, in the opinion of the
               Agent acting reasonably, to have a Material Adverse Effect;

         (r)   TAXES
               -----

               file or cause to be filed all tax returns required to be filed in
               all  jurisdictions in which it is situated or carries on business
               or is otherwise  subject to Taxation and will pay all Taxes shown
               to be due and  payable on such  returns or any  assessments  made
               against it within the period  stipulated  for such payment (other
               than those being contested in good faith);



                                       63
<PAGE>


         (s)   COST CAPITALISATION POLICY
               --------------------------

               maintain a cost  capitalisation  policy  consistent with the cost
               capitalisation  policy used in the  preparation  of the financial
               statements  referred  to in clause 11.1 (f)(i) or such other cost
               capitalisation  policy as may be approved by the Agent (acting on
               the  instructions of the Majority Banks) and the Borrower,  after
               consultation with its auditors, from time to time;

         (t)   AGREED HEDGING PROGRAMME
               ------------------------

               as from the date falling 60 days after the date of this Agreement
               maintain  interest rate  protection  arrangements  with a Bank in
               respect  of 50 per cent.  of the  Loan.  Any such  interest  rate
               protection  arrangements  shall be for an  initial  period  of at
               least 3 years and interest rate protection arrangement in respect
               of 50 per cent.  of the Loan must extend for a period of at least
               one year at all times;

         (u)   REGISTRATIONS AND NECESSARY AUTHORISATIONS
               ------------------------------------------

               obtain or cause to be  obtained,  every  consent,  authorisation,
               licence or approval of or  registration  with or declaration  to,
               governmental  or public  bodies or  authorities  or courts in any
               Relevant    Jurisdiction    necessary   for   the   construction,
               installation  or  operation  of  the  Cable  Systems  (including,
               without limitation,  the Necessary Authorisations) and (A) ensure
               that  none of the  same (to the  extent  that it is  required  to
               enable  any  member  of the  Group to carry on its  business)  is
               revoked, cancelled, suspended, withdrawn, terminated, expires and
               is not renewed or otherwise ceases to be in full force and effect
               without a new one having first been put in place with a member of
               the  Group  on  substantially  identical  terms,  on  terms  more
               beneficial to the Group or on terms then required by the relevant
               governmental or public body or authority or court in the Relevant
               Jurisdiction  and (B) ensure that none of the same is modified in
               any  respect  (other  than  modifications  of the  same  so  that
               following such  modification the same is on terms more beneficial
               to the Group or required by the relevant  governmental  or public
               body or authority or court in the Relevant Jurisdiction) and that
               no member of the Group  commits any default in the  observance of
               the  conditions  or  restrictions  (if  any)  imposed  in,  or in
               connection with, any of the same which, in the case of any of the
               events listed in this subparagraph (B), in the reasonable opinion
               of the Majority  Banks,  would or is reasonably  likely to have a
               Material Adverse Effect;

         (v)   CHARGED ACCOUNTS
               ----------------

               promptly pay, or cause to be paid,  the monies  received or to be
               received constituting the Earnings into the Charged Accounts;


                                       64
<PAGE>

         (w)   SUBORDINATION OF LOANS FROM SUBORDINATED CREDITOR
               -------------------------------------------------

               procure  that prior to any  Relevant  Person  making any Borrowed
               Money (other than Permitted  Payments) available to any member of
               the Group,  such Relevant Person shall enter into a Subordination
               Deed on terms  and  conditions  satisfactory  to the  Agent and a
               Security Provider's Deed of Accession and provides the Agent with
               such  documents and evidence as it may  reasonably  require as to
               the power and authority of the Relevant Person to enter into such
               Subordination Deed and Security  Provider's Deed of Accession and
               that the same constitute valid and legally binding obligations of
               such Relevant  Person  enforceable in accordance with their terms
               subject to substantially similar  qualifications to those made in
               the legal opinions referred to in schedule 3;

         (x)   MORTGAGE DEED
               -------------

               enter into a Mortgage Deed, on terms and conditions  satisfactory
               to the Agent, in respect of any individual immoveable asset which
               has a book  value or  purchase  price in excess of  euro5,000,000
               (other than a Headend)  acquired after the date of this Agreement
               and provide the Agent with such  documents and evidence as it may
               reasonably  require as to the power and authority of the relevant
               member of the Charging Group to enter into such Mortgage Deed and
               that the same constitute valid and legally binding obligations of
               such member of the Charging  Group and ensure that the  aggregate
               book value or purchase price of all assets which are properly not
               the  subject of a Mortgage  Deed or a  Moveables  Pledge does not
               exceed eurol2,500,000 (in aggregate); and

         (y)   UPC FUNDING UNDERTAKING
               -----------------------

               in the case of the Borrower  only, if in respect of any Quarterly
               Period  falling  during  1999  and  2000  the  actual   financial
               performance of the Group  indicates that the Borrower will not be
               able to fund its  operating or capital  expenditure  requirements
               for the  relevant  Quarterly  Period  through  the results of its
               operations,  Advances,  Utilisations or otherwise, make demand on
               UPC to  fund  the  shortfall  prior  to the  end of the  relevant
               Quarterly   Period  by   making   the   Additional   Subordinated
               Shareholder  Loan and to borrow any such  Additional  Shareholder
               Loan.

12.2     NEGATIVE COVENANTS
         ------------------

         Each  Obligor  in  respect  of  itself  and its  Material  Subsidiaries
         undertakes with each of the Secured Parties that, from the date of this
         Agreement  and so long as any moneys are owing under this  Agreement or
         remain available for drawing by the Borrower, without the prior written
         consent of the Agent acting on the instructions of the Majority Banks:


                                       65
<PAGE>

         (a)   NEGATIVE PLEDGE
               ---------------

               save for Encumbrances created by the Security Documents,  it will
               not   permit   any   Encumbrance   (other   than  the   Permitted
               Encumbrances) by any member of the Group to subsist,  arise or be
               created  or  extended  over all or any  part of their  respective
               present or future  undertakings,  assets,  rights or  revenues to
               secure or prefer any present or future Indebtedness of any member
               of the Group or any other person;

         (b)   NO MERGER

               it will not merge or consolidate with any other company or person
               and it will  procure  that  no  member  of the  Group  merges  or
               consolidates  with any other  company or person  save for mergers
               between  any  members  of the Group  with any or all of the other
               members  of the  Group  ("ORIGINAL  ENTITIES")  into  one or more
               entities (each a "MERGED ENTITY") provided that:

               (i)  reasonable  details  of the  proposed  merger  in  order  to
                    demonstrate  satisfaction  with paragraphs (ii) to (v) below
                    are provided to the Agent at least 10 days before the merger
                    is to be entered into;

              (ii)  such  Merged  Entity  is a member of the Group and is liable
                    for  the  obligations  of  the  relevant  Original  Entities
                    (including  the  obligations  under this  Agreement  and the
                    Security  Documents)  which  remain  unaffected  thereby and
                    entitled to the  benefit of all the rights of such  Original
                    Entities;

             (iii)  such Merged Entity has entered into Security Documents which
                    provide  security  over  the  same  assets  of at  least  an
                    equivalent  nature and ranking to the  security  provided by
                    the  relevant  Original  Entities  pursuant to any  Security
                    Documents  entered into by them and any  possibility  of the
                    Security   Documents   referred  to  in  this  paragraph  or
                    paragraph  (iv) below being  challenged  or set aside is not
                    greater  than  any  such  possibility  in  relation  to  the
                    Security  Documents  entered  into by or in  respect  of the
                    share capital of any relevant Original Entity;

              (iv)  (if  all or any  part  of the  share  capital  of any of the
                    relevant   Original  Entities  was  charged  pursuant  to  a
                    Security  Document) the equivalent  part of the issued share
                    capital  of such  Merged  Entity is  charged  pursuant  to a
                    Security  Document on terms of at least an equivalent nature
                    and equivalent  ranking as any Security Document relating to
                    the shares in each relevant Original Entity; and

               (v)  that all the  property  and  other  assets  of the  relevant
                    Original  Entities are vested in the Merged  Entity and that

                                       66
<PAGE>

                    the Merged Entity has assumed all the rights and obligations
                    of  the  relevant  Original  Entities  under  the  Principal
                    Agreements and all material Necessary Authorisations;

         (c)   DISPOSALS
               ---------

               it will not and will  procure  that no other  member of the Group
               will sell,  transfer,  lend or  otherwise  dispose of or cease to
               exercise  direct  control  over any part of its present or future
               undertaking,  assets,  rights  or  revenues  whether  by one or a
               series of transactions  related or not (other than (i) transfers,
               sales or disposals  on arms' length terms in the ordinary  course
               of trading for full consideration;  and (ii) transfers,  sales or
               disposals  by the Borrower or a Charging  Subsidiary  from or, as
               the case may be, to another Charging Subsidiary provided that, if
               the relevant asset or revenues are charged to the Secured Parties
               pursuant to a Security Document,  the relevant assets or revenues
               remain at all times charged to the Secured Parties  pursuant to a
               Security  Document to the same  extent  they were  charged by the
               transferring entity);

         (d)   INTRA-GROUP ACCOUNTS
               --------------------

               (without limiting the generality of and subject to the exceptions
               set out in clause  12.2(c))  it will not  subordinate,  postpone,
               defer,   assign  or  otherwise  dispose  of  or  deal  with,  any
               Indebtedness  owing to it by any  member  of the  Group  and will
               procure that no member of the Group will  subordinate,  postpone,
               defer,   assign  or  otherwise  dispose  of  or  deal  with,  any
               Indebtedness owing to it by any other member of the Group save as
               required  pursuant  to  this  Agreement  for the  benefit  of the
               Secured Parties;

         (e)   LOANS AND GUARANTEES
               --------------------

               it will not,  and will  procure that no member of the Group will,
               make any loans,  grant any credit or give any guarantee to or for
               the benefit of, or enter into any  transaction  having the effect
               of lending  money with,  any person  other than (i) to or for the
               benefit of another  member of the  Charging  Group,  (ii)  normal
               trade credit in the ordinary course of day to day trading,  (iii)
               as  permitted by clause  12.2(f),  (iv) loans to employees of the
               Borrower up to an aggregate  amount of not more than  euro100,000
               outstanding  at any  time  and (v) to the  extent  that  the same
               constitute Permitted Payments;

         (f)   BORROWED MONEY
               --------------

               it will not and will  procure  that the  Group  will not  create,
               incur or otherwise  permit to be  outstanding  any Borrowed Money
               (other than Permitted Borrowings);


                                       67
<PAGE>


         (g)   ISSUE OF SHARES
               ---------------

               (i) the Borrower  will not and will procure that no member of the
               Group  (other than in respect of such other  members of the Group
               in  order to  permit a  solvent  reorganisation  permitted  under
               clause  12.2(b))  reduce its  capital or  purchase  or redeem any
               class of its shares or any other ownership in it and (ii) it will
               not and will procure that no member of the Charging  Group issues
               any  shares of any class  save  that any  member of the  Charging
               Group may issue shares to or otherwise acquire  additional rights
               from  any  other  member  of the  Charging  Group so long as such
               shares are  charged or pledged in favour of the  Secured  Parties
               pursuant  to the  terms of a  Security  Document  and  there  are
               delivered  at the same time to the  Security  Agent the  relevant
               share  certificates and blank stock transfer forms (or equivalent
               documents) in respect thereof  together with such other documents
               and evidence and legal opinions as the Agent may require;

         (h)  INVESTMENTS

               it will not and will procure that no member of the Group:

               (i)  makes any loan or advance to, or enters into any transaction
                    having the effect of lending  money with,  any person (other
                    than a member of the Charging Group); or

              (ii)  acquires  for  a  consideration   any  document   evidencing
                    Indebtedness,  capital  stock  or  other  securities  of any
                    person; or

             (iii)  acquires all or any substantial part of the assets, property
                    or  business  of  any  other   person  or  any  assets  that
                    constitute a division or  operating  unit of the business of
                    any other person; or

               (iv) creates or acquires any Subsidiary or Associated  Company or
                    otherwise  enters  into any  joint  venture  arrangement  or
                    partnership  or similar  undertaking  with any person

               other than (i) (in each case) Permitted Acquisitions and (ii) (in
               the case of (ii),  (iii)  and  (iv))  members  of the  Group  may
               undertake  such  transactions  referred  to  provided  that  such
               investment  is in the  nature of the  business  carried on by the
               Group and the  aggregate  consideration  in money or monies worth
               paid or payable in  respect  of such  investment  does not exceed
               euro10,000,000  (or its equivalent) and (iii) (in the case of (i)
               and (ii))  members of the Group may undertake  such  transactions
               referred to in sub-clauses (i)-(v) of clauses 12.2(e);

         (i)   CAPITAL EXPENDITURE
               -------------------

               it will not and will  procure  that no member of the Group incurs
               any capital expenditure other than in relation to the Project;

                                       68
<PAGE>


         (j)   SWAPS AND HEDGING
               -----------------

               it will not and will  procure  that no member of the Group enters
               into  any  interest  rate or  currency  swaps  or  other  hedging
               arrangements  other than  non-speculative  arrangements  directly
               relating to the risk  management of any Borrowed Money  permitted
               to subsist by the terms of this Agreement and entered into in the
               ordinary  course of the business  for the genuine  hedging of the
               relevant underlying transaction;

         (k)   RESTRICTED PAYMENTS
               -------------------

               it will not and will  procure  that no member of the Group  makes
               any Restricted Payments other than Permitted Payments; and

         (l)   CONSTITUTIVE DOCUMENTS
               ----------------------

               it will not,  and will  procure that none of members of the Group
               amends its  constitutive  documents  in any way which would or is
               reasonably  likely  to  adversely  affect  (in  terms  of  value,
               enforceability  or otherwise) the charge or pledge granted to the
               Secured Parties pursuant to the Share Securities.

                                       69

<PAGE>


13.      FINANCIAL COVENANTS
         -------------------

13.1     FINANCIAL COVENANTS
         -------------------

         The Borrower undertakes with each of the Secured Parties that, from the
         date of this  Agreement  and so long as any moneys are owing under this
         Agreement or any of the Commitments remain outstanding,  it will ensure
         that:

         (a)   MAXIMUM SENIOR DEBT ANNUALISED CONSOLIDATED EBITDA
               --------------------------------------------------

               on each  Quarter Day falling  within the period set out in column
               (1) below the ratio of  Senior  Debt to  Annualised  Consolidated
               EBITDA  (calculated  on each  Quarter Day by reference to the Six
               Month Period  ending on such day) shall not exceed the number set
               out against such period in column (2) below:
<TABLE>
<CAPTION>
               ------------------------------------------------------ ------------------------------
                                        (1)                                        (2)
                                      Period                                      Ratio
               ------------------------------------------------------ ------------------------------
               <S>                                                                  <C>
               from the date of this  Agreement  to (and  including)                7.75
               31st December, 2001
               ------------------------------------------------------ ------------------------------
               from  (and   including)  1st  January,   2002  to(and                6.0
               including) 31st December 2002
               ------------------------------------------------------ ------------------------------
               from  (and  including)  1st  January,  2003  to  (and                5.0
               including) 31st December, 2003
               ------------------------------------------------------ ------------------------------
               from (and including) 1st January, 2004 and thereafter                4.0
               ------------------------------------------------------ ------------------------------
</TABLE>


         (b)   ANNUALISED CONSOLIDATED EBITDA
               ------------------------------

               to ensure that on each Quarter Day Annualised Consolidated EBITDA
               before  Management  Fees  (calculated  on  each  Quarter  Day  by
               reference  to the Six Month  Period  ending on such  date)  shall
               exceed 85 per cent.  of twice the base case  Consolidated  EBITDA
               before  Management  Fees for such Six Month  Period  shown in the
               Management Base Case;

         (c)   SENIOR DEBT CASH INTEREST CHARGES
               ---------------------------------
 
               to ensure that on each Quarter Date falling within the period set
               out in column  (1) below  the  ratio of  Annualised  Consolidated
               EBITDA  (calculated  on each  Quarter Day by reference to the Six
               Month  Period  ending on such day) to the  amount of Senior  Debt
               Cash Interest Charges  attributable to the 12 month period ending
               on such  Quarter  Date shall be  greater  than the number set out
               against such period in column (2) below:

                                       70
<PAGE>
<TABLE>
<CAPTION>

               ------------------------------------------------------ ------------------------------
                                        (1)                                        (2)
                                      Period                                      Ratio
               ------------------------------------------------------ ------------------------------
               <S>                                                                  <C>
               from the  date of this  Agreement  to (and  including                2:1
               31st December, 2001)
               ------------------------------------------------------ ------------------------------
               1st January, 2002 and thereafter                                     3:1
               ------------------------------------------------------ ------------------------------
</TABLE>

         (d)   SENIOR DEBT SERVICE COVER
               -------------------------

               to ensure that on each Quarter Day falling  within the period set
               out in column  (1) below  the  ratio of  Annualised  Consolidated
               EBITDA  (calculated  on each  Quarter Day by reference to the Six
               Month Period ending on such day) to Pro Forma Senior Debt Service
               in respect of the period of twelve months  immediately  following
               such Quarter Day shall be greater than the number set out against
               such period in column (2) below:
<TABLE>
<CAPTION>
               ------------------------------------------------------ ------------------------------
                                        (1)                                        (2)
                                      Period                                      Ratio
               ------------------------------------------------------ ------------------------------
               <S>                                                                  <C>
               from  (and   including)  1  January,   2002  to  (and                1.1:1
               including) 31st December, 2002
               ------------------------------------------------------ ------------------------------
               from  (and   including)  1st  January,   2003  to(and                1.1:1
               including) 31st December 2003
               ------------------------------------------------------ ------------------------------
               from  (and  including)  1st  January,  2004  to  (and                1.4:1
               including) 31st December, 2004
               ------------------------------------------------------ ------------------------------
               from  (and  including)  1st  January,  2005  to  (and                1.6:1
               including) 31st December, 2005
               ------------------------------------------------------ ------------------------------
               from  (and  including)  1st  January,  2006  to  (and                1.7:1
               including) 31st December, 2006
               ------------------------------------------------------ ------------------------------
               from (and including) 1st January, 2007 and thereafter                2.0:1
               ------------------------------------------------------ ------------------------------
</TABLE>

13.2     AUDITORS CERTIFICATE
         --------------------

         If at any time the Majority  Banks  (acting  reasonably  and  following
         consultation with the Borrower) do not consider that any figure set out
         in any  Compliance  Certificate  issued by any  Authorised  Officer  is
         correct,  they  shall  be  entitled  within  30 days of the date of the
         delivery of such Compliance Certificate to the Agent pursuant to clause
         12.1 to call for a certificate from the Borrower's  auditors as to such

                                       71
<PAGE>

         figure.  For  such  purposes  the  Borrower's  auditors  shall  act  as
         independent  experts  and not as  arbiters  and every such  certificate
         shall be  addressed to the Agent (on behalf of the Banks) and be at the
         expense of the  Borrower  (unless  the  certificate  so provided by the
         Borrower's  auditors  shows that the  relevant  figures  set out in the
         Compliance   Certificate  are  in  fact  correct  in  which  case  such
         certificate  shall be at the expense of the Banks).  The Majority Banks
         may only call for one such certificate in any financial year unless the
         relevant  figures  set out in the  Compliance  Certificate  are in fact
         incorrect  in which  case the  Majority  Banks may call for up to three
         further such certificates in such financial year,  provided that if; in
         any  of  such  certificates,  the  relevant  figures  set  out  in  the
         Compliance Certificate are certified as being in fact correct, then the
         Majority  Banks  may not  call for such  further  certificates  in such
         financial  year. If the Majority Banks call for such a certificate  all
         calculations  under this Agreement by reference to the relevant  figure
         shall  (i)  until  the   Borrower's   auditors   deliver  the  relevant
         certificate  under this clause 13.2 be made by  reference to the figure
         set out in the relevant Compliance  Certificate  delivered to the Agent
         under this  Agreement and (ii) following the delivery by the Borrower's
         auditors of a  certificate  under this clause 13.2 be made by reference
         to such certificate and the Borrower  undertakes  forthwith to take all
         action including,  without limitation, the prepayment of all or part of
         the Loan so as to  procure  that all  action  taken on the basis of the
         relevant  Compliance  Certificate  which on the basis of such auditors'
         certificate would not have been permitted is reversed.



                                       72

<PAGE>


14.      EVENTS OF DEFAULT
         -----------------

14.1     EVENTS OF DEFAULT
         -----------------

         Each of the  events  and  circumstances  set out  below  is an Event of
         Default  (whether or not caused by any reason  outside the control of a
         member of the Group):

         (a)   NON-PAYMENT
               -----------

               the  Borrower  fails to pay any  principal  sum due from it under
               this  Agreement  in the  currency,  at the time and in the manner
               stipulated in this Agreement,  or any other sum due from it under
               this  Agreement  within three Banking Days of the due date in the
               currency and in the manner stipulated in this Agreement; or

          (b)  BREACH OF CERTAIN OBLIGATIONS
               -----------------------------

               any Obligor  commits any breach of or omits to observe any of the
               obligations or  undertakings  expressed to be assumed by it under
               clauses 12.1(c),  (d), (e), (f), (g), (h), (i)(ii),  (k) and (y),
               clause 12.2(a),  (b), (c),  (f),(g),  (h), (i) and (k) and clause
               13; or

          (c)  BREACH OF OTHER OBLIGATIONS
               ---------------------------

               the  Shareholder or any Obligor commits any breach of or omits to
               observe any of the  obligations or  undertakings  expressed to be
               assumed  by it under this  Agreement  or the  Security  Documents
               (other than  failure to pay any sum when due or any breach of the
               undertakings  referred  to in (b) above)  and,  in respect of any
               such breach or omission  which is capable of remedy,  such action
               as the Agent may require shall not have been taken within 21 days
               of the Agent  notifying the  Shareholder or the relevant  Obligor
               (as the case may be) of such default and of such required action;
               or

          (d)  MISREPRESENTATION
               -----------------

               any  representation  or  warranty  made or  deemed  to be made or
               repeated  by or in respect of the  Shareholder  or any Obligor or
               any other member of the Group in or pursuant to this Agreement or
               the Security Documents or in any notice, certificate or statement
               referred to in or delivered  under this Agreement or the Security
               Documents is or proves to have been  incorrect or  misleading  in
               any  material   respect  and,  in  the  event  that  the  act  or
               circumstance  which led to such  representation or warranty being
               incorrect or misleading is capable of remedy,  such action as the
               Agent may require shall not have been taken within 21 days of the
               Agent notifying the person who made or was deemed to have made or
               repeated  such   representation   or  warranty  of  such  act  or
               circumstance and such required action; or


                                       73
<PAGE>

          (e)  CHALLENGE TO SECURITY
               ---------------------
    
               any  Security  Document is not or ceases to be  effective  or the
               Shareholder  or  any  member  of  the  Group  shall  in  any  way
               challenge,  or  proceedings  shall  in  any  way  be  brought  to
               challenge,  the  prior  status  of  the  charges  created  by the
               Security  Documents  or the  validity  or  enforceability  of the
               Security Documents; or

          (f)  CROSS-DEFAULT

               (i) any Borrowed  Money of UTH, the  Shareholder or any member of
               the Group  (other  than  Borrowed  Money made  available  to such
               person by any of its  Subsidiaries  or Holding  Companies) is not
               paid when due (or within any  applicable  grace period  expressly
               contained in the agreement relating to such Borrowed Money in its
               original   terms)  or  (ii)  any  Borrowed   Money  of  UTH,  the
               Shareholder or any member of the Group (other than Borrowed Money
               made  available  to such  person  by any of its  Subsidiaries  or
               Holding   Companies)   becomes   (whether   by   declaration   or
               automatically  in  accordance  with  the  relevant  agreement  or
               instrument  constituting  the same) due and payable  prior to the
               date  when it  would  otherwise  have  become  due or  (iii)  any
               creditor  of UTH,  the  Shareholder  or any  member  of the Group
               becomes  entitled  to declare  any  Borrowed  Money  (other  than
               Borrowed  Money  made  available  to  such  person  by any of its
               Subsidiaries or Holding Companies) of UTH, the Shareholder or any
               member  of the  Group  so due  and  payable  or to  require  cash
               collateralisation or security for any such Borrowed Money or (iv)
               any facility or commitment  available to UTH, the  Shareholder or
               any member of the Group  relating to Borrowed  Money  (other than
               facility or  commitment  made  available to such person by any of
               its Subsidiaries or Holding Companies) is withdrawn, suspended or
               cancelled  by reason of any default  (however  described)  of the
               company  concerned and the amount, or aggregate amount at any one
               time,  of all  Borrowed  Money  (other than  Borrowed  Money made
               available  to such person by any of its  Subsidiaries  or Holding
               Companies) in relation to which any of the  foregoing  events set
               out in (i),  (ii),  (iii)  or (iv)  shall  have  occurred  and be
               continuing  is  equal to or  greater  than  euro5,000,000  or its
               equivalent in the currency in which the same is  denominated  and
               payable; or

          (g)  DERIVATIVES CONTRACT DEFAULT
               ----------------------------

               UTH,  the  Shareholder  or any member of the Group  fails to make
               payment in relation to a Derivatives Contract of any sum equal to
               or greater  than  euro2,000,000  in aggregate at any one time (or
               its equivalent in the relevant  currency of payment) with respect
               to any member of the Group and  euro5,000,000 in aggregate at any
               one time (or its  equivalent  in the relevant  currency  payment)
               with respect to UTH or the Shareholder on its due date (or within

                                       74
<PAGE>

               any applicable grace period expressly  contained in the agreement
               relating to such  Derivatives  Contract in its original terms) or
               the  counterparty to a Derivatives  Contract  becomes entitled to
               terminate that Derivatives Contract early by reason of default on
               the part of UTH, the  Shareholder  or any member of the Group and
               the Net Derivatives  Liability of the  Shareholders or members of
               the Group, in the aggregate,  under all its Derivatives Contracts
               in  relation  to which any of the  foregoing  events  shall  have
               occurred  at the  relevant  time is equal to or greater  than the
               amount  set  forth  herein  for  the  applicable  entity  (or its
               equivalent in the relevant currency); or

          (h)  LEGAL PROCESS
               -------------

               (i)  any judgment or order for an amount of euro1,000,000 (or its
                    equivalent) or more made against UTH, the Shareholder or any
                    member of the Group is not  stayed,  complied  with or being
                    appealed  against in good faith by  appropriate  proceedings
                    (provided that such appeal is being  diligently  pursued and
                    the Borrower has  demonstrated  to the Agent by providing an
                    opinion  of  reputable   legal   advisers  in  the  relevant
                    jurisdiction   to  the  effect  that  the  appeal  has  good
                    prospects of success) within 14 days; or

               (ii) a creditor  attaches or takes  possession of; or a distress,
                    execution,  sequestration  or other  process  is  levied  or
                    enforced upon or sued out against,  any material part of the
                    undertakings,   assets,  rights  or  revenues  of  UTH,  the
                    Shareholder or any member of the Group and is not discharged
                    within  14 days  save  where  UTH,  the  Shareholder  or the
                    relevant  member of the Group is, in good faith,  contesting
                    the relevant process by appropriate  proceedings  diligently
                    pursued  and the  Majority  Banks  are  satisfied  that  the
                    ability of the Group to comply  with its  obligations  under
                    the Finance  Documents  will not be materially and adversely
                    affected whilst such process is being so contested; or

          (i)  INSOLVENCY
               ----------

               UTH,  the  Shareholder  or any  member of the  Group is  declared
               bankrupt (in staat van faillissement  verklaard) or enters into a
               preliminary   or   definitive   moratorium   (in   voorlopige  of
               definitieve  surseance van betaling  gaan)  pursuant to the Dutch
               Bankruptcy Act (Faillissementswet); or

          (j)  REDUCTION OR LOSS OF CAPITAL

               a meeting is convened by the  Borrower for the purpose of passing
               any  resolution or agreeing to, or the Borrower  does,  purchase,
               reduce or redeem any of its share capital; or


                                       75
<PAGE>

          (k)  WINDING UP
               ----------

               any petition is presented and is not discharged within 14 days or
               other  step is taken  for the  purpose  of  winding  up UTH,  the
               Shareholder  or any  member of the Group  (not  being a  petition
               which UTH, the  Shareholder  or the relevant  member of the Group
               (as the case may be) can  demonstrate to the  satisfaction of the
               Agent, by providing an opinion of leading counsel to that effect,
               is  frivolous,  vexatious or an abuse of the process of the court
               or  relates  to a claim  to which  UTH,  the  Shareholder  or the
               relevant  member  of the  Group  (as the  case may be) has a good
               defence  and  which is being  vigorously  contested  by UTH,  the
               Shareholder or the relevant  member of the Group (as the case may
               be)) or an order is made or resolution  passed for the winding up
               of UTH, the Shareholder or any member of the Group or a notice is
               issued  convening  a meeting  for the purpose of passing any such
               resolution  other  than of a member of the Group  other  than the
               Borrower  in  relation  to,  or for the  purpose  of,  a  solvent
               reorganisation  (i)  permitted  under  clause  12.2(b) or (ii) on
               terms   previously   approved   by  the  Agent   (acting  on  the
               instructions of the Majority Banks); or

          (l)  COMPOSITIONS
               ------------

               any steps are  taken,  or  negotiations  commenced,  by UTH,  the
               Shareholder  or any  member  of  the  Group  or by  any of  their
               respective  creditors  with a  view  to  proposing  any  kind  of
               composition, compromise or arrangement involving such company and
               any of its creditors; or

          (m)  ANALOGOUS PROCEEDINGS
               ---------------------

               there occurs,  in relation to UTH, the  Shareholder or any member
               of the Group,  in any country or territory in which it carries on
               business or to the  jurisdiction  of whose courts any part of its
               assets is subject,  any event which  corresponds with, or have an
               effect  equivalent  or  similar  to,  any of those  mentioned  in
               clauses 14.1(h) to 14.1(n) (inclusive) or UTH, the Shareholder or
               any member of the Group otherwise  becomes  subject,  in any such
               country or  territory,  to the  operation  of any law relating to
               insolvency, bankruptcy or liquidation; or

          (n)  CESSATION OF BUSINESS
               ---------------------

               UTH, the  Shareholder or the Group (taken as a whole) suspends or
               ceases  or  threatens  to  suspend  or  cease  to  carry on their
               respective businesses; or

          (o)  SEIZURE
               -------

               all or a material  part of the  undertakings,  assets,  rights or
               revenues of; or shares or other ownership  interests in the Group

                                       76
<PAGE>

               (taken as a whole)  are  seized,  nationalised,  expropriated  or
               compulsorily   acquired  by  or  under  the   authority   of  any
               government; or

          (p)  PRINCIPAL AGREEMENTS AND UPC FUNDING UNDERTAKING
               ------------------------------------------------

               (i)  save as is required by any term of this  Agreement,  the UPC
                    Funding   Undertaking   or  any   Principal   Agreement   is
                    terminated,  suspended,  revoked or  cancelled  or otherwise
                    ceases to be in full force and effect  (unless,  in the case
                    of a Principal  Agreement only, services of a similar nature
                    to those provided  pursuant to such Principal  Agreement are
                    at all times  provided  to the Group on terms  which are not
                    materially  more onerous on the relevant member of the Group
                    or on the terms imposed by the mandatory requirements of any
                    regulatory  body and, in the case of a  Principal  Agreement
                    only, such termination, suspension, revocation, cancellation
                    or cessation (in the reasonable  opinion of the Agent) would
                    or is reasonably  likely to have a Material  Adverse Effect;
                    or

              (ii)  any  alteration  or variation is made to any term of the UPC
                    Funding Undertaking or any Principal Agreement which, in the
                    case  of  a  Principal   Agreement  only,   individually  or
                    cumulatively (in the reasonable  opinion of the Agent) would
                    or is reasonably  likely to have a Material  Adverse Effect;
                    or

             (iii)  any  party  breaches  any term of or  repudiates  any of its
                    obligations under any of the Principal Agreements or the UPC
                    Funding  Undertaking  where,  in  the  case  of a  Principal
                    Agreement  only,  such breach or repudiation (in the opinion
                    of the Agent  exercised  reasonably)  would or is reasonably
                    likely to have a Material Adverse Effect unless, in the case
                    of a breach of a  Principal  Agreement  by any person  other
                    than any member of the Group,  the relevant  services are at
                    all relevant  times provided to the  appropriate  members of
                    the Group on the basis set out in clause 14.1(p)(i); or

          (q)  UNLAWFULNESS
               ------------

               it becomes unlawful at any time for the Shareholder,  any Obligor
               or any  Subordinated  Creditor to perform any of their respective
               material   obligations  under  this  Agreement  or  the  Security
               Documents or any of the material  obligations of the Shareholder,
               any Obligor or any Subordinated  Creditor under this Agreement or
               the Security Documents becomes  unenforceable in any way or there
               ceases to be security over the relevant property or assets of the
               Shareholder  or the  relevant  Obligor as intended and created by
               the Security Documents; or

                                       77
<PAGE>


          (r)  ENVIRONMENTAL MATTERS
               ---------------------

               as a  result  of any  Environmental  Law  the  Agent,  the  Joint
               Arrangers,  the Security  Agent,  the Security Agent Guarantor or
               any of the Banks becomes subject to a material, in the opinion of
               the Agent,  obligation (actual or contingent,  in the case of any
               contingent  obligation,  being one which,  at the relevant  time,
               would be likely to  arise)  as a result of it  entering  into the
               Agreement or any of the Security  Documents  which was not caused
               by its negligence or wilful default; or

          (s)  REPUDIATION
               -----------

               the  Shareholder,   any  Obligor  or  any  Subordinated  Creditor
               repudiates this Agreement or any Security Document to which it is
               a party or does or causes or  permits to be done any act or thing
               evidencing an intention to repudiate  this  Agreement or any such
               Security Document; or

          (t)  SUBORDINATED CREDITORS
               ----------------------

               (i)  the Subordinated  Creditor commits any breach of or omits to
                    observe any of the obligations or undertakings  expressed to
                    be assumed by it under a  Subordination  Deed and in respect
                    of any such breach or omission  which, in the opinion of the
                    Agent  (acting on the  instructions  of the  Majority  Banks
                    (acting  reasonably))  is capable of remedy,  such action as
                    the Agent may  require  shall not have been taken  within 21
                    days  of  the  Agent  notifying  the  Subordinated  Creditor
                    thereof and of such required action; or

              (ii)  any  representation or warranty made or deemed to be made or
                    repeated by or in respect of the Subordinated Creditor in or
                    pursuant to any Subordination Deed is or proves to have been
                    incorrect or misleading in any material  respect on the date
                    on which it was made or deemed to be made or  repeated  and,
                    in the event that the act or circumstance  which led to such
                    representation  or warranty being incorrect or misleading is
                    capable  of  remedy,  such  action as the Agent may  require
                    shall  not  have  been  taken  within  21 days of the  Agent
                    notifying   the   Subordinated   Creditor  of  such  act  or
                    circumstance and such required action; or


             (iii)  the Subordinated  Creditor is not or ceases to be bound by a
                    Subordination Deed; or

              (iv)  any payment due from a member of the Group to a Subordinated
                    Creditor is not or ceases to be  subordinated to the amounts
                    owing under this  Agreement  other than any payment  that is
                    not required to be so subordinated according to the terms of
                    this Agreement or any other Finance Document; or


                                       78
<PAGE>


               (v)  any Subordinated  Creditor or any liquidator,  administrator
                    or  administrative or other receiver (or similar officer) of
                    any  Subordinated   Creditor  takes  steps  to  contest  the
                    subordination effected by a Subordination Deed; or

          (u)  MATERIAL EVENTS
               ---------------

               any  other  event  occurs  or  circumstances  arise  which in the
               opinion  of the  Agent  would or is  reasonably  likely to have a
               Material Adverse Effect; or

          (v)  QUALIFICATION OF ACCOUNTS
               -------------------------

               the auditors of UTH or the Shareholder or any member of the Group
               qualify their report on the audited  financial  statements of UTH
               or the  Shareholder  or the relevant  member of the Group (as the
               case may be) and/or the audited consolidated financial statements
               of the Group in any way whatsoever except where the qualification
               is of a  technical  nature and the  remedy for the matter  giving
               rise to the qualification  would have no effect on the results of
               UTH or the  Shareholder  or the relevant  member of the Group (as
               the case may be)  and/or  the Group for the  period to which such
               accounts  relate  or on  the  financial  position  of  UTH or the
               Shareholder or the relevant  member of the Group (as the case may
               be) and/or the Group as at the end of such period.

14.2      ACCELERATION
          ------------

          The Agent may and if so requested by the Majority Banks shall, without
          prejudice  to any other  rights of the  Banks,  at any time  after the
          happening  of an Event of Default  so long as the same is  continuing,
          unremedied or unwaived by notice to the Borrower declare that:

          (a)  the  obligation  of each  Bank to make its  Commitment  available
               shall be terminated,  whereupon the Commitments  shall be reduced
               to zero forthwith; and/or

          (b)  the Loan and all interest and commitment  commission  accrued and
               all  other  sums  payable  under  this   Agreement   have  become
               immediately  due and  payable or have  become due and  payable on
               demand,  whereupon the same shall,  immediately  or in accordance
               with the terms of such notice, become so due and payable; and/or

          (c)  the Security  Documents (or any of them) have become  enforceable
               whereupon the same shall be enforceable.

         On or at any time after the making of any such  declaration,  the Agent
         shall be  entitled,  to the  exclusion  of the  Borrower  (and  without
         prejudice to clause 5.6), to select the duration of each period for the
         calculation  of interest in  relation  to any  outstanding  Advances or
         other sums payable under this Agreement.

                                       79
<PAGE>


14.3     DEMAND BASIS
         ------------

          If, pursuant to clause 14.2(b),  the Agent declares the Loan to be due
          and payable on demand then the Agent may (and, if so instructed by the
          Majority  Banks,  shall) at any time by written notice to the Borrower
          (a) call for repayment of the Advances and  Utilisations  on such date
          as  may be  specified  in  such  notice  whereupon  the  Advances  and
          Utilisations  shall  become due and  payable on the date so  specified
          together with all interest and commitment  commission  accrued and all
          other  sums  payable  under  this   Agreement  or  (b)  withdraw  such
          declaration with effect from the date specified in such notice.


                                       80
<PAGE>


15.      INDEMNITIES
         -----------

15.1     MISCELLANEOUS INDEMNITIES
         -------------------------

         The  Borrower  shall on demand  indemnify  each Finance  Party  without
         prejudice  to any of their other rights  under this  Agreement  and the
         Transaction  Documents,  against any loss (including loss of Margin) or
         expense which such Finance Party shall certify as sustained or incurred
         by it as a consequence of:

         (a)   any  default  in  payment  by any  Obligor  of any sum  under any
               Finance Documents when due;

         (b)   the occurrence of any other Event of Default;

         (c)   any repayment or prepayment of the Advances or part thereof being
               made otherwise than on an Interest Payment Date relating thereto;
               or

         (d)   any  Advance  not being made or issued for any reason  (excluding
               any  default  by any  relevant  Finance  Party)  after a Drawdown
               Notice  has been  given;

         including,  in any  such case,  but not limited to, any loss or expense
         sustained or incurred by such  Finance Party in  maintaining or funding
         all or any part of its  Contribution or  in liquidating or re-employing
         deposits from third parties  acquired  or contracted for to fund all or
         any part of its Contribution or  any other amount owing to such Finance
         Party.

15.2     CURRENCY OF ACCOUNT: CURRENCY INDEMNITY
         ---------------------------------------

         No  payment by any  Obligor  under  this  Agreement  which is made in a
         currency other than the currency ("CONTRACTUAL CURRENCY") in which such
         payment  is  required  to be  made  pursuant  to this  Agreement  shall
         discharge  the  obligation in respect of which it is made except to the
         extent of the net proceeds in the Contractual  Currency received by the
         Agent  or the  Security  Agent  as the case may be upon the sale of the
         currency so  received,  after taking into account any premium and costs
         of exchange in connection  with such sale.  For the avoidance of doubt,
         the Secured  Parties shall not be obliged to accept any such payment in
         a currency  other than the  Contractual  Currency nor shall the Secured
         Parties be liable to any Obligor for any loss or alleged  loss  arising
         from  fluctuations  in  exchange  rates  between the date on which such
         payment is so received by the Agent or the  Security  Agent as the case
         may be and the date on which  the  Agent or the  Security  Agent as the
         case may be effects  such sale,  as to which the Agent or the  Security
         Agent as the case may be shall (as against the relevant  Obligor)  have
         an absolute discretion but shall consult with the Borrower.  If any sum
         due from any  Obligor  under this  Agreement  or any order or  judgment
         given or made in relation  hereto is required to be converted  from the
         Contractual Currency or the currency in which the same is payable under
         such order or judgment  (the "FIRST  CURRENCY")  into another  currency
         (the "SECOND CURRENCY") for the purpose of (a) making or filing a claim
         or proof  against  the  relevant  Obligor,  (b)  obtaining  an order or

                                       81
<PAGE>

         judgment in any court or other  tribunal or (c)  enforcing any order or
         judgment  given or made in relation  to this  Agreement,  the  relevant
         Obligor shall  indemnify and hold harmless the Secured Parties from and
         against any loss suffered as a result of any difference between (i) the
         rate of exchange  used for such  purpose to convert the sum in question
         from the first  currency into the second  currency and (ii) the rate or
         rates of  exchange  at which  such  Secured  Party may in the  ordinary
         course of business purchase the first currency with the second currency
         upon receipt of a sum paid to it in satisfaction,  in whole or in part,
         of any such order,  judgment,  claim or proof.  Any amount due from any
         Obligor under the indemnity  contained in this clause 14.2 shall be due
         as a separate debt and shall not be affected by judgment being obtained
         for any other sums due under or in respect  of this  Agreement  and the
         term "RATE OF  EXCHANGE"  includes  any  premium  and costs of exchange
         payable in connection  with the purchase of the first currency with the
         second currency.

15.3     ENVIRONMENTAL INDEMNITY
         -----------------------

         The Borrower  agrees to indemnify  on demand each  Secured  Party,  and
         their respective  officers,  employees,  agents and delegates (together
         the "INDEMNIFIED PARTIES") in respect of which each Secured Party holds
         this indemnity on trust, without prejudice to any of their other rights
         under this  Agreement,  against  any loss,  liability,  action,  claim,
         demand,  cost,  expense,  fine or other outgoing  whatsoever whether in
         contract,  tort, delict or otherwise and whether arising at common law,
         in equity or by statute  which the  relevant  Indemnified  Party  shall
         certify as sustained or incurred by it at any time as a consequence of,
         or  relating  to,  or  arising  directly  or  indirectly  out  of,  any
         Environmental  Claims made or asserted against such  Indemnified  Party
         which would not have arisen if this Agreement had not been executed and
         which  was not  caused  by the  negligence  or  wilful  default  of the
         relevant Indemnified Party.

15.4     ESGB RESERVE REQUIREMENTS
         -------------------------

         The  Borrower  agrees to indemnify on demand each Bank against any cost
         or loss  suffered  by it as a result  of  complying  with  the  reserve
         requirements of the European System of Central Banks to the extent such
         requirements  relate to its participation in the Facilities and are not
         recoverable by such Bank under clause 16.2.


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<PAGE>


16       UNLAWFULNESS AND INCREASED COSTS; MITIGATION
         --------------------------------------------

16.1     UNLAWFULNESS
         ------------

         If it is or becomes  contrary to any law or regulation  for any Bank to
         contribute  to  Advances  or to  maintain  its  Commitment  or fund its
         Contribution,  such Bank shall promptly,  through the Agent, notify the
         Borrower  whereupon  (a) such Bank's  Commitment  under the  Facilities
         shall be  reduced  to zero and (b) the  Borrower  shall be  obliged  to
         prepay the  Contribution  of such Bank  either (A)  forthwith,  if such
         unlawfulness has immediate or retrospective  effect, or (B) on a future
         specified  date not being earlier than the latest date permitted by the
         relevant law or regulation. Any prepayment pursuant to this clause 16.1
         shall be made together with all amounts referred to in clause 7.4.

16.2     INCREASED COSTS
         ---------------

         If the result of any change in, or in the interpretation or application
         of; or the  introduction  of;  any law or any  regulation,  request  or
         requirement (whether or not having the force of law, but, if not having
         the force of law,  with which the relevant Bank or, as the case may be,
         its  holding   company   habitually   complies),   including   (without
         limitation) those relating to Taxation,  capital  adequacy,  liquidity,
         reserve assets, cash ratio deposits and special deposits, is to:

         (a)   subject  any Bank to Taxes or change the basis of Taxation of any
               Bank with respect to any payment under this Agreement (other than
               Taxes or Taxation on the overall net income,  profits or gains of
               such Bank); and/or

         (b)   increase the cost to, or impose an  additional  cost on, any Bank
               or its holding company in making or keeping available all or part
               of such Bank's  Commitment or  maintaining or funding all or part
               of such Bank's Contribution; and/or

         (c)   reduce the amount  payable  or the  effective  return to any Bank
               under this Agreement; and/or

         (d)   reduce any Bank's or its holding  company's rate of return on its
               overall  capital  by reason of a change in the manner in which it
               is  required  to  allocate  capital   resources  to  such  Bank's
               obligations under this Agreement; and/or

         (e)   require  any Bank or its  holding  company  to make a payment  or
               forgo  a  return  calculated  by  reference  to or on any  amount
               received or receivable by such Bank under this Agreement; and/or

         (f)   require  any Bank or its  holding  company  to incur or sustain a
               loss (including a loss of future potential  profits) by reason of
               being obliged to deduct all or part of such Bank's  Commitment or
               Contribution from its capital for regulatory purposes,

                                       83
<PAGE>


         (g)   then and in each such case (but subject to clause 16.3):

               (i)  such Bank shall  notify the  Borrower  through  the Agent in
                    writing of such event  promptly  upon its becoming  aware of
                    the same; and

              (ii)  the  Borrower  shall on demand,  made at any time whether or
                    not such Bank's  Contribution  has been  repaid,  pay to the
                    Agent for the  account  of such Bank the  amount  which such
                    Bank specifies (in a certificate  setting forth the basis of
                    the computation of such amount but not including any matters
                    which  such  Bank  or  its   holding   company   regards  as
                    confidential) is required to compensate such Bank and/or its
                    holding  company for such  liability to Taxes,  increased or
                    additional cost, reduction, payment, forgone return or loss.

         For the purposes of this clause 16.2 and clause 16.4 "HOLDING  COMPANY"
         means, in relation to a Bank, the company or entity (if any) within the
         consolidated supervision of which such Bank is included.

16.3     EXCEPTIONS
         ----------

         Nothing in clause 16.2 shall  entitle any Bank to receive any amount in
         respect of compensation  for any such liability to Taxes,  increased or
         additional  cost,  reduction,  payment,  forgone  return or loss to the
         extent that the same:

         (a)   is taken into account in calculating the Additional Cost; or

         (b)   is the subject of an additional payment under clause 9.5; or

         (c)   arises  as  a  consequence  of  (or  of  any  law  or  regulation
               implementing) (i) the proposals for international  convergence of
               capital  measurement and capital standards published by the Basle
               Committee on Banking  Regulations  and  Supervisory  Practices in
               July 1988 and/or (ii) any  applicable  directive  of the European
               Union (in each case)  unless it results from any change in, or in
               the  interpretation or application of; such proposals or any such
               applicable  directive (or any law or regulation  implementing the
               same) occurring after the date hereof; or

         (d)   arises as a result  of a breach  by such Bank of any  regulation,
               request or  requirement  (which either (i) is in existence at the
               date of this  Agreement or (ii) which comes into effect after the
               date of this  Agreement  and with  which  such  Bank  would  have
               complied if such regulation, request or requirement was in effect
               on the date of this Agreement) of any applicable  central bank or
               other fiscal,  monetary or other authority (whether or not having
               the force of law).

         For the  purposes  of clause  16.3(c) the term  "APPLICABLE  DIRECTIVE"
         means (exclusively) each of the Own Funds Directive (89/299/EEC of 17th
         April  1989)  and the  Solvency  Ratio  Directive  (89/647/EEC  of 18th
         December 1989).


                                       84
<PAGE>

16.4     MITIGATION
         ----------

          If circumstances arise which would or would upon the giving of notice,
          result in:

          (a)  the application of clause 5.9 in relation to any Bank;

          (b)  any Obligor  being  required to make an increased  payment to any
               Bank pursuant to clause 9.5;

          (c)  the  reduction of any Bank's  Commitment  to zero or the Borrower
               being  required  to prepay any Bank's  Contribution  pursuant  to
               clause 16.1; or

          (d)  the  Borrower  being  required  to make a payment  to any Bank to
               compensate  such Bank or its holding  company for a liability  to
               Taxes, increased or additional cost, reduction,  payment, forgone
               return or loss pursuant to clause 16.2;

          then,  without in any way limiting,  reducing or otherwise  qualifying
          the  obligations  of the Borrower or the  Borrower  under clause 9 and
          this  clause 16,  such Bank  shall,  in  consultation  with the Agent,
          endeavour to take such reasonable steps (and/or, in the case of clause
          16.2 and where the increased or additional cost,  reduction,  payment,
          forgone  return or loss is that of its holding  company,  endeavour to
          procure that its holding company takes such  reasonable  steps) as are
          open to it (or, as the case may be, its  holding  company) to mitigate
          or remove such circumstances (including (in the case of such Bank) the
          transfer of its rights and obligations under this Agreement to another
          bank or financial  institution  acceptable to the Borrower) unless the
          taking  of  such  steps  might  (in  the  opinion  of  such  Bank)  be
          prejudicial to such Bank (or, as the case may be, its holding company)
          or be in  conflict  with  such  Bank's  (or,  as the case may be,  its
          holding  company's) general banking policies or involve such Bank (or,
          as the case may be, its holding  company) in any  material  expense or
          any material increased administrative burden.



                                       85
<PAGE>


17       SET-OFF AND PRO RATA PAYMENTS
         -----------------------------

17.1     SET-OFF
         -------

         If an Event of Default has  occurred  and is  continuing,  each Obligor
         authorises each Finance Party to apply any credit balance to which such
         Obligor is then  entitled on any account of such Obligor with such Bank
         at any of its branches in or towards  satisfaction  of any sum then due
         and  payable  from  such  Obligor  to such  Finance  Party  under  this
         Agreement.  For  this  purpose  each  Finance  Party is  authorised  to
         purchase  with the moneys  standing to the credit of such  account such
         other  currencies  as may be necessary to effect such  application.  No
         Finance  Party  shall be obliged to  exercise  any right given to it by
         this clause  17.1.  Each  Finance  Party shall notify the Agent and the
         relevant  Obligor (giving full details)  forthwith upon the exercise or
         purported  exercise of any right of set-off and the Agent shall  inform
         the other Finance Parties.

17.2     PRO RATA PAYMENTS
         -----------------

         (a)   If at any time any Finance Party  receives or recovers any amount
               owing  to it by  any  Obligor  under  this  Agreement  by  direct
               payment,  set-off or in any manner other than by payment  through
               the Agent  pursuant  to clause  9.1 or 9.10 (not  being a payment
               received, in the case of a Bank, from a Transferee in such Bank's
               Contribution  or  any  other  payment  of an  amount  due  to the
               Recovering Bank for its sole account  pursuant to clauses 7.3, 8,
               9.5,  15.1,  15.2,  16.1 or 16.2) (the  "RECOVERING  Bank"),  the
               Recovering Bank shall, within two Banking Days of such receipt or
               recovery (a "RELEVANT RECEIPT") notify the Agent of the amount of
               the Relevant Receipt.  If the Relevant Receipt exceeds the amount
               which the  Recovering  Bank would have  received if the  Relevant
               Receipt had been received by the Agent and  distributed  pursuant
               to clause 9.1 or 9.10 (as the case may be) then:

                (i) within  two  Banking  Days  of  demand  by  the  Agent,  the
                    Recovering  Bank shall pay to the Agent an amount  equal (or
                    equivalent) to the excess;

               (ii) the  Agent  shall  treat  the  excess  amount so paid by the
                    Recovering Bank as if it were a payment made by the relevant
                    Obligor and shall distribute the same to the Finance Parties
                    (other than the Recovering  Bank) in accordance  with clause
                    9.10; and

              (iii) as between the relevant  Obligor and the Recovering Bank the
                    excess  amount so  re-distributed  shall be  treated  as not
                    having been paid but the obligations of the relevant Obligor
                    to the other  Finance  Parties  shall,  to the extent of the
                    amount so  re-distributed to them, be treated as discharged.

                                       86
<PAGE>

         (b)   If any part of the Relevant Receipt subsequently has to be wholly
               or  partly   refunded  by  the  Recovering  Bank  (whether  to  a
               liquidator or otherwise)  each Finance Party to which any part of
               such Relevant Receipt was so re-distributed shall on request from
               the  Recovering  Bank repay to the  Recovering  Bank such Finance
               Party's pro rata share of the amount  which has to be refunded by
               the Recovering Bank.

         (c)   Each  Finance  Party  shall on  request  supply to the Agent such
               information  as the Agent may from time to time  request  for the
               purpose of this clause 17.2.

         (d)   Notwithstanding  the foregoing  provisions of this clause 17.2 no
               Recovering  Bank shall be obliged to share any  Relevant  Receipt
               which it receives or recovers pursuant to legal proceedings taken
               by it to recover any sums owing to it under this  Agreement  with
               any other party which has a legal right to, but does not,  either
               join  in such  proceedings  or  commence  and  diligently  pursue
               separate proceedings to enforce its rights in the same or another
               court (unless the  proceedings  instituted by the Recovering Bank
               are  instituted  by it without  prior notice having been given to
               such party through the Agent).

 17.3    NO RELEASE
         ----------

         For the  avoidance of doubt it is hereby  declared  that failure by any
         Recovering  Bank to comply with the provisions of clause 17.2 shall not
         release  any  other  Recovering  Bank  from any of its  obligations  or
         liabilities under clause 17.2.

17.4     NO CHARGE
         ---------

         The  provisions of this clause 17 shall not, and shall not be construed
         so as to,  constitute a charge by a Finance  Party over all or any part
         of a sum received or recovered by it in the circumstances  mentioned in
         clause 17.2.



                                       87
<PAGE>


18.      ASSIGNMENT SUBSTITUTION AND LENDING OFFICES
         -------------------------------------------

18.1     BENEFIT AND BURDEN
         ------------------

         This Agreement shall be binding upon, and enure for the benefit of; the
         Finance  Parties and the Obligors and their  respective  successors and
         permitted assigns.

18.2     NO ASSIGNMENT BY OBLIGORS
         -------------------------

         None of the Obligors may assign or otherwise transfer any of its rights
         or obligations  under this Agreement other than pursuant to a merger in
         accordance with clause 12.2(b).

18.3     ASSIGNMENT BY BANKS
         -------------------

         Each Bank (an  "ASSIGNOR  BANK") may  assign all or any part  (being at
         least euro2,500,000 and an integral multiple of euro500,000) of its
         rights to a Qualifying Bank (an  "Assignee")  with the prior consent in
         writing of the Borrower,  such consent not to be unreasonably  withheld
         or delayed.  The Assignor Bank shall  promptly  notify the Borrower and
         the Agent of any such assignment.

18.4     TRANSFER
         --------

         Each Bank (a "TRANSFEROR  BANK") may transfer all or any part (being at
         least euro2,500,000 and an integral multiple of euro500,000) of its
         rights,   benefits  and/or   obligations  under  this  Agreement  to  a
         Qualifying Bank (a  "TRANSFEREE")  with the prior consent in writing of
         the Borrower,  such consent not to be unreasonably withheld or delayed.
         Any such transfer  shall be effected upon not less than 5 Banking Days'
         prior  notice by  delivery  to the Agent of a duly  completed  Transfer
         Certificate  duly executed by the Existing Bank and the Transferee.  On
         the Effective Date (as specified and defined in a Transfer  Certificate
         so  executed  and  delivered),  to the extent that the  Commitment  and
         Contribution   of  the  Existing  Bank  are  expressed  in  a  Transfer
         Certificate  to be  the  subject  of  the  transfer  in  favour  of the
         Transferee  effected  pursuant  to this clause  18.3,  by virtue of the
         counter-signature  of the Transfer Certificate by the Agent (for itself
         and the other parties to this Agreement and the Security Deed):


         (a)   to the extent that in such Transfer  Certificate  the  Transferor
               Bank seeks to transfer such  obligations and rights hereunder the
               existing  parties to this Agreement and the Security Deed and the
               Transferor   Bank  shall  be  released   from  their   respective
               obligations  towards  one  another,  other  than the  obligations
               outstanding  from the Borrower to the Transferor Banks under this
               Agreement and the Security Deed  ("DISCHARGED  OBLIGATIONS")  and
               their  respective  rights  against  one  another,  other than the
               outstanding  rights of the Transferor  Bank against the Borrower,
               under this Agreement and the Security Deed ("DISCHARGED  RIGHTS")

                                       88
<PAGE>

               shall be cancelled and the rights of the Transferor  Bank against
               the  Borrower  shall be assigned to the  Transferee  party to the
               relevant transfer certificate (the "ASSIGNED RIGHTS");

         (b)   the Transferee party to the relevant Transfer Certificate and the
               existing  parties to this  Agreement and the Security Deed (other
               than such Transferor Bank) shall assume obligations  towards each
               other which differ from the discharged  obligations  only insofar
               as they are owed to or assumed by such  Transferee  instead of to
               or by such Transferor Bank as a result of such transfer; and

         (c)   the Transferee party to the relevant Transfer Certificate and the
               existing  parties to this  Agreement and the Security Deed (other
               than such  Transferor  Bank) shall  acquire  rights  against each
               other which  differ from the  discharged  rights and the assigned
               rights only  insofar as they are  exercisable  by or against such
               Transferee  instead of by or against  such  Transferor  Bank as a
               result of such transfer;

          and, on such Effective Date, the Transferee shall pay to the Agent for
          its own account a fee of euro1,000  except in the case such  transfers
          are made by any of the Banks  listed in  Schedule 1 within 3 months of
          the date of this  Agreement.  The  Agent  shall  promptly  notify  the
          Borrower of the receipt by it of any  Transfer  Certificate  and shall
          promptly deliver a copy of such Transfer Certificate to the Borrower.

18.5     RELIANCE ON TRANSFER CERTIFICATE
         --------------------------------

         The Finance Parties and the Obligors shall be fully entitled to rely on
         any Transfer Certificate  delivered to the Agent in accordance with the
         foregoing provisions of this clause 18 which is complete and regular on
         its face as regards its  contents and  purportedly  signed on behalf of
         the relevant Transferor Bank and the Transferee and none of the Finance
         Parties or the Obligors shall have any liability or  responsibility  to
         any  party as a  consequence  of  placing  reliance  on and  acting  in
         accordance  with any such Transfer  Certificate  if it proves to be the
         case that the same was not authentic or duly authorised.

18.6     AUTHORISATION OF AGENT
         ----------------------

         Each  party  to this  Agreement  irrevocably  authorises  the  Agent to
         counter-sign  each Transfer  Certificate on its behalf for the purposes
         of clause 18.3 or 18.4 without any further  consent of; or consultation
         with, any such party except,  in the case of the Borrower,  the consent
         required pursuant to clause 18.3 or 18.4.

18.7     CONSTRUCTION OF CERTAIN REFERENCES
         ----------------------------------

         If any Bank assigns all or any part of its rights or  transfers  all or
         any part of its rights,  benefits and obligations as provided in clause
         18.3 or 18.4 all relevant references in this Agreement and the Security

                                       89
<PAGE>

         Deed to such Bank shall  thereafter be construed as a reference to such
         Bank and/or its Transferee to the extent of their respective interests.

18.8     LENDING OFFICES
         ---------------

         Each Bank shall lend  through  its office at the address  specified  in
         part A of schedule 1 or, as the case may be, in any  relevant  Transfer
         Certificate or through any other office of such Bank selected from time
         to time by such Bank  through  which  such Bank  wishes to lend for the
         purposes  of this  Agreement,  Provided  that no such change of lending
         office may take place if it would involve any Obligor having to pay any
         amount  under clause 16.2 with  respect to its  obligations  under this
         Agreement.  If the  office  through  which a Bank is lending is changed
         pursuant to this clause 18.8, such Bank shall notify the Agent promptly
         of such change.

18.9     DISCLOSURE OF INFORMATION
         -------------------------

         Subject to such person first executing a confidentiality undertaking in
         a form  acceptable to the  Borrower,  acting  reasonably,  any Bank may
         disclose to a  prospective  transferee  or to any other  person who may
         propose entering into contractual  relations with such Bank in relation
         to this Agreement such  information  about the Group as such Bank shall
         consider appropriate.




                                       90
<PAGE>


19.      JOINT ARRANGERS, AGENT, SECURITY  AGENT,  THE  SECURITY AGENT GUARANTOR
         -----------------------------------------------------------------------
         OVERDRAFT BANK AND REFERENCE BANKS
         ----------------------------------

19.1     APPOINTMENT OF AGENT
         --------------------
 
         Each Bank irrevocably  appoints the Agent as its agent for the purposes
         of  this  Agreement  and  irrevocably  authorises  the  Agent  in  such
         capacity:

         (a)   to execute all documents as may be approved by the Majority Banks
               for execution by the Agent; and

         (b)   (whether or not by or through  employees  or agents) to take such
               action  on  such  Bank's  behalf  and to  exercise  such  rights,
               remedies, powers and discretions as are specifically delegated to
               the Agent by this Agreement or, (as the case may be) the Security
               Documents,  together  with such  powers  and  discretions  as are
               reasonably incidental thereto (but subject to any restrictions or
               limitations  specified in this Agreement).  None of the Agent, or
               the Joint  Arrangers or the Security  Agent,  the Security  Agent
               Guarantor  shall,  however,  have  any  duties,   obligations  or
               liabilities  (whether fiduciary or otherwise) to the Banks beyond
               those  expressly  stated in this  Agreement  and/or the  Security
               Documents.

         Notwithstanding  that the Agent,  the Security Agent  Guarantor and the
         Overdraft Bank may from time to time be the same entity, the Agent, the
         Security Agent  Guarantor and the Overdraft Bank have entered into this
         Agreement in their separate capacities as agent for the Banks under and
         pursuant to this  Agreement  and as  Security  Agent  Guarantor  and as
         Overdraft  Bank  for  the  Overdraft  Facility.   However,  where  this
         Agreement  provides  for the  Agent  to  communicate  with  or  provide
         instructions to the Security Agent  Guarantor,  while the Agent and the
         Security Agent Guarantor and the Overdraft Bank are the same entity, it
         will not be necessary for there to be any such formal communications or
         instructions  notwithstanding  that this Agreement  provides in certain
         cases for the same to be in writing.

19.2     AGENT'S ACTIONS
         ---------------
         Any action  taken by the Agent under or in  relation to this  Agreement
         with requisite authority, or on the basis of appropriate  instructions,
         received  from the  Majority  Banks (or as otherwise  duly  authorised)
         shall be binding on all the Banks.

19.3     AGENT'S DUTIES
         --------------

         The Agent shall:

         (a)   promptly  notify  each  Bank  of the  contents  of  each  notice,
               certificate  or other  document  received  by the Agent  from the
               Borrower  or  any  other   Obligor  under  or  pursuant  to  this
               Agreement;


                                       91
<PAGE>

         (b)   consult with the Banks as to whether and, if so, how a discretion
               vested in the Agent is,  either  in any  particular  instance  or
               generally, to be exercised but so that this shall not prevent the
               Agent in  exceptional  circumstances  where  time does not permit
               such consultation and urgent action is required,  from exercising
               its rights and powers,  or from instructing the Security Agent to
               exercise  its  rights  and  powers,   to  preserve  the  security
               constituted  by the  Security  Documents  so  long  as the  Agent
               promptly notifies the Banks subsequently of such exercise; and

         (b)   (subject  to the other  provisions  of this  clause 19) take such
               action or, as the case may be,  refrain  from  taking such action
               with  respect to the  exercise  of any of its  rights,  remedies,
               powers  and  discretions  as  agent  or  security  agent,  as the
               Majority Banks may reasonably direct.

19.4     AGENT'S RIGHTS
         --------------

         The Agent may:

         (a)   in the  exercise of any right,  remedy,  power or  discretion  in
               relation to any matter, or in any context, not expressly provided
               for by this  Agreement,  act or, as the case may be, refrain from
               acting in accordance with the instructions of the Majority Banks,
               and shall be fully protected in so doing;

         (b)   unless  and  until it shall  have  received  directions  from the
               Majority  Banks,  take such  action,  or refrain from taking such
               action  in  respect  of a Default  of which the Agent has  actual
               knowledge as it shall deem advisable in the best interests of the
               Banks (but shall not be obliged to do so);

         (c)   refrain from acting in accordance  with any  instructions  of the
               Majority Banks to institute, or to instruct the Security Agent to
               institute any legal  proceedings  arising out of or in connection
               with this Agreement and/or the Security Documents until it and/or
               the Security Agent,  has been  indemnified  and/or secured to its
               satisfaction  against any and all costs,  expenses or liabilities
               (including  legal fees) which it and/or the Security  Agent would
               or might incur as a result;

         (d)   deem  and  treat  (i) each  Bank as the  person  entitled  to the
               benefit of the Contribution of such Bank for all purposes of this
               Agreement and the Security  Documents unless and until a Transfer
               Certificate  shall  have been filed with the Agent and shall have
               become  effective,  and (ii) the office set  opposite the name of
               each Bank in part A of  schedule 1 or, as the case may be, in any
               relevant  Transfer  Certificate  as such  Bank's  lending  office
               unless  and until a written  notice of change of  lending  office
               shall have been received by the Agent; and the Agent may act upon
               any such  notice  unless  and until the same is  superseded  by a
               further such notice;


                                       92
<PAGE>


         (e)   rely as to matters of fact which might  reasonably be expected to
               be within the knowledge of any Obligor upon a certificate  signed
               by any  director  of the  relevant  Obligor  on  behalf  of  such
               Obligor; and

         (f)   refrain from doing anything which would, or might in its opinion,
               be contrary to any law or regulation of any  jurisdiction and may
               do anything  which is in its opinion  necessary  or  desirable to
               comply with any such law or regulation.

19.5     NO  LIABILITY  OF  JOINT  ARRANGERS,  SECURITY  AGENT,  SECURITY  AGENT
         -----------------------------------------------------------------------
         GUARANTOR  AND AGENT
         -------------------
         None of the Joint  Arrangers,  the Security  Agent,  the Security Agent
         Guarantor,  the Agent or any of their  respective  employees and agents
         shall:

         (a)   be obliged to request any  certificate  or opinion  under  clause
               12.1 or any  provision of the  Security  Documents or to make any
               enquiry as to the use of the  proceeds of the  Facilities  unless
               (in the case of the Agent) so required in writing by any Bank, in
               which case the Agent shall promptly make the appropriate  request
               of the relevant Obligor; or

         (b)   be obliged to make any enquiry as to any breach or default by any
               Obligor in the performance or observance of any of the provisions
               of this  Agreement or as to the existence of a Default unless (in
               the case of the Agent) the Agent has actual knowledge  thereof or
               has been notified in writing thereof by a Bank, in which case the
               Agent shall  promptly  notify the Banks of the relevant  event or
               circumstance; or

         (c)   be  obliged  to  enquire  whether  or not any  representation  or
               warranty made by any Obligor pursuant to this Agreement or any of
               the Security Documents is true; or

         (d)   be  obliged  to  do  anything  (including,   without  limitation,
               disclosing any document or information)  which would, or might in
               its opinion,  be contrary to any law or regulation or be a breach
               of any duty of  confidentiality  or  otherwise be  actionable  or
               render it liable to any person; or


         (e)   be  obliged  to  account  to any Bank  for any sum or the  profit
               element of any sum received by it for its own account; or

         (f)   be obliged to institute any legal  proceedings  arising out of or
               in  connection  with,  or otherwise  take steps to enforce,  this
               Agreement  and/or  the  Security  Documents  other  than  on  the
               instructions of the Majority Banks; or

         (g)   be liable to any Bank for any action taken or omitted under or in
               connection with this Agreement  and/or the Security  Documents or
               the  Loan  unless  caused  by  its  gross  negligence  or  wilful
               misconduct.

                                       93
<PAGE>


         For the purposes of this clause 19 neither the Agent,  nor the Security
         Agent  shall be treated  as having  actual  knowledge  of any matter of
         which the corporate finance or any other division outside the agency or
         loan administration  department of the person for the time being acting
         as the Agent or the  Security  Agent,  as the case may be,  may  become
         aware  in  the  context  of  corporate  finance,  advisory  or  lending
         activities  from time to time  undertaken  by the Agent or the Security
         Agent, as the case may be, for the Borrower or any of its  Subsidiaries
         or  Associated  Companies  or any  other  person  which  may be a trade
         competitor  of any of the  Obligors or may  otherwise  have  commercial
         interests similar to those of any of the Obligors.

19.6     NON-RELIANCE  ON   JOINT  ARRANGERS,  SECURITY  AGENT,  SECURITY  AGENT
         -----------------------------------------------------------------------
         GUARANTOR, OVERDRAFT BANK OR AGENT
         ----------------------------------

         Each Bank  acknowledges,  by virtue of its execution of this  Agreement
         or, as the case may be, a Transfer Certificate,  that it has not relied
         on any statement, opinion, forecast or other representation made by the
         Joint  Arrangers,  the Security  Agent,  the Security Agent  Guarantor,
         Overdraft  Bank or the Agent to induce it to enter into this  Agreement
         and that it has made and will continue to make, without reliance on the
         Agent, the Security Agent, the Security Agent Guarantor, Overdraft Bank
         or the Joint  Arrangers  and based on such  documents  as it  considers
         appropriate,  its own appraisal of the creditworthiness of the Borrower
         and  its  Subsidiaries  and its own  independent  investigation  of the
         financial  condition,  prospects  and affairs of the  Borrower  and its
         Subsidiaries in connection with the making and continuation of the Loan
         under this Agreement.  None of the Joint Arrangers, the Security Agent,
         the Security  Agent  Guarantor,  Overdraft Bank or the Agent shall have
         any duty or responsibility,  either initially or on a continuing basis,
         to provide any Bank with any credit or other  information  with respect
         to the Obligors whether coming into its possession before the making of
         any Advance or at any time or times thereafter, other than (in the case
         of the Agent) as provided in clause 19.3(a).

19.7     NO  RESPONSIBILITY  ON  JOINT  ARRANGERS,  SECURITY AGENT, THE SECURITY
         -----------------------------------------------------------------------
         AGENT  GUARANTOR,  THE  OVERDRAFT  BANK  OR  AGENT  FOR  ANY  OBLIGOR'S
         -----------------------------------------------------------------------
         PERFORMANCE
         -----------

         None of the Joint  Arrangers,  the Security  Agent,  the Security Agent
         Guarantor,   the   Overdraft   Bank  or  the  Agent   shall   have  any
         responsibility or liability to any Bank:

         (a)   on  account  of  the  failure  of  any  Obligor  to  perform  its
               obligations under this Agreement or any Security Document; or

         (b)   for the financial condition of any Obligor; or

         (c)   for   the   completeness   or   accuracy   of   any   statements,
               representations  or  warranties in this  Agreement,  any Security
               Document or the Information  Memorandum or any document delivered
               under this Agreement or any Security Document; or

                                       94
<PAGE>


         (d)   for  the   execution,   effectiveness,   adequacy,   genuineness,
               validity,  enforceability  or  admissibility  in evidence of this
               Agreement or any of the Security Documents or of any certificate,
               report  or  other  document  executed  or  delivered  under  this
               Agreement or any of the Security Documents; or

         (e)   otherwise in connection with the Facilities or its negotiation or
               for acting (or, as the case may be,  refraining  from  acting) in
               accordance  with the  instructions  of the Majority  Banks.

19.8     RELIANCE ON DOCUMENTS AND PROFESSIONAL ADVICE
         ---------------------------------------------

         The Joint  Arrangers,  the Security Agent, the Security Agent Guarantor
         and  the  Agent  shall  be  entitled  to  rely  on  any  communication,
         instrument or document  believed by it to be genuine and correct and to
         have been signed or sent by the proper  person and shall be entitled to
         rely  as to  legal  or  other  professional  matters  on  opinions  and
         statements  of any legal or other  professional  advisers  selected  or
         approved by it (including those in the Agent's employment).

19.9     OTHER DEALINGS
         --------------

         The Joint  Arrangers,  the Security Agent, the Security Agent Guarantor
         and the Agent  may,  without  any  liability  to  account to the Banks,
         accept deposits from,  lend money to, and generally  engage in any kind
         of  banking or other  business  with,  and  provide  advisory  or other
         services  to, the  Borrower or any of its  Subsidiaries  or  associated
         companies or any of the Banks as if it were not the Joint  Arrangers or
         the Agent, as the case may be.

19.10    RIGHTS OF AGENT,  OVERDRAFT BANK AND SECURITY  AGENT GUARANTOR AS BANK:
         -----------------------------------------------------------------------
         NO PARTNERSHIP
         --------------

         With respect to its own Commitment and Contribution (if any) the Agent,
         Overdraft  Bank and the Security  Agent  Guarantor  shall have the same
         rights and powers under this  Agreement  and the Security  Documents as
         any  other  Bank  and may  exercise  the  same as  though  it were  not
         performing  the  duties  and  functions  delegated  to  it  under  this
         Agreement  and/or the Security  Documents  and the term "BANKS"  shall,
         unless the context clearly  otherwise  indicates,  include the Agent in
         its individual  capacity as a Bank.  This Agreement shall not and shall
         not be construed so as to constitute a partnership  between the parties
         or any of them.

19.11    AMENDMENTS: WAIVERS
         -------------------

         (a)   Subject to clause  19.11(b),  the Agent may,  with the consent of
               the Majority Banks (or if and to the extent expressly  authorised
               by the other  provisions of this Agreement) and, if so instructed
               by  the   Majority   Banks,   shall  (i)  agree   amendments   or
               modifications  to this  Agreement  with the Obligors  and/or (ii)
               vary or waive breaches of; or defaults under, or otherwise excuse
               performance  of; any provision of this  Agreement by any Obligor.

                                       95
<PAGE>

               Any such action so authorised  and effected by the Agent shall be
               documented  in such manner as the Agent shall (with the  approval
               of the Majority Banks)  determine,  shall be promptly notified to
               the Banks by the Agent and (without  prejudice to the  generality
               of clause I 9.2) shall be binding on all the Banks.

         (b)   Except with the prior written consent of all the Banks, the Agent
               shall not have authority on behalf of the Banks (A) to agree with
               any Obligor any amendment or modification to this Agreement or to
               grant  waivers in respect of  breaches  or defaults or to vary or
               excuse performance of or under this Agreement by any Obligor,  if
               the effect of such amendment,  modification, waiver, variation or
               excuse would be to (i) reduce the Margin,  (ii)  postpone the due
               date or reduce the amount of any reduction in  availability,  any
               payment of principal,  interest,  commitment  commission or other
               amount  payable by any Obligor under this Agreement or any of the
               Security Documents, (iii) change the currency in which any amount
               is payable by any  Obligor  under  this  Agreement  or any of the
               Security  Documents,  (iv)  increase any Bank's  Commitment,  (v)
               change the  definition  of "Majority  Banks" in clause 1.2,  (vi)
               change  any  provision  of  this  Agreement  which  expressly  or
               impliedly  requires the approval or consent of all the Banks such
               that the relevant approval or consent may be given otherwise than
               with the  sanction  of all the Banks,  (vii)  change  clause 4.1,
               (viii) change the order of  distribution  under clause 9.10, (ix)
               change  clause 17.2,  (x) change this clause 19.11 or (B) release
               any member of the Group or any of their  respective  assets  from
               the security created by any of the Security Documents unless such
               release  is to permit the  disposal  or other  dealing  with such
               asset in  accordance  with the  terms of this  Agreement  and any
               relevant  Security Document or (C) release any Guarantor from its
               obligations under any Guarantee to which it is a party other than
               pursuant to a merger in accordance with clause 12.2(b).

         (c)   For the purposes of this clause 19.11 it is expressly  agreed and
               acknowledged   that  the  execution  of  a  Guarantor's  Deed  of
               Accession  or  any  deed  or  instrument  pursuant  to a  further
               assurance   provision  in  the  Security   Documents   shall  not
               constitute an amendment or modification to, or variation of; this
               Agreement or any of the Security  Documents.

19.12    REIMBURSEMENT AND INDEMNITY BY BANKS
         ------------------------------------

         Each Bank shall reimburse the Joint  Arrangers,  the Overdraft Bank and
         the Agent  (rateably  in  accordance  with such  Bank's  Commitment  or
         Contribution),  to the extent that the Joint  Arrangers or the Agent is
         not  reimbursed  by the Obligors,  for the costs,  charges and expenses
         incurred  by  the  Arranger,  the  Overdraft  Bank  and  the  Agent  in
         connection  with the  negotiation,  preparation  and  execution of this
         Agreement and the Security  Documents  and/or in  contemplation  of; or
         otherwise in connection with, the enforcement or attempted  enforcement
         of; or the preservation or attempted  preservation of any rights under,
         or in carrying out its duties under,  this Agreement  and/or any of the
         Security  Documents  including  (in each case) the fees and expenses of

                                       96
<PAGE>

         legal  or other  professional  advisers.  Each  Bank  shall  on  demand
         indemnify  the Agent  (rateably in  accordance  with its  Commitment or
         Contribution)  against  all  liabilities,  damages,  costs  and  claims
         whatsoever  incurred by the Agent in connection with this Agreement and
         the  Security  Documents  or the  performance  of its duties under this
         Agreement and the Security  Documents or any action taken or omitted by
         the Agent under this  Agreement  and/or any of the Security  Documents,
         unless  such  liabilities,  damages,  costs or  claims  arise  from the
         Agent's own gross negligence or wilful misconduct.

19.13    RETIREMENT OF AGENT
         -------------------

         (a)   The Agent may retire  from its  appointment  as Agent  under this
               Agreement  having given to the Borrower and each of the Banks not
               less than 30 days'  notice of its  intention  to do so,  provided
               that no such  retirement  shall take effect unless there has been
               appointed by the Banks as a successor agent:

                (i) a Bank  nominated by the Majority  Banks with the consent of
                    the Borrower  (not to be  unreasonably  withheld or delayed)
                    or, failing such a nomination,

               (ii) any reputable and experienced bank or financial  institution
                    with  offices  in London  nominated  by the  Agent  with the
                    consent of the Borrower (not to be unreasonably  withheld or
                    delayed).

               Any  corporation  into which the Agent may be merged or converted
               or any  corporation  with which the Agent may be  consolidated or
               any   corporation   resulting   from  any   merger,   conversion,
               amalgamation,  consolidation or other reorganisation to which the
               Agent  shall  be a  party  shall,  to  the  extent  permitted  by
               applicable  law,  be the  successor  Agent  under this  Agreement
               without the  execution  or filing of any  document or any further
               act on the part of any of the  parties  to this  Agreement,  save
               that  notice  of  any  such  merger,  conversion,   amalgamation,
               consolidation or other reorganisation shall forthwith be given to
               the Borrower and the Banks.

         (b)   Upon  any  such  successor  as  aforesaid  being  appointed,  the
               retiring  Agent shall be discharged  from any further  obligation
               under this  Agreement  (but shall continue to have the benefit of
               this clause 18 in respect of any action it has taken or refrained
               from taking prior to such  discharge)  and its successor and each
               of the other parties to this Agreement shall have the same rights
               and obligations  among  themselves as they would have had if such
               successor  had  been a party  to this  Agreement  in place of the

                                       97
<PAGE>

               retiring  Agent.  The retiring Agent shall (at the expense of the
               Borrower)  provide  its  successor  with  copies  of  such of its
               records as its  successor  reasonably  requires  to carry out its
               functions under this Agreement.

19.14    RETIREMENT OF OVERDRAFT BANK
         ----------------------------

         With the prior consent of the Borrower, not to be unreasonably withheld
         or  delayed,  the  Overdraft  Bank may resign from its  appointment  as
         Overdraft  Bank under the Agreement  provided  that no such  retirement
         shall take effect unless a successor  Overdraft Bank has been appointed
         by the  Borrower  and has  entered  into  such  arrangements  as may be
         required to become a party to this  Agreement as Overdraft  Bank and to
         assume rights and obligations by the original Overdraft Bank.

19.15    CHANGE OF REFERENCE BANKS
         -------------------------

         If (a) the whole of the  Contribution (if any) of any Reference Bank is
         prepaid,  (b) the  Commitment (if any) of any Reference Bank is reduced
         to zero in  accordance  with clause 6.3 or 15.1,  (c) a Reference  Bank
         novates  the whole of its  rights  and  obligations  (if any) as a Bank
         under  this  Agreement  or (d) any  Reference  Bank  ceases to  provide
         quotations to the Agent for the purposes of  determining  EURIBOR,  the
         Agent may, acting on the instructions of the Majority Banks,  terminate
         the appointment of such Reference Bank and after  consultation with the
         Borrower appoint another Bank to replace such Reference Bank.

19.16    PROMPT DISTRIBUTION OF PROCEEDS
         -------------------------------

         Moneys  received  by the  Security  Agent  (whether  from a Receiver or
         otherwise)  pursuant to the exercise of (or  otherwise by virtue of the
         existence  of) any rights and powers  under or  pursuant  to any of the
         Security  Documents  shall be paid to the  Agent  for  distribution  in
         accordance  with the terms of the Security Deed shall be distributed by
         the Agent as soon as is  practicable  after  the  relevant  moneys  are
         received  by, or  otherwise  become  available  to, the Agent save that
         (without  prejudice  to any  other  provision  contained  in any of the
         Security  Documents)  the  Agent  (acting  on the  instructions  of the
         Majority  Banks) may credit  any  moneys  received  by it to a suspense
         account  for so long and in such  manner  as the Agent may from time to
         time  determine  with a view to  preserving  the rights of the  Finance
         Parties  or any of them to prove  for the  whole  of  their  respective
         claims against any Obligor or any other person liable.



                                       98
<PAGE>


20.      NOTICES AND OTHER MATTERS
         -------------------------

20.1     NOTICES
         -------

          Every  notice,  request,  demand  or other  communication  under  this
          Agreement shall:

          (a)  be in writing  delivered  personally  or by  first-class  prepaid
               letter (airmail if available) or telefax;

          (b)  be deemed to have been received, subject as otherwise provided in
               this  Agreement,  in the case of a letter when  delivered and, in
               the  case of a  telefax,  when a  complete  and  legible  copy is
               received by the  addressee  (unless the date of despatch is not a
               business  day in the  country  of the  addressee  or the  time of
               despatch  of any  telefax is after the close of  business  in the
               country of the addressee in which case it shall be deemed to have
               been  received  at the  opening  of  business  on the  next  such
               business day); and

          (c)  be sent:

               (i)  to each Obligor at:

                    p/a United TeleKabel Holding N.V.
                    Kabelweg 55
                    1014 BA Amsterdam
                    The Netherlands

                    Telefax: 00 31 20 776 6899

                    Attention:       General Counsel

                    with a copy to:

                    United Pan-Europe Communications N.V.
                    Fred. Roeskestraat 123
                    1076 EE Amsterdam
                    The Netherlands

                    Telefax: 00 31 20 778 9841

                    Attention:       Managing Director of Treasury and General
                                     Counsel

              (ii)  to the Overdraft Bank and the Security Agent Guarantor at:

                    Coolsingel 93
                    3012 AE Rotterdam
                    The Netherlands

                    Telefax: 0031 10 401 5906

                                       99
<PAGE>


                    Attention:       Mr. J.E. Post

             (iii)  to the Agent and Security Agent at:

                    MeesPierson N.V.
                    Coolsingel 93
                    3012 AE Rotterdam
                    The Netherlands

                    Telefax: 0031 10 401 5161

                    Attention:       Mr. L.J.M. Van Der Knaap

              (iv)  to the Joint Arrangers at:

                    Bank of America International Limited
                    New Broad Street House
                    35 New Broad Street
                    London EC2M lSH

                    Telefax: 00 44 181 313 2140

                    Attention:       Clare Godley

                    Citibank, N.A.
                    PO Box 2OO
                    Cottons Centre
                    Hays Lane
                    London SE1 2QT

                    Telefax: 00 44 171 500 2331

                    Attention:       Graham Thrower

                    Deutsche Bank AG London
                    6 Bishopsgate
                    London EC2N 4DA

                    Telefax: 00 44 171 545 7430

                    Attention:       Martin Flaherty/Alison Pring

                    MeesPierson N.V.
                    Coolsingel 93
                    3012 AE Rotterdam
                    The Netherlands

                    Telefax: 00 31 10 401 5906

                    Attention:       Mr. J.E. Post

                                      100
<PAGE>


                    Paribas
                    3 Rue d'Antin
                    75002 Paris
                    France

                    Telefax: 00 33 1 42 98 0979

                    Attention:       D.de Paillerets/L.Giesen

               (v)  to each Bank

                    at its  address or  telefax  number  specified  in part A of
                    schedule 1 or in any relevant Transfer Certificate

               or to such other address or telefax  number as is notified by the
               relevant party to the other parties to this Agreement.

20.2     NOTICES THROUGH THE AGENT
         -------------------------

         Every  notice,  request,  demand  or  other  communication  under  this
         Agreement  to be given by any Obligor to any other party shall be given
         to the Agent for onward  transmission as appropriate and to be given to
         the  Obligors (or any of them) shall  (except as otherwise  provided in
         this Agreement) be given by the Agent.

20.3     NO IMPLIED WAIVERS REMEDIES CUMULATIVE
         --------------------------------------

         No failure or delay on the part of the  Finance  Parties or any of them
         to  exercise  any power,  right or remedy  under this  Agreement  shall
         operate as a waiver thereof;  nor shall any single or partial  exercise
         by the  Finance  Parties or any of them of any  power,  right or remedy
         preclude any other or further  exercise  thereof or the exercise of any
         other power,  right or remedy.  The remedies provided in this Agreement
         are cumulative and are not exclusive of any remedies provided by law.

20.4     ENGLISH TRANSLATIONS
         --------------------
 
         All certificates, instruments and other documents to be delivered under
         or supplied in connection  with this Agreement  shall be in the English
         language or shall be  accompanied  by a certified  English  translation
         upon  which the  Agent,  the  Joint  Arrangers  and the Banks  shall be
         entitled to rely.

20.5     COUNTERPARTS
         ------------
  
         This Agreement may be executed in any number of counterparts and by the
         different  parties  on  separate  counterparts,  each of which  when so
         executed and delivered shall be an original, but all counterparts shall
         together constitute one and the same instrument.



                                      101
<PAGE>


21.      GOVERNING LAW AND JURISDICTION
         ------------------------------

21.1     LAW
         ---

         This Agreement shall be governed by English law.

21.2     SUBMISSION TO JURISDICTION
         --------------------------

          The  parties to this  Agreement  agree for the  benefit of the Finance
          Parties that:

          (a)  if any party has any claim against any other arising out of or in
               connection  with this  Agreement  such claim  shall  (subject  to
               clause  21.2(c))  be  referred  to the High  Court of  Justice in
               England,  to the  jurisdiction  of  which  each  of  the  parties
               irrevocably submits;

          (b)  the jurisdiction of the High Court of Justice in England over any
               such claim  against the any Finance  Party shall be an  exclusive
               jurisdiction   and  no  courts   outside   England   shall   have
               jurisdiction to hear or determine any such claim; and


          (c)  nothing in this  clause 21.2 shall limit the right of the Finance
               Party to refer any such claim  against  any  Obligor to any other
               court  of  competent   jurisdiction   outside  England,   to  the
               jurisdiction of which each Obligor hereby  irrevocably  agrees to
               submit,  nor shall the taking of proceedings by any Finance Party
               before  the  courts  in one or more  jurisdictions  preclude  the
               taking  of   proceedings  in  any  other   jurisdiction   whether
               concurrently or not.

 21.3    AGENT FOR SERVICE OF PROCESS
         ----------------------------
         Each  Obligor  irrevocably   designates,   appoints  and  empowers  HRO
         Registrars  Limited at present of Mellier House, 26a Albemarle  Street,
         London W1X 3FA to receive  for it and on its behalf  service of process
         issued out of the High Court of Justice in England in  relation  to any
         claim arising out of or in connection with this Agreement.

IN WITNESS  whereof the parties to this  Agreement have caused this Agreement to
be duly executed on the date first above written.



                                      102
<PAGE>
<TABLE>
<CAPTION>
                                              SCHEDULE 1
                                              ----------
                               PART A - THE BANKS AND THEIR COMMITMENTS
                               ----------------------------------------

------------------------------------ ----------------------------------------- ----------------------------
<S>                                  <C>                                       <C>
NAME                                 ADDRESS AND TELEFAX NUMBER                COMMITMENT
                                                                               euro
------------------------------------ ----------------------------------------- ----------------------------
Citibank N.A.                        2 Penns Way                               68,000,000
                                     Suite 200
                                     Newcastle
                                     DE 19720
                                     USA

                                     Telefax:  001 302 894 6094/95
                                     Attention: Leonard Mudlock

------------------------------------ ----------------------------------------- ----------------------------
Deutsche Bank AG London              6 Bishopsgate                             68,000,000
                                     London EC2N 4DA

                                     Telefax:          00 44 171545 4638
                                     Attention:        Roger Penn/ Brenda Hill,
                                                       Credit Administration
                                                       Department

------------------------------------ ----------------------------------------- ----------------------------
MeesPierson N.V.                     Coolsingel 93                             68,000,000
                                     3012 AE Rotterdam
                                     The Netherlands

                                     Telefax:          00 31 10 401 5161
                                     Attention:        Mr. L.J.M. Van der
                                                       Knaap

------------------------------------ ----------------------------------------- ----------------------------
NB International Finance B.V.        Parnassustoren                            68,000,000
                                     Locatellikade
                                     P.O. Box 75215
                                     1076 AZ Amsterdam

                                     Telefax:          00 31 20 57 57 141
                                     Attention:        Allan Kerr

------------------------------------ ----------------------------------------- ----------------------------
Paribas                              3, Rue d'Antin                            68,000,000
                                     75002 Paris
                                     France

                                     Telefax:          0033 142 98 0979
                                     Attention:        D. de Paillerets/
                                                       L.Giese
------------------------------------ ----------------------------------------- ----------------------------
</TABLE>

                                      103

<PAGE>
<TABLE>
<CAPTION>
                                     PART B - ORIGINAL GUARANTORS
                                     ----------------------------

----------------------------------------- ------------------------------ --------------------------------
<S>                                         <C>                          <C>
COMPANY                                     COUNTRY OF INCORPORATION     ADDRESS
----------------------------------------- ------------------------------ --------------------------------
CAI-Geldermalsen B.V.                            The Netherlands         Waterstraat 11
                                                                         Velp (6882 GA)
                                                                         The Netherlands
----------------------------------------- ------------------------------ --------------------------------
CAI-Wijchen B.V.                                 The Netherlands         Waterstraat 11
                                                                         Velp (6882 GA)
                                                                         The Netherlands
----------------------------------------- ------------------------------ --------------------------------
CAI-Tiel B.V.                                    The Netherlands         Waterstraat 11
                                                                         Velp (6882 GA)
                                                                         The Netherlands
----------------------------------------- ------------------------------ --------------------------------
CAI-Buren B.V.                                   The Netherlands         Waterstraat 11
                                                                         Velp (6882 GA)
                                                                         The Netherlands
----------------------------------------- ------------------------------ --------------------------------
CAI-Dodewaard B.V.                               The Netherlands         Waterstraat 11
                                                                         Velp (6882 GA)
                                                                         The Netherlands
----------------------------------------- ------------------------------ --------------------------------
CAI-Neerijnen-West B.V.                          The Netherlands         Waterstraat 11
                                                                         Velp (6882 GA)
                                                                         The Netherlands
----------------------------------------- ------------------------------ --------------------------------
CAI-Midden-Betuwe B.V.                           The Netherlands         Waterstraat 11
                                                                         Velp (6882 GA)
                                                                         The Netherlands
----------------------------------------- ------------------------------ --------------------------------
Kabelexploitatiemaatschappij CAI-Renkum          The Netherlands         Waterstraat 11
B.V.                                                                     Velp (6882 GA)
                                                                         The Netherlands
----------------------------------------- ------------------------------ --------------------------------
CAI-Wageningen B.V.                              The Netherlands         Waterstraat 11
                                                                         Velp (6882 GA)
                                                                         The Netherlands
----------------------------------------- ------------------------------ --------------------------------
CAI-Over-Betuwe B.V.                             The Netherlands         Waterstraat 11
                                                                         Velp (6882 GA)
                                                                         The Netherlands
----------------------------------------- ------------------------------ --------------------------------
CAI-Heteren B.V.                                 The Netherlands         Waterstraat 11
                                                                         Velp (6882 GA)
                                                                         The Netherlands
----------------------------------------- ------------------------------ --------------------------------
CAI-Elst B.V.                                    The Netherlands         Waterstraat 11
                                                                         Velp (6882 GA)
                                                                         The Netherlands
----------------------------------------- ------------------------------ --------------------------------

                                      104
<PAGE>


----------------------------------------- ------------------------------ --------------------------------
CAI-Bemmel B.V.                                  The Netherlands         Waterstraat 11
                                                                         Velp (6882 GA)
                                                                         The Netherlands
----------------------------------------- ------------------------------ --------------------------------
CAI-Valburg B.V.                                 The Netherlands         Waterstraat 11
                                                                         Velp (6882 GA)
                                                                         The Netherlands
----------------------------------------- ------------------------------ --------------------------------
CAI-Gendt B.V.                                   The Netherlands         Waterstraat 11
                                                                         Velp (6882 GA)
                                                                         The Netherlands
----------------------------------------- ------------------------------ --------------------------------
CAI-Almere B.V.                                  The Netherlands         Waterstraat 11
                                                                         Velp (6882 GA)
                                                                         The Netherlands
----------------------------------------- ------------------------------ --------------------------------
CAI-Lingewaal B.V.                               The Netherlands         Waterstraat 11
                                                                         Velp (6882 GA)
                                                                         The Netherlands
----------------------------------------- ------------------------------ --------------------------------
CAI-Dronten B.V.                                 The Netherlands         Waterstraat 11
                                                                         Velp (6882 GA)
                                                                         The Netherlands
----------------------------------------- ------------------------------ --------------------------------
CAI-Lelystad B.V.                                The Netherlands         Waterstraat 11
                                                                         Velp (6882 GA)
                                                                         The Netherlands
----------------------------------------- ------------------------------ --------------------------------
CAI-Druten B.V.                                  The Netherlands         Waterstraat 11
                                                                         Velp (6882 GA)
                                                                         The Netherlands
----------------------------------------- ------------------------------ --------------------------------
CAI-NKM  Nijmegen B.V.                           The Netherlands         Waterstraat 11
                                                                         Velp (6882 GA)
                                                                         The Netherlands
----------------------------------------- ------------------------------ --------------------------------
</TABLE>

                                      105

<PAGE>


                                              SCHEDULE 2
                                              ----------
                                       FORM OF DRAWDOWN NOTICE
                                       -----------------------

To:      MeesPierson N.V.
         Coolsingel 93
         3012 AE Rotterdam
         The Netherlands                                                * 19*


       euro340,000,000 LOAN FACILITY AGREEMENT DATED * 1999 (AS FROM TIME
           TO TIME AMENDED, VARIED, EXTENDED, RESTATED, REFINANCED OR
                           REPLACED, THE "AGREEMENT")

We refer to the Agreement and hereby give you notice that we wish to draw down a
Revolving  Advance  of * on *19* for a Term of * months  credited  to [NAME  AND
NUMBER OF ACCOUNT] with [DETAILS OF BANK IN THE NETHERLANDS].

We confirm that:

1        so far as we are aware,  no event or  circumstance  has occurred and is
         continuing  or will  result  from  the  making  of such  Advance  which
         constitutes a Default; [and]

2        the representations  and warranties  contained in clauses 11.1 and 11.2
         of the Agreement to be repeated in  accordance  with clause 11.4 of the
         Agreement are true and correct as at the date of this notice as if made
         with  respect to the facts and  circumstances  existing  at the date of
         this notice.

We confirm that Annualised  Consolidated  EBITDA (determined by reference to the
most recently  ended Six Month Period in respect of which  Quarterly  Management
Accounts have been delivered under the Agreement) was [ ].

We further  confirm that the ratio of Senior Debt (including for these purposes,
the amount of the Advance the subject of this notice) to Annualised Consolidated
EBITDA (determined as above) was [ ].

Words and  expressions  defined in the  Agreement  shall have the same  meanings
where used in this notice.

For and on behalf of
N.V. TeleKabel


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

                                      106
<PAGE>


                                   SCHEDULE 3
                                   ----------
    DOCUMENTS AND EVIDENCE REQUIRED AS CONDITIONS PRECEDENT TO FIRST ADVANCE
    ------------------------------------------------------------------------

(a)      A  copy,  certified  as a  true,  complete  and  up-to-date  copy by an
         Authorised  Officer of the Borrower,  of the constitutive  documents of
         each Obligor amended as agreed between the Borrower and the Agent.

(b)      A  copy,  certified  as  true,  complete  and  up-to-date  copy  by  an
         authorised officer of the Shareholder, of the constitutive documents of
         the Shareholder.

(c)      A  copy,  certified  as a  true,  complete  and  up-to-date  copy by an
         authorised officer of UPC, of the constitutive documents of UPC.

(d)      A copy,  certified  as a true  copy  by an  Authorised  Officer  of the
         Borrower,  of resolutions of the Supervisory  Board of Directors of the
         Borrower evidencing approval of this Agreement,  the Security Documents
         to which it is a party and  authorising  its  appropriate  officers  to
         execute and deliver this Agreement, such Security Documents and to give
         all notices and take all other action  required by the  Borrower  under
         this Agreement and each such Security Document.

(e)      A copy,  certified  as a true  copy  by an  Authorised  Officer  of the
         Borrower or a director or the secretary of the relevant  other Security
         Provider or Obligor of  resolutions  of the Board of  Directors of each
         Obligor and Security Provider evidencing approval of this Agreement and
         the Security  Documents to which they are a party and authorising their
         respective  appropriate  officers to execute and deliver this Agreement
         and such Security  Documents and to give all notices and take all other
         action required by such Obligor or Security Provider thereunder.

(f)      Specimen  signatures,  authenticated  by an  Authorised  Officer of the
         Borrower or a director or the secretary of the relevant  other Security
         Provider  or  Obligor,  of the persons  authorised  in the  resolutions
         referred to in paragraphs (d) and (e) above, together with originals of
         the powers of  attorney  granted  by the  Borrower  and any  Obligor or
         Security Provider in connection with the Finance Documents.

(g)      A copy,  certified  as a true  copy  by an  Authorised  Officer  of the
         Borrower or a director or the secretary of the relevant  other Security
         Provider or Obligor,  of all  consents,  authorisations,  licences  and
         approvals  required by each Obligor and Security Provider to authorise,
         or required by the same in connection  with, the  execution,  delivery,
         validity,   enforceability   and  admissibility  in  evidence  of  this
         Agreement and the Security Documents and the performance by the same of
         their  respective  obligations  under this  Agreement  and the Security
         Documents.

(h)       (i)  An opinion of Norton Rose,  dated not more than five Banking Days
               prior to the first Drawdown Date.

                                      107
<PAGE>


         (ii)  An opinion of Nauta  Dutilh,  legal  advisers to the Banks in The
               Netherlands,  dated not more than five  Banking Days prior to the
               first Drawdown Date.

        (iii)  An opinion of  Houthoff,  legal  advisers to the  Borrower in The
               Netherlands  dated not more than five  Banking  Days prior to the
               first Drawdown Date.

(i)      A copy,  certified  as a true  copy  by an  Authorised  Officer  of the
         Borrower  of a letter from each agent for receipt of service of process
         referred  to  this  Agreement  and  the  Security  Deed  accepting  its
         appointment.

(j)      The Share Securities,  the Account Pledge, the Subordination  Deed, the
         Receivables  Pledges,  the Moveables Pledges, the Pledge over Principal
         Agreements, the Pledge of Rights against Municipalities,  the Pledge of
         Rights  against  Casema,  the Pledge of  Intercompany  Claims,  the UPC
         Funding Undertaking and the Security Deed duly executed by the Obligors
         and Security  Providers as party thereto  together with all  documents,
         deeds,  notices and certificates  required to be delivered  pursuant to
         the terms thereof.

(k)      Original   irrevocable   power  of  attorney  to  the  Security   Agent
         authorising the Security Agent to execute a Mortgage Deed.

(l)      The audited  financial  statements  for the financial  year ended on 31
         December 1997 of the Shareholder and its Subsidiaries.

(m)      Quarterly  Management  Accounts in respect of the  Shareholder  and its
         Subsidiaries  in respect of the  Quarterly  Periods ended 31st December
         1998 and  Monthly  Information  in respect of the  Shareholder  and its
         Subsidaries in respect of the month ended 31st January 1999.

(n)      The report of A.D. Little, independent consultants to the Banks.

(o)      PricewaterhouseCoopers  audit on the  financial  model  together with a
         reliance letter in respect thereof from  PricewaterhouseCoopers  to the
         Agent.

(p)      Certified copies of all insurance policies and cover notes.

(q)      Copies, certified by the Authorised Officer of the Borrower to be true,
         complete and up to date copies of:

          (i)  the Principal Agreements; and

         (ii)  the Necessary Authorisations.

(r)      A legal  opinion of Holme  Roberts & Owen LLP,  legal  advisers  to the
         Borrower, confirming that the entry into the Facilities by the Borrower
         will not result in any default under the United International Holdings,
         Inc. Indenture dated 5th February, 1998.


                                      108
<PAGE>

(s)      Evidence that a minimum amount of NLG  412,000,000  has been on lent to
         the Borrower by the Shareholder by way of Subordinated Shareholder Loan
         and/or  subscribed in cash and/or assets by the  Shareholder for equity
         share capital in the Borrower.

(t)      Due diligence reports from (i) Houthoff and (ii) Nauta Dutilh.

(u)      A  certificate  from  NUON as to the  outstanding  amount  of the  NUON
         Facility as at the  anticipated  date of drawdown of the first  Advance
         together with account payment details.

(v)      The  fees  letter  referred  to  in  clauses 6 and 8 duly signed by the
         Borrower.

(w)       A list of receivables for the purposes of the Receivables Pledge.



                                      109
<PAGE>


                                   SCHEDULE 4
                                   ----------
                         CALCULATION OF ADDITIONAL COST
                         ------------------------------

1        The Additional  Cost for any period shall be calculated by the Agent in
         respect  of  each  period  for  which  it  falls  to be  calculated  in
         accordance with the following formula:

                                     Y001F
                                     -----   = per. cent per annum
                                      100

           F    =      The  amount  of Sterling per  (pound)1,000,000 of the fee
                       base  of  an  authorised   institution   payable  to  the
                       Financial Services Authority per annum  (disregarding any
                       minimum fee payable under the Fees Regulations)

           Y    =      The  fraction  of foreign currency liabilities taken into
                       account under the Fees Regulations in calculating the fee
                       base  (disregarding any offset for claims on non-resident
                       offices)

2        For the purposes of calculating the Additional Cost:

         (a)      the  formula is  applied  on the first day of each  period for
                  which it falls to be  calculated  (and the result  shall apply
                  for the duration of such period);

         (b)      each  amount is rounded up to the nearest four decimal places;
                  and

         (c)      if the formula produces a negative percentage,  the percentage
                  shall be taken as zero.

3        If alternative or additional financial  requirements are imposed by the
         Bank of England,  the Financial  Services Authority or any other United
         Kingdom  governmental  authority or agency which in the Agent's opinion
         (after  consultation  with  the  Banks)  make  the  formula  no  longer
         appropriate,  the Agent shall be entitled by notice to the  Borrower to
         stipulate  such  other  formula  as  shall  be  suitable  to  apply  in
         substitution  for the  formula.  Any such other  formula so  stipulated
         shall take effect in accordance with the terms of such notice.

4        In this schedule 4:

          "AUTHORISED" and "INSTITUTION"  have the meanings given to those terms
          in the Banking Act 1987;

          "BANK OF ENGLAND ACT" means the Bank of England Act 1998;

          "FEE BASE" has the meaning given to that term in the Fees Regulations;
          and

                                      110
<PAGE>


         "FEES  REGULATIONS"  means the Banking  Supervision  (Fees) Regulations
         1998 or the applicable  substitute  regulations  made under the Bank of
         England Act as are in force on the date of application of the formula.



                                      111
<PAGE>


                                   SCHEDULE 5
                                   ----------

                          FORM OF TRANSFER CERTIFICATE
                          ----------------------------

BANKS ARE ADVISED NOT TO EMPLOY  TRANSFER  CERTIFICATES  WITHOUT FIRST  ENSURING
THAT  THE  TRANSACTION  COMPLIES  WITH  ALL  APPLICABLE  LAWS  AND  REGULATIONS,
INCLUDING THE FINANCIAL SERVICES ACT 1986 AND REGULATIONS MADE THEREUNDER.

To:      MeesPierson N.V.
         Coolsingel 93
         PO Box 749
         3000 AS Rotterdam

         Attention: *                                                     * 19*

TRANSFER CERTIFICATE

This Transfer Certificate relates to an Agreement (as from time to time amended,
varied,  extended,  restated,  refinanced or replaced,  the "AGREEMENT") dated *
1999 between N.V.  TeleKabel as Borrower  (1), the entities  listed in part B of
schedule 1 thereto  as  Original  Guarantors  (2),  Bank of America  N.T & S.A.,
Citibank,  N.A., Deutsche Bank AG London,  MeesPierson N.A. and Paribas as Joint
Arrangers (3), the banks and financial  institutions  whose respective names and
addresses are set out in part A of schedule 1 thereto as Banks (4),  MeesPierson
N.V. as Overdraft Bank (5),  MeesPierson N.V. as Agent (6),  Stichting  Security
Agent N.V.  TeleKabel  as Security  Agent (7) and  MeesPierson  N.V. as Security
Agent  Guarantor (8). Terms defined in the Agreement shall have the same meaning
in this Transfer Certificate.

1         [Name of  Existing  Bank]  (the  "Existing  Bank")  (a)  confirms  the
          accuracy of the summary of its Commitment and  Contribution set out in
          the  schedule  to  this   Transfer   Certificate;   and  (b)  requests
          [Transferee  Bank]  (the  "TRANSFEREE")  to  accept  and  procure  the
          transfer  to the  Transferee  of the  portion  of its  Commitment  and
          Contribution specified in the schedule to this Transfer Certificate by
          counter-signing and delivering this Transfer  Certificate to the Agent
          at its address for the service of notices specified in the Agreement.

2         The  Transferee  requests  the Agent (on behalf of  itself,  the other
          Secured  Parties,  the Obligors and the Security  Providers) to accept
          this Transfer  Certificate as being delivered to the Agent pursuant to
          and for the  purposes of clause 18.4 of the  Agreement,  so as to take
          effect in accordance with its terms on [date of transfer],  [being not
          earlier than 5 Banking Days after date of delivery of the  Certificate
          to the Agent] (the "Effective Date").

3         The Agent (on behalf of itself and the other parties to the Agreement)
          confirms  the  assignment  and  transfer  effected  by  this  Transfer
          Certificate  pursuant  to and for the  purposes  of clause 18.4 of the
          Agreement.

                                      112
<PAGE>


4         The Transferee confirms:

          (a)  that it has received a copy of the  Agreement,  the Security Deed
               and all other  Security  Documents  and other  documentation  and
               information  required by it in connection  with the  transactions
               contemplated by this Transfer Certificate;

          (b)  that  it  has  made  its  own   assessment   of  the   execution,
               effectiveness,  adequacy, genuineness,  validity,  enforceability
               and  admissibility  in evidence of the  Agreement,  the  Security
               Documents  and this Transfer  Certificate  and has not relied and
               will not rely on the Existing Bank or any statements  made by the
               Existing Bank in that respect;

          (c)  that it has made and will  continue to make its own  appraisal of
               the creditworthiness of the Borrower and its Subsidiaries and its
               own  independent   investigation  of  the  financial   condition,
               prospects  and affairs of the Borrower and its  Subsidiaries  and
               has not  relied  and will not  rely on the  Existing  Bank or any
               other  Charging  Entity or any  statement,  opinion,  forecast or
               other  representation  made by the  Existing  Bank  or any  other
               Charging Entity in that respect;

          (d)  accordingly,  neither the  Existing  Bank nor any other  Charging
               Entity  shall  have  any  liability  or   responsibility  to  the
               Transferee in respect of any of the foregoing matters[; and]

          (e)  it is a Qualifying Bank.

5         Execution of this Transfer  Certificate by the Transferee  constitutes
          its  representation  to the Existing Bank and all other parties to the
          Agreement  and the Security  Deed that it has power to become party to
          the  Agreement and the Security Deed as a Bank on the terms herein and
          therein  set  out and has  taken  all  necessary  steps  to  authorise
          execution and delivery of this Transfer Certificate.

6         The  Transferee  hereby  undertakes to the Existing Bank, the Obligors
          and the other Finance  Parties that it will perform in accordance with
          their terms all those obligations which by the respective terms of the
          Agreement,  the Security Deed and all other Security Documents will be
          assumed by it after  acceptance  of this Transfer  Certificate  by the
          Agent.

7         The Transferee  acknowledges  that the Existing Bank has no obligation
          to  repurchase  or  reacquire  any  of  the  rights  and   obligations
          transferred  by virtue of this  Transfer  Certificate  or to  support,
          indemnify or compensate the Transferee for any losses  suffered by the
          Transferee as a consequence of the transfer effected by virtue of this
          Transfer Certificate.

8         The  Transferee  hereby  undertakes to the Existing Bank and the other
          Charging  Entities that it will perform in accordance with their terms

                                      113
<PAGE>

          all those  obligations  which by the respective terms of the Agreement
          and the Security  Deed will be assumed by it after  acceptance of this
          Transfer Certificate by the Agent.

9         This  Transfer  Certificate  and the  rights  and  obligations  of the
          parties hereunder are governed by and shall be construed in accordance
          with English law.

NOTE:  This  Transfer  Certificate  is not a security,  bond,  note,  debenture,
investment or similar instrument.

AS WITNESS the hands of the authorised  signatories of the parties hereto on the
date appearing below.
<TABLE>
<CAPTION>
                                             THE SCHEDULE

AMOUNT OF CONTRIBUTION                NEXT INTEREST PAYMENT DATE                    PORTION NOVATED
         euro                                                                         euro
<S>                                   <C>                                           <C>





       AMOUNT OF                                                                    PORTION NOVATED
       COMMITMENT                                                                       euro
         euro




                                 ADMINISTRATIVE DETAILS OF TRANSFEREE

Lending office:

Account for payments:

Telephone:

Telefax:

Attention:


[Existing Bank]                                                        [Transferee]
By:                                                           By:
Date:     
                                                              Date:
</TABLE>

                                      114
<PAGE>


The Agent
By:


on its own behalf
and on behalf of the other parties to the Agreement and the Security Deed

Date:


                                      115
<PAGE>


                                   SCHEDULE 6
                                   ----------

PART A - COMPLIANCE  CERTIFICATE TO BE DELIVERED BY AN AUTHORISED OFFICER OF THE
--------------------------------------------------------------------------------
BORROWER
--------

MeesPierson N.V.
Coolsingel 93
3012 AS Rotterdam
The Netherlands

Attention:  Mr L. J. M. Van Der Knaap                                     [Date]


Dear Sirs

N.V. TELEKABEL euro340,000,000 CREDIT FACILITIES
LOAN AGREEMENT DATED [ ], 1999 (AS FROM TIME TO TIME AMENDED,  VARIED, EXTENDED,
RESTATED, REFINANCED OR REPLACED THE "LOAN AGREEMENT")

We refer to the Loan  Agreement and deliver this  Certificate  in respect of the
Quarterly  Period ended  [Quarter Day] pursuant to clause  12.1(i)(ii)  thereof.
Terms  defined in the Loan  Agreement  shall have the same  meaning when used in
this Certificate.

We confirm that on or as of the last day of the Quarterly Period ending [*]:

1        Consolidated  EBITDA for the  Quarterly  Period ending on [Quarter Day]
         was [ ] [insert calculation details].

2        Consolidated  EBITDA before  Management  Fees for the Quarterly  Period
         ending on [Quarter Day] was [ ] [insert calculation details].

3        Annualised Consolidated EBITDA calculated by reference to the Six Month
         Period ending on [Quarter Day] was [ ] [insert calculation details]

4        Annualised  Consolidated  EBITDA before  Management  Fees calculated by
         reference to the six month period  ending on [Quarter  Day] was [insert
         calculation details].

5        As at [Quarter Day] Senior Debt was [                         ] [insert
         calculation details].

6        Senior Debt Cash  Interest  Charges for the 12 month  period  ending on
         [Quarter Day] were [ ] [insert calculation details].

7        1 Pro-Forma Senior Debt Service for the twelve months commencing [*] is
         [*].

--------------------------------------------------------------------------------
1  From and including 1st January 2002 only

                                      116
<PAGE>

Based on the above, we confirm that on [Quarter Day]:

1        The ratio of Senior  Debt to  Annualised  Consolidated  EBITDA  was [o]
         [insert calculation details].

2        Annualised  Consolidated  EBITDA before Management Fees exceeded 85 per
         cent. of twice the base case Consolidated EBITDA before Management Fees
         for the Six Month Period ending on [*] as shown in the Management  Base
         Case.

3        The  ratio of  Annualised  Consolidated  EBITDA  to  Senior  Debt  Cash
         Interest Charges was [*] [insert calculation details].

4        The ratio of  Annualised  Consolidated  EBITDA to Pro Forma Senior Debt
         Service was [*] [insert calculation details].1

5        Excess Cash Flow was [*]2.

Accordingly, we confirm that [save as disclosed in this certificate] on [Quarter
Day] the Borrower was in  compliance  with those  covenants  contained in clause
13.1 inclusive of the Loan Agreement which were applicable as at [Quarter Day].

We confirm that the representations  and warranties  contained in clause 11.1 of
the Loan  Agreement  to be repeated in  accordance  with clause 11.4 of the Loan
Agreement,  are true and correct as at the date hereof as if made with reference
to the facts and circumstances existing at such date.

For and on behalf of
N.V. TeleKabel



 .............................
Authorised Officer

--------------------------------------------------------------------------------
2  In respect of Quarterly Periods ending on 31st december only, commencing with
the Quarterly Period ending on 31st January 2002.

                                      117
<PAGE>


                                   SCHEDULE 6
                                   ----------
  PART B - COMPLIANCE CERTIFICATE TO BE DELIVERED BY THE AUDITORS OF THE GROUP
  ----------------------------------------------------------------------------

MeesPierson N.V.
Coolsingel 93
3012 AS Rotterdam
The Netherlands

Attention:  Mr L. J. M. Van Der Knaap                                     [Date]


Dear Sirs

N.V. TELEKABEL euro340,000,000 CREDIT FACILITIES
LOAN AGREEMENT DATED [ ], 1999 (AS FROM TIME TO TIME AMENDED,  VARIED, EXTENDED,
RESTATED, REFINANCED OR REPLACED THE "LOAN AGREEMENT")

We refer to the Loan  Agreement and deliver this  Certificate  in respect of the
Quarterly  Period ended  [Quarter Day] pursuant to clause  12.1(i)(ii)  thereof.
Terms  defined in the Loan  Agreement  shall have the same  meaning when used in
this Certificate.

We confirm that on or as of the last day of the Quarterly Period ending [*]:

1        Consolidated  EBITDA for the  Quarterly  Period ending on [Quarter Day]
         was [ ] [insert calculation details].

2        Consolidated  EBITDA before  Management  Fees for the Quarterly  Period
         ending on [Quarter Day] was [ ] [insert calculation details].

3        Annualised Consolidated EBITDA calculated by reference to the Six Month
         Period ending on [Quarter Day] was [ ] [insert calculation details]

4        Annualised  Consolidated  EBITDA before  Management  Fees calculated by
         reference to the six month period  ending on [Quarter  Day] was [insert
         calculation details].

5        As at [Quarter Day] Senior Debt was [                         ] [insert
         calculation details].

6        Senior Debt Cash  Interest  Charges for the 12 month  period  ending on
         [Quarter Day] were [ ] [insert calculation details].

7        Pro-Forma  Senior Debt Service for the twelve months commencing [*] is 
         [*].

Based on the above, we confirm that on [Quarter Day]:

1        The ratio of Senior  Debt to  Annualised  Consolidated  EBITDA  was [*]
         [insert calculation details].

                                      118
<PAGE>


2        Annualised  Consolidated  EBITDA before Management Fees exceeded 85 per
         cent. of twice the base case Consolidated EBITDA before Management Fees
         for the Six Month Period ending on [*] as shown in the Management  Base
         Case.

3        The  ratio of  Annualised  Consolidated  EBITDA  to  Senior  Debt  Cash
         Interest Charges was [*] [insert calculation details].

4        The ratio of  Annualised  Consolidated  EBITDA to Pro Forma Senior Debt
         Service was [*] [insert calculation details].1

5        Excess Cash Flow was [*].

Accordingly,  we confirm  that in our  opinion  [and save as  disclosed  in this
Certificate]  as at  [year  end]  the  Borrower  was in  compliance  with  those
covenants  contained in clause 13.1 of the Loan Agreement  which were applicable
as at [year end].

For and on behalf of

 ..............................
Auditors


                                      119
<PAGE>
<TABLE>
                                              SCHEDULE 7
                                              ----------
                                            REGISTRATIONS
                                            -------------

-------------------------------------- -------------------------- ---------------------------------
<S>                                    <C>                        <C>
DESCRIPTION                            REGISTERED NUMBER          HELD BY

-------------------------------------- -------------------------- ---------------------------------
Construction or offering a broadcast   900045                     N.V. TeleKabel
network ("Aanleggen of aanbieden van   (2 Feb 1999)
een omroepnetwerk")
-------------------------------------- -------------------------- ---------------------------------
Construction or offering of leased     900044                     N.V. TeleKabel
lines ("Aanleggen of aanbieden van     (2 Feb 1999)
huurlijnen")
-------------------------------------- -------------------------- ---------------------------------
Construction or offering of a public   900059                     N.V. Telekabel
telecommunication network              (12 Feb 1999)
("Aanleggen of aanbieden van een
openbaar telecommunicatienetwerk")
-------------------------------------- -------------------------- ---------------------------------
Offering of a public                   900043                     United TeleKabel Holding N.V.
telecommunication service              (2 Feb 1999)
("Aanbieder van een openbare
telecommunicatiedienst")
-------------------------------------- -------------------------- ---------------------------------
Registration Interconnection           40.012                     N.V. TeleKabel
                                       (26 Sept 1997)
-------------------------------------- -------------------------- ---------------------------------
Registration Special Access            40.514                     N.V. TeleKabel
                                       (26 Sept 1997)
-------------------------------------- -------------------------- ---------------------------------
</TABLE>



                                      120
<PAGE>


                                   SCHEDULE 8
                                   ----------
                              PRINCIPAL AGREEMENTS
                              --------------------


1    Management  Services  Agreement  dated on or about 5th  March,  1999,  made
     between (1) UTH and (2) the Borrower.


                                      121
<PAGE>


                                   SCHEDULE 9
                                   ----------
                     PART A - GUARANTOR'S DEED OF ACCESSION
                     --------------------------------------


To:               STICHTING SECURITY AGENT N.V. TELEKABEL as Security Agent

From:             [PROPOSED GUARANTOR] and [N.V. TELEKABEL]

Date:             [*]

N.V.  TELEKABEL  [euro]*  Revolving Credit  Agreement  converting to a term loan
dated  *,  1999 (as  from  time to time  amended,  varied,  extended,  restated,
refinanced or replaced the "FACILITY AGREEMENT")

We refer to clause  [10.16] of the  Facility  Agreement.  Words and  expressions
defined in the Facility Agreement have the same meanings when used in this Deed.

We, [name of company] of [address] agree to become an Acceding  Guarantor and to
be bound by the terms of the  Facility  Agreement  as an Acceding  Guarantor  in
accordance with clause 10.16 of the Facility  Agreement and the Security Deed as
a Guarantor in accordance with clause 10.5 of the Security Deed.

[LOCAL LAW LIMITATIONS ON AMOUNTS GUARANTEED BY ACCEDING GUARANTOR (IF ANY)]

Our  address  for  notices  for the  purposes  of  clause  19.1 of the  Facility
Agreement is:

[*]

This Deed is intended to be executed as a deed and is governed by English law.

[PROPOSED GUARANTOR]                            [N.V. TELEKABEL]
[Appropriate execution clause]                  [Appropriate execution clause]
By:                                             By:


By:

STICHTING SECURITY AGENT N.V. TELEKABEL
[Appropriate execution clause]


By:


                                      122
<PAGE>


                                   SCHEDULE 9
                                   ----------
    PART B - DOCUMENTS AND EVIDENCE TO BE DELIVERED BY AN ACCEDING GUARANTOR
    ------------------------------------------------------------------------

(a)      Guarantor's  Deed  of  Accession,  duly   executed  under  seal  by the
         Acceding Guarantor and the Borrower;

(b)      a Share  Security  over the  shares  of the  Acceding  Guarantor,  duly
         executed as a deed by the parties to it (the "Relevant Shareholders");

(c)      a Moveables Pledge, a Pledge over any Principal Agreements, a Pledge of
         Intercompany  Claims and a Pledge of Rights against  Municipalities  to
         which the Acceding  Guarantor is a party duly executed as a deed by the
         Acceding  Guarantor and such other Security  Documents as the Agent may
         require;

(d)      an  original  irrevocable  power  of  attorney  to the  Security  Agent
         authorising the Security Agent to execute an Immovables Pledge;

(e)      a  copy  of  the  constitutional  documents  of  each  of the  Acceding
         Guarantor and the Relevant Shareholders;

(f)      a copy  of a  resolution  of the  board  of  directors  of  each of the
         Acceding  Guarantor and Relevant  Shareholders  approving the terms of,
         and  the   transactions   contemplated  by,  the  Guarantor's  Deed  of
         Accession,   the  relevant  Security  Documents  (as  appropriate)  and
         authorising  its  appropriate  officers  to  execute  and  deliver  the
         Guarantor's  Deed of  Accession,  the relevant  Security  Documents (as
         appropriate) and give all notices and take all other action required by
         it under the Finance Documents;

(g)      a certificate of a director of the Acceding  Guarantor  certifying that
         the amounts to be guaranteed by the Acceding  Guarantor would not cause
         any guaranteeing limit binding on it to be exceeded;

(h)      a copy  of any  other  authorisation  or  other  document,  opinion  or
         assurance  which is necessary for the execution,  delivery and validity
         and  enforceability of the Guarantor's Deed of Accession,  the relevant
         Security Documents or the Share Security;

(i)      a  specimen of the signature of each person  authorised by a resolution
         referred to in paragraph (f) above;

(j)      if  available,  a copy of the latest  audited  accounts of the Acceding
         Guarantor;

(k)      a legal  opinion of English  legal  advisers,  acceptable to the Agent,
         addressed   to  the   Security   Agent   Guarantor  on  behalf  of  the
         Beneficiaries (as defined in the Security Deed)

(l)      if the Acceding Guarantor and/or a Relevant Shareholder is incorporated
         in a jurisdiction  outside England,  a legal opinion of legal advisers,
         acceptable to the Agent, in the  jurisdiction of  incorporation  of the
         Acceding  Guarantor  and/or  Relevant   Shareholder  (as  appropriate),

                                      123
<PAGE>

         addressed   to  the   Security   Agent   Guarantor  on  behalf  of  the
         Beneficiaries (as defined in the Security Deed);

(m)      a certificate of an authorised  signatory of the Acceding Guarantor and
         each Relevant Shareholder  certifying that each copy document specified
         in part B of this  schedule 9 and  relating to it is correct,  complete
         and in full force and  effect as at a date no earlier  than the date of
         the Guarantor's  Deed of Accession or relevant  Security  Documents (as
         appropriate);

(n)      a  certificate  of an authorised  signatory of the Borrower  confirming
         that its  constitutional  documents  have not been amended (or, if they
         have,  enclosing a copy of the amended  constitutional  documents)  and
         that all  authorisations  and  resolutions  authorising its appropriate
         officers  to execute  and deliver  the  Guarantor's  Deed of  Accession
         remain in full force and effect;

(o)      if applicable,  share certificates and stock transfer forms executed in
         blank and all other documents  required to be delivered to the Security
         Agent in  connection  with the relevant  Share  Security and such other
         documents  as  may  be  required  pursuant  to  the  relevant  Security
         Documents; and

(p)      such other  documents as the Agent may reasonably  require after taking
         the advice of the legal advisers  referred to in paragraphs  (k)and (l)
         above.


                                      124
<PAGE>
<TABLE>
<CAPTION>


                                             SCHEDULE 10
                                             -----------
                      FORM OF QUARTERLY MANAGEMENT ACCOUNTS/MONTHLY INFORMATION
                      ---------------------------------------------------------
                                    CABLE TELEVISION - STATISTICS
                                    -----------------------------

----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
OPERATING STATISTICS        MONTHLY         MONTHLY        VARIANCE          YTD              YTD        VARIANCE
                         [MONTH,YEAR]     [MONTH,YEAR]                  [MONTH,YEAR]     [MONTH,YEAR]
                            ACTUAL           BUDGET                        ACTUAL           BUDGET
<S>                       <C>              <C>             <C>          <C>              <C>             <C>
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
Homes in Franchise
Area
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
Homes Passed
(serviceable)
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
% of Homes  Passed  in
Franchise Area
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------

----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
Subscribers
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
Basic
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
Enhanced Basic
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
Premium
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
Pay Per View Events
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
Other
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------

----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
Penetration
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
Basic
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
Enhanced Basic
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
Premium
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------

----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
Average revenue per
subscriber
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
Lifeline
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
Basic
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
Enhanced Basic
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
Premium
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
Pay Per View Events
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------

----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
Other Key Statistics
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
Number of Employees
(period end)
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
Hit Ratio (PPV)
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------

----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
First Connections
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
Reconnections
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
Disconnections
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
Churn Rate (basic
subscribers)
----------------------- ---------------- --------------- ------------- ---------------- ---------------- -------------
</TABLE>
                                      125
<PAGE>
<TABLE>
<CAPTION>                              CABLE TELEPHONY - STATISTICS
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
OPERATING STATISTICS        MONTHLY          MONTHLY        VARIANCE         YTD              YTD        VARIANCE
                         [MONTH,YEAR]     [MONTH,YEAR]                   [MONTH,YEAR]    [MONTH,YEAR]
                            ACTUAL           BUDGET                         ACTUAL          BUDGET
<S>                       <C>             <C>               <C>          <C>              <C>            <C>
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Homes in Franchise
Area
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Homes Passed
(serviceable)
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Business Passed
(serviceable)
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Small Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Medium Business
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Large Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
% of Homes Passed  in
Franchise Area
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
% of  Bus. Passed  in
Franchise Area
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------

----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Subscribers
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Residential
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Business
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Small Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Medium Business
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Large Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------

----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Lines Served
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Residential
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Business
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Small Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Medium Business
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Large Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------

----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Penetration
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Residential
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Business
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Small Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Medium Business
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Large Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------

----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Average revenue per
subscriber
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Residential
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Business
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Small Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Medium Business
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Large Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------

                                      126

<PAGE>

----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Average revenue per
line
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Residential
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Business
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Small Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Medium Business
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Large Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------

----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Other Key Statistics
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Number of Employees
(period end)
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------

----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Lines per subscriber
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Residential
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Small Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Medium Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Large Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------

----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
First Connections
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Reconnections
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Disconnections
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Churn Rate (total
subscribers)
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
</TABLE>
                                      127
<PAGE>
<TABLE>
<CAPTION>

                                   CABLE DATASERVICES - STATISTICS
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
OPERATING STATISTICS        MONTHLY          MONTHLY        VARIANCE         YTD              YTD          VARIANCE
                         [MONTH,YEAR]     [MONTH,YEAR]                   [MONTH,YEAR]    [MONTH,YEAR]
                            ACTUAL           BUDGET                         ACTUAL          BUDGET
<S>                      <C>              <C>                <C>         <C>              <C>              <C>
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Homes in Franchise
Area
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Homes Passed
(serviceable)
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Businesses Passed
(serviceable)
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Small Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Medium Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Large Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
% of Homes Passed  in
Franchise Area
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
% of  Bus. Passed  in
Franchise Area
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------

----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Subscribers
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Residential
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Business - Small
Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Business - Medium
Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Business - Large
Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Other
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Total Subscribers
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------

----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Penetration
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Residential
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Business
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Small Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Medium Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Large Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------

----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Average revenue per
subscriber
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Residential
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Business
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Small Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Medium Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Large Office
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------

----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Other Key Statistics
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Number of Employees
(period end)
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------

                                      128
<PAGE>

----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
First Connections
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Reconnections
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Disconnections
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Churn Rate
----------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
</TABLE>


                                      129
<PAGE>
<TABLE>
<CAPTION>                                  PROFIT AND LOSS ACCOUNT (NLG `000)
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
PROFIT & LOSS               MONTLY           MONTHLY        VARIANCE         YTD              YTD          VARIANCE
ACCCOUNT                [MONTH,YEAR]     [MONTH,YEAR]                   [MONTH,YEAR]    [MONTH,YEAR]
                           ACTUAL           BUDGET                         ACTUAL          BUDGET
<S>                     <C>              <C>                <C>          <C>            <C>                <C>
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Revenue
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Cable Television
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Cable Telephony
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Cable Dataservices
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Other
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Total revenue
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------

---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Direct Costs
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Cable Television
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Cable Telephony
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Cable Dataservices
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Other
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Total Direct Costs
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------

---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Expenses
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Expenses
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
- Franchise Fees
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Total Expenses
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------

---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Net Operating
Income/(Loss)/EBITDA
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
% NOI versus Revenue
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------

---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Depreciation and
Amortisation
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Management Fee/GSA
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Internal Financial
Expenses/(Income)
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
External Financial
Expenses/(Income)
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Other Business
(Income)/Charges
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------

---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Income/(Loss) Before
Taxes
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------

---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Dividend Income
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Income Taxes
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Minority Share
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Income
Unconsolidated
Companies
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Other Income
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------

                                      130
<PAGE>

---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Net Income/(Loss)
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
</TABLE>




                                      131

<PAGE>
<TABLE>
<CAPTION>

                                    CASH FLOW STATEMENT (NLG `000)
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
CASH FLOW                  MONTHLY          MONTHLY        VARIANCE         YTD              YTD          VARIANCE
                        [MONTH,YEAR]     [MONTH,YEAR]                   [MONTH,YEAR]    [MONTH,YEAR]
                           ACTUAL           BUDGET                         ACTUAL          BUDGET
<S>                      <C>              <C>              <C>           <C>            <C>               <C>
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Sources of Operation
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Net Income/(Loss)
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Add:  Depreciation &
Amortisation
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Increase/(Decrease)
in Working Capital
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
-   plus  Management
Fees payable
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
-   less  Management
Fees paid
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Total Sources of
Operation
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------

---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Investments
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Cable Television
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Cable Telephony
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Cable Dataservices
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Capex Other
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Total Investments
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------

---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Financing
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Internal Financing
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
External Financing
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Senior Facility
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Other Bankloans
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Total Financing
Sources
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------

---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Increase/(Decrease)
in Cash
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------

---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Beginning Cash
Balance
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Exchange Rate
Adjustment BB
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
Ending Cash Balance
---------------------- ---------------- ---------------- ------------- --------------- ---------------- -------------
</TABLE>
                                      132
<PAGE>
<TABLE>
<CAPTION>
                                       BALANCE SHEET (NLG `000)
---------------------------------- ------------------ ----------------- -----------------
ASSETS                                  MONTHLY           MONTHLY           VARIANCE
                                     [MONTH,YEAR]       [MONTH,YEAR]
                                        ACTUAL             BUDGET
<S>                                  <C>                <C>                 <C>
---------------------------------- ------------------ ----------------- -----------------
ASSETS
---------------------------------- ------------------ ----------------- -----------------
Gross Intangible Fixed Assets
---------------------------------- ------------------ ----------------- -----------------
Accumulated Amortisation
---------------------------------- ------------------ ----------------- -----------------
NET INTANGIBLE FIXED ASSETS
---------------------------------- ------------------ ----------------- -----------------

---------------------------------- ------------------ ----------------- -----------------
Gross Tangible Fixed Assets
---------------------------------- ------------------ ----------------- -----------------
Accumulated Depreciation
---------------------------------- ------------------ ----------------- -----------------
NET TANGIBLE FIXED ASSETS
---------------------------------- ------------------ ----------------- -----------------

---------------------------------- ------------------ ----------------- -----------------
Investment in Non Cons. Companies
---------------------------------- ------------------ ----------------- -----------------
Advances
---------------------------------- ------------------ ----------------- -----------------
Loans receivable from
Participations
---------------------------------- ------------------ ----------------- -----------------
Loans receivable from Uncons.
Companies
---------------------------------- ------------------ ----------------- -----------------
Non Current Financial Assets
---------------------------------- ------------------ ----------------- -----------------
Stocks and Bonds
---------------------------------- ------------------ ----------------- -----------------
Assets held for sale
---------------------------------- ------------------ ----------------- -----------------
FINANCIAL FIXED ASSETS
---------------------------------- ------------------ ----------------- -----------------

---------------------------------- ------------------ ----------------- -----------------
Liquid Assets
---------------------------------- ------------------ ----------------- -----------------
Trade Debtors
---------------------------------- ------------------ ----------------- -----------------
Sundry Debtors
---------------------------------- ------------------ ----------------- -----------------
Prepaid Expenses
---------------------------------- ------------------ ----------------- -----------------
VAT Receivable
---------------------------------- ------------------ ----------------- -----------------
IC Receivables from
Participations
---------------------------------- ------------------ ----------------- -----------------
IC Interest Receivable from
Participations
---------------------------------- ------------------ ----------------- -----------------
IC GSA Receivable from
Participations
---------------------------------- ------------------ ----------------- -----------------
Accounts Rec. Uncons. Companies
---------------------------------- ------------------ ----------------- -----------------
Inventory
---------------------------------- ------------------ ----------------- -----------------
Other
---------------------------------- ------------------ ----------------- -----------------

---------------------------------- ------------------ ----------------- -----------------
TOTAL CURRENT ASSETS
---------------------------------- ------------------ ----------------- -----------------

---------------------------------- ------------------ ----------------- -----------------
TOTAL ASSETS
---------------------------------- ------------------ ----------------- -----------------
</TABLE>
                                      133

<PAGE>
<TABLE>
<CAPTION>

                                        BALANCE SHEET (NLG `000)
------------------------------------ ---------------- ----------------- ----------------
LIABILITIES & CAPITAL                    MONTHLY          MONTHLY          VARIANCE
                                      [MONTH,YEAR]      [MONTH,YEAR]
                                         ACTUAL            BUDGET
<S>                                   <C>               <C>                <C>
------------------------------------ ---------------- ----------------- ----------------
EQUITY
------------------------------------ ---------------- ----------------- ----------------
Share Capital
------------------------------------ ---------------- ----------------- ----------------
Additional Paid-In Capital Current
Year
------------------------------------ ---------------- ----------------- -----------------
Reserves
------------------------------------ ---------------- ----------------- ----------------
Transaction difference
------------------------------------ ---------------- ----------------- ----------------
Retained Earnings
------------------------------------ ---------------- ----------------- ----------------
Result Current Year
------------------------------------ ---------------- ----------------- ----------------
Transl. Adjustm. Result for the
Year
------------------------------------ ---------------- ----------------- ----------------
Minority Interest
------------------------------------ ---------------- ----------------- ----------------
TOTAL SHAREHOLDERS EQUITY
------------------------------------ ---------------- ----------------- ----------------

------------------------------------ ---------------- ----------------- ----------------
Liabilities
------------------------------------ ---------------- ----------------- ----------------
Pensions/Early Retirement
------------------------------------ ---------------- ----------------- ----------------
Deferred Taxes
------------------------------------ ---------------- ----------------- ----------------
Other Provisions
------------------------------------ ---------------- ----------------- ----------------
TOTAL PROVISIONS
------------------------------------ ---------------- ----------------- ----------------

------------------------------------ ---------------- ----------------- ----------------
Loans from Participations
------------------------------------ ---------------- ----------------- ----------------
Third Party Term Loan - Facility A
------------------------------------ ---------------- ----------------- ----------------
LONG TERM DEBT
------------------------------------ ---------------- ----------------- ----------------

------------------------------------ ---------------- ----------------- ----------------
Trade Creditors
------------------------------------ ---------------- ----------------- ----------------
IC Accounts Payable Cons. Companies
------------------------------------ ---------------- ----------------- ----------------
Deferred Revenue
------------------------------------ ---------------- ----------------- ----------------
Accrued Liabilities
------------------------------------ ---------------- ----------------- ----------------
Accrued Management Fees
------------------------------------ ---------------- ----------------- ----------------
Accrued Interest
------------------------------------ ---------------- ----------------- ----------------
Subscriber Deposits
------------------------------------ ---------------- ----------------- ----------------
Sundry Creditors
------------------------------------ ---------------- ----------------- ----------------
TOTAL CURRENT LIABILITIES
------------------------------------ ---------------- ----------------- ----------------

------------------------------------ ---------------- ----------------- ----------------
TOTAL LIABILITIES
------------------------------------ ---------------- ----------------- ----------------

------------------------------------ ---------------- ----------------- ----------------
TOTAL EQUITY & LIABILITIES
------------------------------------ ---------------- ----------------- ----------------
</TABLE>
                                      134

<PAGE>


                                   SCHEDULE 11

                              MANAGEMENT BASE CASE


                                      135

<PAGE>
THE BORROWER
------------

SIGNED for and on behalf of                           )
N.V. TELEKABEL                                        )     /S/ ONNO ZUIDEMA
by:                                                   )         (as attorney)




THE GUARANTORS
--------------

SIGNED for and on behalf of                           )
CAI-GELDERMALSEN B.V.                                 )     /S/ ONNO ZUIDEMA
by:                                                   )         (as attorney)


SIGNED for and on behalf of                           )
CAI-WIJCHEN B.V.                                      )     /S/ ONNO ZUIDEMA
by:                                                   )         (as attorney)


SIGNED for and on behalf of                           )
CAI-TIEL B.V.                                         )     /S/ ONNO ZUIDEMA
by:                                                   )         (as attorney)


SIGNED for and on behalf of                           )
CAI-BUREN B.V.                                        )     /S/ ONNO ZUIDEMA
by:                                                   )         (as attorney)


SIGNED for and on behalf of                           )
CAI-DODEWAARD B.V.                                    )     /S/ ONNO ZUIDEMA
by:                                                   )         (as attorney)


SIGNED for and on behalf of                           )
CAI-NEERIJNEN-WEST B.V.                               )     /S/ ONNO ZUIDEMA
by:                                                   )         (as attorney)


SIGNED for and on behalf of                           )
CAI-MIDDEN-BETUWE B.V.                                )     /S/ ONNO ZUIDEMA
by:                                                   )         (as attorney)


                                      157
<PAGE>



SIGNED for and on behalf of                           )
KABELEXPLOITATIEMAATSCHEPPIJ                          )
CAI-RENKUM B.V.                                       )     /S/ ONNO ZUIDEMA
by:                                                   )         (as attorney)


SIGNED for and on behalf of                           )
CAI-WAGENINGEN B.V.                                   )     /S/ ONNO ZUIDEMA
by:                                                   )         (as attorney)


SIGNED for and on behalf of                           )
CAI-OVER-BETUWE B.V.                                  )     /S/ ONNO ZUIDEMA
by:                                                   )         (as attorney)


SIGNED for and on behalf of                           )
CAI-HETEREN B.V.                                      )     /S/ ONNO ZUIDEMA
by:                                                   )         (as attorney)


SIGNED for and on behalf of                           )
CAI-ELST B.V.                                         )     /S/ ONNO ZUIDEMA
by:                                                   )         (as attorney)


SIGNED for and on behalf of                           )
CAI-BEMMEL B.V.                                       )     /S/ ONNO ZUIDEMA
by:                                                   )         (as attorney)


SIGNED for and on behalf of                           )
CAI-VALBURG B.V.                                      )     /S/ ONNO ZUIDEMA
by:                                                   )         (as attorney)


SIGNED for and on behalf of                           )
CAI-GENDT B.V.                                        )     /S/ ONNO ZUIDEMA
by:                                                   )         (as attorney)


SIGNED for and on behalf of                           )
CAI-ALMERE B.V.                                       )     /S/ ONNO ZUIDEMA
by:                                                   )         (as attorney)




                                      158
<PAGE>

SIGNED for and on behalf of                           )
CAI-LINGEWAAL B.V.                                    )     /S/ ONNO ZUIDEMA
by:                                                   )         (as attorney)


SIGNED for and on behalf of                           )
CAI-DRONTEN B.V.                                      )     /S/ ONNO ZUIDEMA
by:                                                   )         (as attorney)


SIGNED for and on behalf of                           )
CAI-LELYSTAD B.V.                                     )     /S/ ONNO ZUIDEMA
by:                                                   )         (as attorney)


SIGNED for and on behalf of                           )
CAI-DRUTEN B.V.                                       )     /S/ ONNO ZUIDEMA
by:                                                   )         (as attorney)


SIGNED for and on behalf of                           )
CAI-NKM NIJMEGEN B.V.                                 )     /S/ ONNO ZUIDEMA
by:                                                   )         (as attorney)




THE JOINT ARRANGERS
-------------------

SIGNED for and on behalf of                           )
BANK OF AMERICA INTERNATIONAL LIMITED                 )     /S/ MARTIN CROCKER
by:                                                   )


SIGNED for and on behalf of                           )
CITIBANK, N.A.                                        )     /S/ GRAHAM THROWER
by:                                                   )


SIGNED for and on behalf of                           )
DEUTSCHE BANK AG LONDON                               )     /S/ MARTIN FLAHERTY
by:                                                   )         ALISON PRING


SIGNED for and on behalf of                           )
MEESPIERSON N.V.                                      )     /S/ KEVIN HARBER
by:                                                   )         (as attorney)




                                      159
<PAGE>



SIGNED for and on behalf of                           )
PARIBAS                                               )     /S/ KEVIN HARBER
by:                                                   )         (as attorney)




THE OVERDRAFT BANK
------------------

SIGNED for and on behalf of                           )
MEESPIERSON N.V.                                      )     /S/ KEVIN HARBER
by:                                                   )         (as attorney)


THE BANKS
---------

SIGNED for and on behalf of                           )
NB INTERNATIONAL FINANCE B.V.                         )     /S/ KEVIN HARBER
by:                                                   )


SIGNED for and on behalf of                           )
CITIBANK, N.A.                                        )     /S/ GRAHAM THROWER
by:                                                   )


SIGNED for and on behalf of                           )
DEUTSCHE BANK AG LONDON                               )     /S/ MARTIN FLAHERTY
by:                                                   )         ALISON PRING


SIGNED for and on behalf of                           )
MEESPIERSON N.V.                                      )     /S/ KEVIN HARBER
by:                                                   )         (as attorney)


SIGNED for and on behalf of                           )
PARIBAS                                               )     /S/ KEVIN HARBER
by:                                                   )         (as attorney)




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THE AGENT
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SIGNED for and on behalf of                           )
MEESPIERSON N.V.                                      )     /S/ KEVIN HARBER
by:                                                   )         (as attorney)



THE SECURITY AGENT

SIGNED for and on behalf of                           )
STICHTING SECURITY AGENT N.V. TELEKABEL               )     /S/ KEVIN HARBER
by:                                                   )         (as attorney)



THE SECURITY AGENT GUARANTOR

SIGNED for and on behalf of                           )
MEESPIERSON N.V.                                      )     /S/ KEVIN HARBER
by:                                                   )         (as attorney)






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