<Page>

                                                                     Exhibit 4.3

                                   PRIMACOM AG
                                   as Borrower

                                       and

                            PRIMACOM MANAGEMENT GmbH
                                  as Guarantor

                                       and

                                 J.P. MORGAN PLC
                                BARCLAYS CAPITAL
                         DRESDNER BANK AG, LONDON BRANCH
                     LEHMAN BROTHERS INTERNATIONAL (EUROPE)
                             T D BANK EUROPE LIMITED
                                  as Arrangers

                                       and

                           J.P. MORGAN EUROPE LIMITED
                          as Agent and Security Trustee

                                       and

                                     OTHERS

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

                                 EURO 375,000,000
                        SECOND SECURED FACILITY AGREEMENT

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

<Page>

                                    CONTENTS

<Table>
<Caption>
CLAUSE                                                                               PAGE
<S>                                                                                    <C>
1.  Interpretation                                                                      1
2.  The Facilities                                                                     20
3.  Purpose                                                                            20
4.  Conditions Precedent                                                               20
5.  Nature Of Banks' And Borrower's Obligations                                        21
6.  Utilisation Of The Facility                                                        22
7.  Interest                                                                           22
8.  Shareholder Approval And Share Conversion                                          23
9.  Repayment                                                                          24
10. Voluntary Prepayment                                                               24
11. Mandatory Prepayment                                                               25
12. Taxes                                                                              27
13. Tax Receipts                                                                       28
14. Increased Costs                                                                    29
15. Illegality                                                                         30
16. Mitigation                                                                         31
17. Representations                                                                    31
18. Information                                                                        36
19. Financial Condition                                                                38
20. Covenants                                                                          43
21. Events Of Default                                                                  54
22. Default Interest And Indemnity                                                     57
23. Currency Of Account And Payment                                                    59
24. Payments                                                                           60
25. Set-Off                                                                            62
26. Redistribution Of Payments                                                         62
27. Fees                                                                               63
28. Costs And Expenses                                                                 63
29. Guarantee                                                                          64
30. Preservation Of Rights                                                             65
31. The Agent, The Arrangers And The Banks                                             67
32. Benefit Of Agreement                                                               71
</Table>

                                      - i -
<Page>

<Table>
<S>                                                                                    <C>
33. Assignments And Transfers By The Obligors                                          71
34. Assignments And Transfers By Banks                                                 71
35. Disclosure Of Information                                                          73
36. Sub-Participation                                                                  73
37. Calculations And Evidence Of Debt                                                  73
38. Remedies And Waivers                                                               74
39. Partial Invalidity                                                                 74
40. Notices                                                                            74
41. Counterparts                                                                       75
42. Group Structure Changes And Permissions                                            76
43. Amendments, Consents                                                               76
44. Law                                                                                77
45. Jurisdiction                                                                       77

SCHEDULE 1 THE BANKS                                                                   79

SCHEDULE 2 FORM OF TRANSFER CERTIFICATE                                                80

SCHEDULE 3 CONDITION PRECEDENT DOCUMENTS                                               83

SCHEDULE 4 NOTICE OF DRAWDOWN AND SELECTION NOTICE                                     85

SCHEDULE 5 FORM OF COMPLIANCE CERTIFICATE                                              87

SCHEDULE 6 QUARTERLY SUBSCRIBER CERTIFICATE                                            89
</Table>

                                     - ii -
<Page>

THIS AGREEMENT is dated 25 March 2002 and made

BETWEEN

(1)    PRIMACOM AG as borrower (the "BORROWER");

(2)    PRIMACOM MANAGEMENT GmbH as guarantor (the "GUARANTOR" or "PMG");

(3)    J.P. MORGAN PLC, BARCLAYS CAPITAL, DRESDNER BANK AG, LONDON BRANCH,
       LEHMAN BROTHERS INTERNATIONAL (EUROPE) AND T D BANK EUROPE LIMITED as
       arrangers (the "ARRANGERS");

(4)    J.P. MORGAN EUROPE LIMITED as agent (the "AGENT") and as security trustee
       (the "SECURITY TRUSTEE"); and

(5)    THE FINANCIAL INSTITUTIONS named in Schedule 1.

NOW IT IS HEREBY AGREED as follows:

1.     INTERPRETATION

1.1    IN THIS AGREEMENT:

       "ACCOUNT PLEDGE" means an account pledge agreement over the Charged
       Account;

       "ACQUISITION" means any acquisition, whether by way of share or asset
       purchase by members of the Group of any entity which engages in, or any
       business which relates to, the provision of Broadband Services;

       "AMENDMENT DATE" has the meaning given to that term in the Co-ordination
       Agreement;

       "ANNUALISED EBITDA" means, at any time, Consolidated EBITDA for the most
       recently ended Quarterly Period, multiplied by four (as adjusted to
       reflect any Acquisitions and Asset Disposals during such Quarterly
       Period);

       "APPROVED TARGET" means any entity or business which is located in
       Germany or the Netherlands or any other jurisdiction acceptable to an
       Instructing Group and, in each case, whose principal activities are
       related to the provision of Broadband Services;

       "ASSET DISPOSAL" means any disposal of any assets by any member of the
       Group after the date of this Agreement other than any disposal of assets
       permitted in accordance with paragraphs (b), (d) and (e) of sub-clause
       20.2.5 of Clause 20.2 (NEGATIVE COVENANTS);

       "AVAILABILITY PERIOD" means the period commencing on the date of this
       Agreement and ending 14 days thereafter;

       "AVAILABLE COMMITMENT" means, in relation to a Bank at any time and, save
       as otherwise provided herein, such Bank's Commitment at such time less
       the amount of that Bank's participation in the Loan outstanding
       hereunder;

                                      - 1 -
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       "BANK" means any bank or financial institution:

       (a)       named in Schedule 1 (THE BANKS); or

       (b)       which has become a party hereto as a Bank in accordance with
                 Clause 34.2 (ASSIGNMENTS BY BANKS) or Clause 34.3 (TRANSFERS BY
                 BANKS),

       and which has not ceased to be a party hereto in accordance with the
       terms hereof;

       "BENEFICIARIES" means the Security Trustee, the Agent, the Arrangers and
       the Banks;

       "BORROWER DEBT" means any indebtedness for borrowed money of the Borrower
       other than indebtedness arising under this Facility or the Senior Notes
       but including, without limitation, the Take-out Debt;

       "BROADBAND SERVICES" means cable television services, internet and other
       broadband telecommunications services (including (without limitation)
       voice telephony services);

       "BUSINESS DAY" means a day (other than a Saturday or Sunday) on which
       banks generally are open for business in London and (in relation to any
       date for payment or purchase of a sum denominated in EURO) any TARGET
       Day;

       "BUSINESS PLAN" means the Original Business Plan, or at any time after
       the consolidated business plan of the Financial Group is delivered
       pursuant to sub-clause 18.1.3 of Clause 18.1 (FINANCIAL STATEMENTS), the
       most recent consolidated business plan delivered pursuant thereto;

       "CAPITAL EXPENDITURE" means any expenditure (including any obligation in
       respect of the capital element of any finance lease or capital lease) for
       the acquisition of equipment, fixed assets, real property, intangible
       assets and other assets of a capital nature, or for the replacements or
       substitutions therefor or additions or improvements thereto, that in any
       such case have a useful life of more than one year together with costs
       incurred in connection therewith;

       "CHARGED ACCOUNT" means an interest bearing account with the Security
       Trustee in the name of the Borrower, which is pledged in favour of the
       Banks pursuant to an Account Pledge;

       "CLOSING DATE" means the date of this Agreement;

       "COMMITMENT" means in relation to a Bank at any time and save as
       otherwise provided herein, the amount in EURO set opposite its name in
       Schedule 1 (THE BANKS);

       "COMPLIANCE CERTIFICATE" means a certificate substantially in the form
       set out in Schedule 5 (FORM OF COMPLIANCE CERTIFICATE);

       "CONSIDERATION" means, at any time, the value of cash or cash equivalent
       assets actually paid or to be paid by any member of the Group in respect
       of any Acquisition (including any escrow deposits), together with all
       indebtedness and liabilities to any person, including any contingent
       payments (whether related to future earnings, operations or otherwise)
       payable in the future (determined in accordance with the reasonable
       estimate

                                      - 2 -
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       of the Borrower, which estimate shall be agreed by the Instructing Group
       (such agreement not to be unreasonably withheld or delayed)), plus any
       incidental or consequential costs (including any redundancy payments,
       restructuring expenses or any other rationalisation costs and whether
       accounted for as a capitalised expense or through the raising of a
       provision) likely to be incurred by the Group arising in connection with
       or as a result of the Acquisition as notified to the Agent by the
       Borrower (if such costs exceed 1 per cent. of the Consideration);

       "CONSOLIDATED EBITDA" means, at any time and in respect of any Quarterly
       Period, the EBITDA of the Financial Group;

       "CONTINGENT VALUE RIGHT AGREEMENT" means the agreement, in the form of
       Exhibit B to the Existing Facility, dated as of September 18, 2000 as
       amended and restated from time to time and made between PrimaCom AG and
       Chase Securities INC.

       "CO-ORDINATION AGREEMENT" means the agreement dated on or about the date
       of this Agreement between PrimaCom AG, PMG and certain other members of
       the Group, the Agent, the Security Trustee, the Arrangers, the Banks, the
       Senior Agent, the Senior Security Trustee, the Senior Lead Arrangers, the
       Senior Lenders and JP Morgan AG as fronting bank and overdraft bank

       "CVRS" means the CVRs of the Borrower as defined in the Contingent Value
       Right Agreement;

       "DEFERRED CONSIDERATION" means any amounts paid or payable or which will
       be paid or payable as part of the Consideration for an Acquisition after
       the date of completion of the Acquisition;

       "DISPOSAL CONSIDERATION" means at any time, the value of cash or cash
       equivalent assets received by any member of the Group in respect of any
       Asset Disposal, together with all indebtedness and liabilities owing to
       any member of the Group which is repaid upon such disposal, any
       contingent payments (whether related to future earnings, operations or
       otherwise) payable in the future and which are actually receivable in
       cash or cash equivalent assets and, in the case of a disposal of shares,
       the value of any pre-completion dividends paid to any member of the Group
       by any company whose shares are the subject of an Asset Disposal which is
       effected as part of an arrangement for, or in contemplation of, a
       disposal of that company;

       "EBITDA" means, in relation to the Financial Group (or any part thereof),
       in respect of any period and as calculated in accordance with U.S. GAAP,
       Net Revenues of the Financial Group (or such part thereof) during such
       period less all operating expenses incurred during such period before the
       deduction of depreciation, amortisation, other non cash charges,
       extraordinary items, Interest Expense and taxation (in each case in
       respect of such period);

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

                                      - 3 -
<Page>

       "EMU LEGISLATION" means legislative measures of the European Union for
       the introduction of, changeover to or operation of the euro in one or
       more Member Sates, being in part legislative measures to implement EMU;

       "ENVIRONMENTAL CLAIM" means any claim, notice of violation, prosecution,
       demand, action, official warning or other investigation pursuant to any
       Environmental Law;

       "ENVIRONMENTAL LAWS" includes all or any laws, statutes, regulations,
       treaties, and judgements of any governmental authority or agency or any
       regulatory body in any jurisdiction in which any member of the Group is
       formed or carries on business or of the European Community, relating to
       the pollution or protection of the environment or harm to or the
       protection of human health or the health of animals or plants, and
       applicable to any member of the Group and/or the construction,
       installation and operation of cable television and telecommunications
       systems in the areas covered by the Licences and/or any other activities
       from time to time carried on by any member of the Group and/or the
       occupation or use of any property owned, leased or occupied by any member
       of the Group;

       "ENVIRONMENTAL LICENCE" means any permit, licence, authorisation, consent
       or other approval required at any time by any Environmental Law for the
       construction, installation and operation of cable television and
       telecommunications systems in the franchise areas and/or for any other
       activities from time to time carried on by any member of the Group;

       "EQUITY CONVERSION DATE" means 31 December 2004;

       "EVENT OF DEFAULT" means any of those events specified in Clause 21
       (EVENTS OF DEFAULT);

       "EXCESS CASH FLOW" means, in relation to the Financial Group and for any
       Quarterly Period or financial year of the Financial Group, EBITDA of the
       Financial Group for such period less (a) Fixed Charges for such period
       and (b) EURO 1,000,000 (or EURO 250,000 if such period is a Quarterly
       Period);

       "EXISTING FACILITY AGREEMENT" means the EURO 375,000,000 working capital
       facility dated as of September 18, 2000 (as amended) entered into between
       PrimaCom AG, Chase Manhattan International Limited as administrative
       agent, Chase Manhattan PLC as arranger and the lenders specified therein,
       which will be cancelled on drawdown of the Facility as set out in the
       Co-ordination Agreement;

       "FACILITY" means the EURO 375,000,000 term loan facility granted by the
       Banks to the Borrower hereunder;

       "FACILITY AMOUNT" means, at any time, the aggregate amount of the
       Commitments of the Banks at such time;

       "FACILITY DOCUMENTS" means:

       (a)       this Agreement;

       (b)       the Second Security Documents;

                                      - 4 -
<Page>

       (c)       the Intercreditor Agreement;

       (d)       any Fee Letter;

       (e)       the Co-ordination Agreement;

       (f)       the Contingent Value Right Agreement;

       (g)       the Share Option Agreement; and

       (h)       any other agreement, document, letter, deed, notice or
                 certificate designated as such by the Agent and the Borrower,
                 together with all amendments of, and supplements to, any of the
                 foregoing,

       and "FACILITY DOCUMENT" shall be construed accordingly;

       "FACILITY OFFICE" means, in relation to the Agent, the office identified
       with its signature below and, in relation to any Bank, the office
       notified by it to the Agent in writing prior to the date hereof (or, in
       the case of a Transferee, at the end of the Transfer Certificate to which
       it is a party as Transferee) or in each case such other office as it may
       from time to time select;

       "FEE LETTER" means any letter or letters dated on or about the date of
       this Agreement between the Arrangers and the Borrower (or the Agent and
       the Borrower) setting out any fees referred to in Clause 27 (FEES);

       "FINANCE LEASE" means any lease or hire purchase contract which would, in
       accordance with U.S. GAAP, be treated as a finance or capital lease;

       "FINANCIAL GROUP" means the Borrower and each of its subsidiaries from
       time to time;

       "FINAL MATURITY DATE" means 31 March 2010 (or if such day is not a
       Business Day, the next succeeding Business Day);

       "FINANCE PARTIES" means the Agent, the Arrangers, the Banks and the
       Security Trustee;

       "FIXED CHARGES" means in respect of any period the sum of Total Cash
       Interest Expense and Capital Expenditure, taxes and all scheduled
       payments of principal during that period (each calculated on a
       consolidated basis);

       "GERMANY" means the Federal Republic of Germany;

       "GROUP" means PMG and each of its subsidiaries from time to time;

       "GROUP STRUCTURE CHARTS" means the group structure charts delivered to
       the Agent pursuant to Clause 4 (CONDITIONS PRECEDENT) and described in
       paragraph 10 of Schedule 3 (CONDITIONS PRECEDENT DOCUMENTS);

       "HEDGE CONTRACT" means a contract between a bank or other financial
       institution and any member of the Financial Group relating to interest
       rate or currency swaps, caps, floors, collars, forward sale or purchase
       contracts, contracts for differences or any option

                                      - 5 -
<Page>

       transactions or any other treasury transactions or any other transaction
       entered into in connection with the management of risk related to
       indebtedness of the Financial Group;

       "INITIAL LOAN AMOUNT" means the principal amount of EURO 375,000,000;

       "INSTRUCTING GROUP" means:

       (a)       whilst the Loan is not outstanding hereunder, a group of Banks
                 whose Commitments amount (or, if each Bank's Commitment has
                 been reduced to zero, did immediately before such reduction to
                 zero, amount) in aggregate to more than sixty per cent. (60%)
                 of the aggregate of the Facility Amount; and

       (b)       thereafter, a group of Banks to whom in aggregate more than
                 sixty per cent. (60%) of the aggregate amount of the Loan is
                 (or, immediately prior to repayment of such amounts, was then)
                 owed;

       "INTELLECTUAL PROPERTY RIGHTS" means any patent, trade mark, service
       mark, registered design, trade name or copyright required to carry on the
       business of constructing, maintaining, using or operating cable
       television and telecommunications systems;

       "INTERCREDITOR AGREEMENT" means the intercreditor agreement dated on or
       about the date of this Agreement between, amongst others, the Borrower,
       PMG, the Agent, the Banks, the Security Trustee, the Senior Security
       Trustee, the Senior Agent, the Senior Lenders, the Fronting Bank and the
       Overdraft Bank;

       "INTEREST EXPENSE" means, in relation to any Quarterly Period, the
       aggregate of all interest (excluding capitalised interest) accrued
       (whether or not paid or payable) during such Quarterly Period in respect
       of indebtedness for borrowed money of members of the Financial Group
       (other than indebtedness owed by one member of the Financial Group to
       another member of the Financial Group);

       "INTEREST PAYMENT DATE" means, in relation to the Loan, the last day of
       an Interest Period, and if an Interest Period is more than six months, in
       addition, on the expiry of each period of six months during such Interest
       Period;

       "INTEREST PERIOD" means each period determined in accordance with Clause
       7.5 (SELECTION OF INTEREST PERIODS) and, in relation to an Unpaid Sum,
       each period determined in accordance with Clause 22.1 (DEFAULT INTEREST
       PERIODS);

       "KPN CONTRACTS" means each of the broadcasting signal contracts between
       KPN Telecom B.V. and each of Multikabel and Communikabel N.V.;

       "LICENCES" means any public law permits for operation of Systems from
       RegTP or any other comparable national telecommunications regulatory
       authority (as applicable) in any relevant townships;

       "LOAN" means the loan made or to be made by the Banks under the Facility
       or the principal amount outstanding for the time being of that loan
       (including, without limitation, any interest that is capitalised pursuant
       to the terms of this Agreement);

                                      - 6 -
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       "MATERIAL ADVERSE EFFECT" means a material adverse effect:

       (a)       on the business or financial condition of the Financial Group
                 taken as a whole; or

       (b)       on the ability of the Borrower, any Obligor which is a Material
                 Group Company or the Financial Group taken as a whole to comply
                 with any of its or their respective obligations under the
                 Facility Documents;

       "MATERIAL COMMERCIAL CONTRACTS" means the Material DT Contracts, the KPN
       Contracts and any other commercial agreements entered into by any member
       of the Group which are material to the business or prospects of the Group
       taken as a whole in terms of strategic commercial importance or revenue
       generation;

       "MATERIAL DT CONTRACTS" means such co-operation and delivery of signal
       contracts between any member of the Financial Group and Deutsche Telekom
       which, either individually or taken together, are material to the
       business (or the conduct thereof) of the Financial Group as a whole;

       "MATERIAL ENVIRONMENTAL CLAIM" means any Environmental Claim which, if
       successful, would be likely to have a Material Adverse Effect;

       "MATERIAL GROUP COMPANY" means any subsidiary of the Borrower or PMG
       which is:

       (a)       a company, corporation or partnership which is a holding
                 company of a Material Group Company;

       (b)       a company, corporation or partnership whose Net Revenues or, in
                 the case of a company which itself has subsidiaries, whose
                 consolidated Net Revenues, exceed 5% of the consolidated Net
                 Revenues of the Financial Group as calculated by reference to
                 the latest quarterly financial statements (consolidated or
                 unconsolidated, as the case may be) of such subsidiary and the
                 Financial Group PROVIDED THAT:

                 (i)   in the case of a subsidiary acquired after the end of the
                       Quarterly Period to which the most recently delivered
                       quarterly financial statements relate, the reference to
                       the latest financial statements of the Financial Group
                       for the purposes of the calculation above shall, until
                       the financial statements for the Quarterly Period in
                       which the acquisition is made are prepared, be deemed to
                       be a reference to such first-mentioned accounts as if
                       such subsidiary had been shown in such accounts by
                       reference to its own latest financial statements,
                       adjusted as deemed appropriate by the auditors of the
                       Borrower; and

                 (ii)  if, in the case of any subsidiary which itself has
                       subsidiaries, no consolidated accounts are prepared, its
                       consolidated Net Revenues shall be determined on the
                       basis of PRO FORMA consolidated accounts of the relevant
                       subsidiary and its subsidiaries prepared for this purpose
                       by the auditors of the Borrower or the auditors for the
                       time being of the relevant subsidiary; or

                                      - 7 -
<Page>

                 (iii) a company, corporation or partnership not falling within
                       sub-paragraph (i) above but which, as a result of any
                       intra-group transfer or re-organisation would, adopting
                       any of the tests referred to in sub-paragraph (i) above
                       and as if the accounts referred to in such sub-paragraph
                       had been drawn up immediately following such transfer or
                       re-organisation, be a Material Group Company PROVIDED
                       THAT such subsidiary shall only become a Material Group
                       Company upon the completion of such transfer or
                       re-organisation;

       (c)       a company, corporation or partnership which provides Broadband
                 Services to Subscribers constituting 5% or more of the
                 Subscribers of the Group; or

       (d)       a company, corporate or partnership whose EBITDA or, in the
                 case of a company which itself has subsidiaries whose
                 consolidated EBITDA, constitutes 5% or more of the EBITDA of
                 the Financial Group as calculated by reference to the latest
                 quarterly financial statements (consolidated or unconsolidated,
                 as the case may be) of such subsidiary and the Financial Group
                 PROVIDED THAT:

                 (i)   in the case of a subsidiary acquired after the end of the
                       Quarterly Period to which the most recently delivered
                       quarterly financial statements relate, the reference to
                       the latest financial statements of the Financial Group
                       for the purposes of the calculation above shall, until
                       the financial statements for the Quarterly Period in
                       which the acquisition is made are prepared, be deemed to
                       be a reference to such first-mentioned accounts as if
                       such subsidiary had been shown in such accounts by
                       reference to its own latest financial statements,
                       adjusted as deemed appropriate by the auditors of the
                       Borrower; and

                 (ii)  if, in the case of any subsidiary which itself has
                       subsidiaries, no consolidated accounts are prepared, its
                       consolidated EBITDA shall be determined on the basis of
                       PRO FORMA consolidated accounts of the relevant
                       subsidiary and its subsidiaries prepared for this purpose
                       by the auditors of the Borrower or the auditors for the
                       time being of the relevant subsidiary; or

                 (iii) a company, corporation or partnership not falling within
                       sub-paragraph (i) above but which, as a result of any
                       intra-group transfer or re-organisation would, adopting
                       any of the tests referred to in sub-paragraph (i) above
                       and as if the accounts referred to in such sub-paragraph
                       had been drawn up immediately following such transfer or
                       re-organisation, be a Material Group Company PROVIDED
                       THAT such subsidiary shall only become a Material Group
                       Company upon the completion of such transfer or
                       re-organisation;

       "MULTIKABEL" means N.V. Kabeltelevisie Kop Noord-Holland (a public
       company with limited liability incorporated under the laws of The
       Netherlands and registered with the Commercial Register in The
       Netherlands under number 37026706);

                                      - 8 -
<Page>

       "NECESSARY AUTHORISATIONS" means all approvals, authorisations,
       franchises and licences from, all rights granted by and all filings,
       registrations and agreements with any person including, without
       limitation, any government or other regulatory authority (including,
       without limitation, the Licences necessary or required for the business
       of the Financial Group permitted by the terms of this Agreement);

       "NET REVENUES" means in relation to the Financial Group (or any part
       thereof) or any person which has been acquired by any member of the
       Financial Group and for any period, all revenues (including all
       installation revenues) from the use of or generated by the Systems
       (exclusive of VAT) whatsoever payable to the Financial Group (or such
       part thereof) or, as the case may be, such person, which arise during
       such period;

       "NET SENIOR DEBT" means at any time, Senior Debt at such time less an
       amount (if any) equal to the amount of undrawn commitment under the
       Facility at such time;

       "NOTICE OF DRAWDOWN" means a notice in the form set out in Part A of
       Schedule 4 (NOTICE OF DRAWDOWN AND SELECTION NOTICE);

       "OBLIGORS" means the Borrower and the Guarantor and "OBLIGOR" means
       either of them;

       "OPERATING COMPANY" means each member of the Group involved in the
       construction, installation and/or operations of Systems;

       "ORIGINAL BUSINESS PLAN" means the consolidated business plan of the
       Financial Group delivered to the Senior Lenders in the agreed form in
       February 2002;

       "ORIGINAL FINANCIAL STATEMENTS" means the audited consolidated financial
       statements for the year ended 31 December 2000 of the Borrower;

       "OVERDRAFT FACILITY" means the overdraft facility in an amount of
       EURO 15,000,000 provided pursuant to the terms of the Senior Facility as
       at the date of this Agreement;

       "PARALLEL DEBT OBLIGATIONS" has the meaning ascribed thereto in Clause
       5.3 (OBLIGATIONS OWED TO SECURITY TRUSTEE);

       "PARTICIPATING MEMBER STATE" means any member state of the European Union
       which has adopted the euro as its lawful currency at the relevant time;

       "PERMITTED ACQUISITION" means an Acquisition as defined in, and which
       satisfies the requirements of, Clause 20.5 (PERMITTED ACQUISITIONS);

       "PERMITTED DISPOSAL EXPENSES" means:

       (a)       all title and registration expenses and expenses of
                 professional advisers, incidental to, incurred on and fairly
                 attributable to, any Asset Disposal;

       (b)       with the prior consent of an Instructing Group, estimated
                 income tax or trade tax referable to each Asset Disposal; and

       (c)       with the prior consent of an Instructing Group, any other costs
                 or expenses;

                                      - 9 -
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       "PERMITTED ENCUMBRANCES" means:

       (a)       any encumbrances created pursuant to the terms of this
                 Agreement or pursuant to the terms of the Senior Facility;

       (b)       encumbrances created pursuant to the Second Security Documents
                 and the Senior Security Documents;

       (c)       any encumbrance which arises in respect of goods sold to any
                 Senior Obligor in the ordinary course of its business by virtue
                 of retention of title provisions contained in the relevant
                 seller's standard conditions of sale;

       (d)       any lien (including but not limited to any contractor's lien)
                 arising by operation of law in the ordinary course of business;

       (e)       any rights of set-off or netting arrangements under any Hedge
                 Contract and any rights of set-off or netting arrangements
                 which may be exercisable in respect of any amounts standing to
                 the credit of any bank account held by any Senior Obligor
                 against any debit balances of any bank account held by itself
                 or any other Senior Obligor which either arise by operation of
                 law or are contained in the account holding bank's standard
                 documentation and, in the case of any bank account held by any
                 Senior Obligor in the Netherlands, other encumbrances affecting
                 such account which are granted pursuant to the general terms
                 and conditions of the relevant bank which provides such
                 account, PROVIDED THAT such terms and conditions are customary
                 in the Netherlands;

       (f)       any encumbrance over or affecting any asset acquired by a
                 Senior Obligor after the date hereof and subject to which such
                 asset is acquired PROVIDED THAT:

                 (i)   such encumbrance was not created in contemplation of the
                       acquisition of such asset by a Senior Obligor;

                 (ii)  the amount thereby secured has not been increased at, in
                       contemplation of, or since the date of, the acquisition
                       of such asset by a Senior Obligor; and

                 (iii) the aggregate amount of indebtedness and the book value
                       of any asset secured by such encumbrances shall, in each
                       case, not exceed EURO 1,000,000 for the Group at any
                       time;

       (g)       encumbrances which may arise as a result of any title transfer
                 laws applicable to the cables and other equipment forming part
                 of a System by which ownership of elements permanently built
                 into real property may pass to the owner of that real property;
                 and

       (h)       any other encumbrance PROVIDED THAT the amount of indebtedness
                 secured by such encumbrance when aggregated with the amount of
                 indebtedness secured by all such other encumbrances and all
                 Finance Leases permitted pursuant to paragraph (f) of Clause
                 20.2.2 does not exceed EURO 10,000,000;

                                     - 10 -
<Page>

       "PIK ELEMENT AMOUNT" means the Loan less the Reduced Loan Amount, being
       such portion of the Loan that corresponds to interest that has been
       capitalised pursuant to this Agreement;

       "POTENTIAL EVENT OF DEFAULT" means any event which would become (with the
       passage of time, the giving of notice or any combination thereof) an
       Event of Default;

       "PRO FORMA CASH INTEREST EXPENSE" means, on any Quarter Day, estimated
       Total Cash Interest Expense for the period of twelve months immediately
       subsequent to such Quarter Day and such Total Cash Interest Expense shall
       be estimated by applying the weighted average annual interest rate on
       Total Debt on such Quarter Day to Total Debt on such Quarter Day;

       "PRO FORMA DEBT SERVICE" means, at any time (but without
       double-counting), estimated Total Cash Interest Expense plus Scheduled
       Principal Repayments (as defined in the Senior Facility as at the date of
       this Agreement) and scheduled repayments of other permitted indebtedness
       of any member of the Financial Group for the four Quarterly Periods
       subsequent to such time of determination PROVIDED THAT such Total Cash
       Interest Expense shall be estimated by applying the weighted average
       interest rate on existing indebtedness (excluding the Facility or the
       Senior Notes or any Borrower Debt) at such time of determination to the
       average outstanding indebtedness for borrowed money of any member of the
       Financial Group (excluding the Facility or the Senior Notes or any
       Borrower Debt) scheduled to be outstanding over the four Quarterly
       Periods in accordance with the provisions of this Agreement and adding
       the aggregate amount of interest scheduled to become payable under the
       Facility or on any Senior Notes and any other Borrower Debt during such
       period (excluding capitalised interest);

       "PROPORTION" means, in relation to a Bank:

       (a)       whilst the Loan is not outstanding hereunder, the proportion
                 borne by its Commitment to the Facility Amount (or, if the
                 Facility Amount is then zero, by its Commitment to the Facility
                 Amount immediately prior to its reduction to zero); or

       (b)       thereafter, the proportion borne by its share of the Loan to
                 the total amount of the Loan;

       "QUARTER DAYS" means 31 March, 30 June, 30 September and 31 December in
       any year;

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

       "REDUCED LOAN AMOUNT" means the Initial Loan Amount as the same is
       reduced from time to time pursuant to this Agreement;

       "REGTP" means the Regulatory Authority for Telecommunications and Post in
       Germany (REGULIERUNGSBEHORDE FUR TELEKOMMUNIKATION UND POST);

                                     - 11 -
<Page>

       "RELATED TRANSACTIONS" means any two or more Acquisitions which:

       (a)       are from the same vendor or from vendors which are affiliates
                 of each other;

       (b)       comprise assets relating to a single System; and

       (c)       are completed within a three month period;

       "RELEVANT CONTRACTS" means the Licences and the Material Commercial
       Contracts;

       "RELEVANT JURISDICTION" means in respect of any person the jurisdiction
       of its place of incorporation or, in the case of a partnership, its place
       of establishment and, if different, the place in which it has its
       principal place of business;

       "REPEATED REPRESENTATIONS" means the representations that are deemed to
       be repeated pursuant to Clause 17.4 (REPETITION OF REPRESENTATIONS);

       "RESTRICTED CASH" means monies held in escrow in an account held with the
       Senior Agent (or, as the case may be, with an agent or trustee on terms
       acceptable to the Senior Agent) in the name of the Borrower pending
       application towards the payment of interest on Senior Notes or Borrower
       Debt;

       "SECOND DUTCH SHARE PLEDGE" means the share pledge agreement and deed
       over the shares of PrimaCom Netherlands Holding BV executed, or to be
       executed, by the Guarantor;

       "SECOND GmbH SHARE PLEDGE" means the share pledge agreement over the
       shares of those members of the Group listed in Schedule 2 of that pledge
       executed, or to be executed, by the Guarantor;

       "SECOND KG INTEREST PLEDGE" means the interest pledge agreement over the
       partnership interests of each of those members of the Group listed in
       Schedule 3 of that pledge executed, or to be executed, by the Guarantor;

       "SECOND SECURITY TRUST AGREEMENT" means the security trust agreement
       entered or to be entered into between the Security Trustee, the Obligors,
       the Agent, the Arrangers and the Banks;

       "SECOND SECURITY DOCUMENTS" means each of the following:

       (a)       the Second Security Trust Agreement; and

       (b)       the Second Share Pledges,

       and any other agreement, deed or document from time to time executed in
       favour of the Security Trustee for the Finance Parties or in favour of
       each of such parties individually (including any Account Pledge) for the
       purpose of securing all or any of the obligations of either Obligor under
       the Facility Documents or any of them or, in respect of the Second Dutch
       Share Pledge, the Parallel Debt Obligations together with all amendments
       of, and supplements to any of the foregoing and "SECURITY DOCUMENT" shall
       be construed accordingly;

                                     - 12 -
<Page>

       "SECOND SHARE PLEDGES" means each of the Second GmbH Share Pledge, the
       Second KG Interest Pledge, and the Second Dutch Share Pledge;

       "SELECTION NOTICE" means a notice substantially in the form set out in
       Part B of Schedule 4 (NOTICE OF DRAWDOWN AND SELECTION NOTICE) given in
       accordance with Clause 7.5 (SELECTION OF INTEREST PERIODS) in relation to
       the Facility;

       "SENIOR AGENT" means J.P. Morgan Europe Limited in its capacity as agent
       under the Senior Facility or such other agent appointed under the Senior
       Facility from time to time;

       "SENIOR DEBT" means, at any time, the aggregate at such time of all
       indebtedness for borrowed money of the Group excluding (a) any
       indebtedness for borrowed money owed by one member of the Group to
       another member of the Group, (b) any Subordinated Debt permitted
       hereunder, but including the net mark to market exposure of the Group as
       calculated by the Agent under all derivative transactions of the nature
       described in paragraph (h) of the definition of "indebtedness for
       borrowed money" and (c) the guarantee obligations of PMG under this
       Facility;

       "SENIOR DISCHARGE DATE" means the date that the Senior Facility has been
       repaid or prepaid and cancelled in full;

       "SENIOR FACILITY" means the EURO 1,000,000,000 facility agreement dated
       18 September 2000 as amended and restated from time to time between PMG
       as borrower, certain guarantors, PrimaCom AG, the Senior Lead Arrangers,
       J.P. Morgan PLC (now replaced by the Senior Agent), J.P. Morgan AG
       (formerly, Chase Manhattan Bank) as fronting bank and overdraft bank, the
       Senior Security Trustee and the Senior Lenders;

       "SENIOR FACILITY DOCUMENTS" means the Facility Documents as defined in
       the Senior Facility;

       "SENIOR FINANCE PARTIES" means the Finance Parties as defined in the
       Senior Facility;

       "SENIOR LEAD ARRANGERS" means Bank of America International Limited,
       Barclays Capital, J.P. Morgan PLC, Dresdner Bank AG, London Branch,
       Fortis Bank (Nederland) N.V., ING Bank N.V., The Royal Bank of Scotland
       plc and TD Bank Europe Limited;

       "SENIOR LENDERS" means the senior lenders from time to time party to the
       Senior Facility;

       "SENIOR NOTES" means any public issue of senior notes by the Borrower in
       accordance with this Agreement;

       "SENIOR OBLIGOR" means an Obligor under, and as defined in, the Senior
       Facility;

       "SENIOR SECURITY DOCUMENTS" means the Security Documents as defined in,
       and entered into pursuant to, the Senior Facility;

       "SENIOR SECURITY TRUSTEE" means J.P. Morgan AG in its capacity as
       security trustee under the Senior Facility or such other security trustee
       appointed under the Senior Facility from time to time;

                                     - 13 -
<Page>

       "SHAREHOLDER APPROVAL" has the meaning given to that term in the
       Co-ordination Agreement;

       "SHARE OPTION AGREEMENT" means the agreement entered or to be entered
       into between the Borrower, PMG, the Agent and the Banks, whereby the
       Borrower agrees to sell up to 65% of the shares in PMG to the Banks on
       the terms and conditions set out in that agreement;

       "SUBORDINATED DEBT" means any loan provided by the Borrower or any other
       person to any Senior Obligor which has been subordinated to the Senior
       Facility and the Overdraft Facility in accordance with the Intercreditor
       Agreement or on terms which are otherwise acceptable to the Senior Agent;

       "SUBSCRIBER" means a person who has entered into an agreement with any
       member of the Group to be provided with Broadband Services (whether alone
       or on the basis of an umbrella agreement);

       "SUBSCRIBER AGREEMENT" means an agreement for the provision by any member
       of the Group to a Subscriber of Broadband Services by means of a System;

       "SUBSCRIBER CERTIFICATE" means a certificate substantially in the form
       set out in Schedule 6 (QUARTERLY SUBSCRIBER CERTIFICATE);

       "SUCCESSOR" in relation to a party means an assignee or successor in
       title to such party or any person who, under the law of its jurisdiction
       of incorporation or domicile, has assumed the rights and obligations of
       such party hereunder or to which under such laws the same has been
       transferred;

       "SYSTEM" means each broadband fixed telecommunications network for the
       delivery of Broadband Services, operated, managed, administered and,
       where necessary, installed by a member or members of the Group PROVIDED
       THAT such member (i) shall be a subsidiary of another member of the Group
       as defined in paragraph (b) of the definition of subsidiary contained in
       this Agreement and (ii) that the cash flows generated by such System
       shall be controlled by such other member of the Group;

       "SYSTEM ASSETS" means in relation to any System each of the Relevant
       Contracts, head ends, cable networks and all other assets whatsoever
       relating to that System;

       "TAKE-OUT DEBT" means securities or any debt of the Financial Group that
       may be issued after the Closing Date to refinance the Facility.

       "TARGET" means Trans-European Automated Real-time Gross Settlement
       Express Transfer payment system;

       "TARGET DAY" means any day on which TARGET is operating for the
       settlement of payment in EURO;

       "TELECOMMUNICATIONS AND CABLE LAWS" means:

       (a)       in relation to members of the Group incorporated and/or doing
                 business in Germany the Telecommunication Act
                 (TELEKOMMUNIKATIONSGESETZ), the

                                     - 14 -
<Page>

                 approval rules for reception installations
                 (GENEHMIGUNGSRECHTLICHE REGELUNG FUR RUNDFUNKSEMPFANGSANLAGEN)
                 and all other federal and state laws, statutes, regulations and
                 judgements relating to the building, installation, management
                 or operation of systems for telecommunications or cable
                 television applicable to any member of the Group and/or
                 business carried on by any member of the Group;

       (b)       in relation to members of the Group incorporated and/or doing
                 business in The Netherlands the Telecommunications Act
                 (TELECOMMUNICATIEWET) and all other (including but not limited
                 to provincial and municipal) laws, statutes, regulations,
                 decisions and judgements relating to the building,
                 installation, management or operation of systems for the
                 provision of telecommunication networks and services, including
                 but not limited to the provision of Broadband Services and
                 conditional access networks and services applicable to any
                 member of the Group and/or business carried on by any member of
                 the Group; and

       (c)       the corresponding laws, statutes, regulations and judgements
                 existing in any other jurisdiction as applicable to any other
                 member of the Group incorporated, or carrying on business in
                 such other jurisdiction;

       "TOTAL ASSETS" means all the assets held by the Financial Group;

       "TOTAL CASH INTEREST EXPENSE" means in relation to any period, the
       aggregate of all interest (excluding capitalised interest) paid or
       payable during such period in respect of indebtedness for borrowed money
       of members of the Financial Group (other than indebtedness for borrowed
       money owed by one member of the Financial Group to another member of the
       Financial Group) less an amount equal to the amount of such interest paid
       or payable during such period which was held as Restricted Cash at the
       relevant time;

       "TOTAL DEBT" means, at any time (but without double counting and
       excluding, for the avoidance of doubt, any indebtedness for borrowed
       money owed by one member of the Group to another member of the Group),
       the aggregate at such time of:

       (a)       the aggregate amount of Senior Debt;

       (b)       the aggregate amount of Subordinated Debt;

       (c)       the principal amount (including any capitalised interest and
                 the amount of any accretions thereto relating to accrued
                 interest) outstanding under the Facility or of any Senior
                 Notes; and

       (d)       the aggregate principal amount of all other indebtedness for
                 borrowed money of the Borrower,

                                     - 15 -
<Page>

       where "principal amount" means the euro equivalent of such principal
       amount at the effective exchange rate resulting from any derivative
       transaction entered into by any member of the Financial Group in order to
       hedge exposure to relevant exchange rate fluctuations and, to the extent
       that no such hedging has been entered into, the Agent's spot rate of
       exchange for conversion into euros at or about 11.00 a.m. on the relevant
       date in relation to such currency

       LESS an amount equal to the amount of Restricted Cash at such time;

       "TRANSFER CERTIFICATE" means a certificate substantially in the form set
       out in Schedule 2 (FORM OF TRANSFER CERTIFICATE) signed by a Bank and a
       Transferee whereby:

       (a)       such Bank seeks to procure the transfer to such Transferee of
                 all or a part of such Bank's rights and obligations hereunder
                 upon and subject to the terms and conditions set out in Clause
                 34 (ASSIGNMENTS AND TRANSFERS BY BANKS); and

       (b)       such Transferee undertakes to perform the obligations it will
                 assume as a result of delivery of such certificate to the Agent
                 as is contemplated in Clause 34.3 (TRANSFERS BY BANKS);

       "TRANSFER DATE" means, in relation to any Transfer Certificate, the date
       for the making of the transfer as specified in the schedule to such
       Transfer Certificate;

       "TRANSFEREE" means a bank or other financial institution to which a Bank
       seeks to transfer all or part of such Bank's rights and obligations
       hereunder;

       "TREATY ON EUROPEAN UNION" means the Treaty of Rome of 25 March 1957, as
       amended by the Single European Act 1986 and the Maastricht Treaty (which
       was signed at Maastricht on 7 February 1992 and came into force on 1
       November 1993).

       "UNPAID SUM" means the unpaid balance of any of the sums referred to in
       Clause 22.1 (DEFAULT INTEREST PERIODS);

       "U.S. GAAP" means generally accepted accounting principles in the United
       States of America;

       "UTILISATION" means the utilisation of the Facility hereunder by way of
       the Loan;

       "UTILISATION DATE" means the date of the Utilisation, being the date on
       which the Loan is to be or has been made; and

1.2    Any reference in this Agreement to:

       an "AFFILIATE" of any person means any subsidiary or holding company of
       that person or any subsidiary of any such holding company, or any other
       person in which that person or any such person or subsidiary owns at
       least 20 per cent. of the equity share capital (or the like);

       the "AGENT", any "ARRANGER", any "BANK", any "BENEFICIARY" or the
       "SECURITY TRUSTEE" shall be construed so as to include their respective
       Successors and any Successor of such Successor in accordance with their
       respective interests;

                                     - 16 -
<Page>

       "BARCLAYS CAPITAL" is a reference to Barclays Capital, the investment
       banking division of Barclays Bank PLC;

       a "CLAUSE" shall, subject to any contrary indication, be construed as a
       reference to a clause hereof;

       a Potential Event of Default or Event of Default is "CONTINUING" if it
       has not been remedied or waived.

       "DERIVATIVE TRANSACTION" includes any rate swap transaction, basis swap,
       forward rate transaction, commodity swap, commodity option, equity or
       equity index swap, equity or equity index option, bond option, interest
       rate option, foreign exchange transaction, cap transaction, floor
       transaction, collar transaction, currency swap transaction,
       cross-currency rate swap transaction, currency option or any other
       similar transaction (including any option with respect thereto and any
       combination in respect thereof);

       an "ENCUMBRANCE" shall be construed as a reference to a mortgage, charge,
       pledge, lien or other encumbrance securing any obligation of any person
       or any other type of preferential arrangement (including, without
       limitation, title transfer and retention arrangements) having a similar
       effect;

       the "EQUIVALENT" on any given date in one currency (the "FIRST CURRENCY")
       of an amount denominated in another currency (the "SECOND CURRENCY") is a
       reference to the amount of the first currency which could be purchased
       with the amount of the second currency at the mean rate of exchange
       quoted by the Frankfurt Currency Exchange on such date for the purchase
       of the first currency with the second currency;

       a "FINANCIAL STATEMENT" shall be construed as a reference to the balance
       sheet, profit and loss account and cash flow statement of any person;

       a "GUARANTEE" includes a guarantee, an indemnity and any other form of
       legally binding assurance against (or other arrangement intended to
       prevent or limit) loss in respect of any indebtedness for borrowed money
       of any person;

       a "HOLDING COMPANY" of a person shall be construed as a reference to any
       person of which the first-mentioned person is a subsidiary;

       "INDEBTEDNESS" shall be construed so as to include any obligation
       (whether incurred as principal or as surety) for the payment or repayment
       of money, whether present or future, actual or contingent;

       "INDEBTEDNESS FOR BORROWED MONEY" shall be construed, without double
       counting (on either an individual or Financial Group basis), as a
       reference to any indebtedness of any person for or in respect of:

       (a)       moneys borrowed;

       (b)       liabilities under any standby letter of credit, guarantees,
                 acceptance credit, bills discounting facility or any
                 receivables purchase, factoring or discounting arrangements;

                                     - 17 -
<Page>

       (c)       amounts raised pursuant to any note purchase facility or the
                 issue of bonds, notes, debentures, loan stock or similar
                 instruments;

       (d)       the amount of any liability in respect of leases or hire
                 purchase contracts which would, in accordance with U.S. GAAP,
                 be treated as finance or capital leases;

       (e)       the amount of any Deferred Consideration;

       (f)       the amount of any liability in respect of any purchase price
                 for assets or services (other than in connection with an
                 Acquisition), the payment of which is deferred for a period in
                 excess of 120 days;

       (g)       amounts raised under any other transaction (including, without
                 limitation, any sale and repurchase agreement or forward sale
                 or purchase agreement) having the commercial effect of a
                 borrowing (excluding any derivative transactions of the nature
                 described in paragraph (h) below); and

       (h)       (for the purposes of Clause 21.7 (CROSS-DEFAULT) and sub-clause
                 20.2.2. of Clause 20.2 (NEGATIVE COVENANTS) only) interest rate
                 or currency swaps, caps, floors, collars, forward sale or
                 purchase contracts, contracts for differences or any option
                 transactions, or any other treasury transactions or any other
                 transaction entered into in connection with the management of
                 risk related to indebtedness (and the amount of indebtedness
                 for borrowed money in relation to any such transaction shall be
                 the net amount not paid by the relevant member of the Financial
                 Group);

       a "MONTH" is a reference to a period starting on one day in a calendar
       month and ending on the numerically corresponding day in the next
       succeeding calendar month save that, where any such period would
       otherwise end on a day which is not a Business Day, it shall end on the
       next succeeding Business Day, unless that day falls in the calendar month
       succeeding that in which it would otherwise have ended, in which case it
       shall end on the immediately preceding Business Day PROVIDED THAT, if a
       period starts on the last Business Day in a calendar month or if there is
       no numerically corresponding day in the month in which that period ends,
       that period shall end on the last Business Day in that later month (and
       references to "months" shall be construed accordingly);

       "OPERATING EXPENSES" shall be construed to include all operating expenses
       (including, without limitation, management expenses) incurred in relation
       to the operation of the Systems operated by the Group and the servicing
       of its Subscribers;

       a "PART" shall, subject to any contrary indication, be construed as a
       reference to a part hereof;

       a "PERSON" shall be construed as a reference to any person, firm,
       company, corporation, government, state or agency of a state or any
       association or partnership (whether or not having separate legal
       personality) of two or more of the foregoing;

       a "SCHEDULE" shall, subject to any contrary indication, be construed as a
       reference to a schedule hereto;

                                     - 18 -
<Page>

       a "SUBSIDIARY" of a company, corporation or partnership shall be
       construed as a reference to any company, corporation or partnership:

       (a)       which is controlled, directly or indirectly, by the
                 first-mentioned company or corporation or partnership;

       (b)       more than half the issued share capital or partnership share of
                 which is beneficially owned, directly or indirectly, by the
                 first-mentioned company, corporation or partnership; or

       (c)       which is a subsidiary of another subsidiary of the
                 first-mentioned company or corporation or partnership,

       and, for these purposes, a company, corporation or partnership shall be
       treated as being controlled by another if that other company, corporation
       or partnership is able to direct its affairs and/or to control the
       composition of its board of directors or equivalent body and/or to
       appoint or dismiss the general partner thereof;

       "TAX" shall be construed so as to include any tax, levy, impost, duty or
       other charge of a similar nature (including, without limitation, any
       penalty or interest payable in connection with any failure to pay or any
       delay in paying any of the same);

       "VAT" shall be construed as a reference to value added tax including any
       similar tax which may be imposed in place thereof from time to time; and

       "WHOLLY-OWNED" means a company, corporation or partnership whose issued
       share capital or partnership shares are (i) 100 per cent. owned by its
       sole shareholder or (ii) in the case of a partnership, (x) 99 per cent.
       of its partnership shares are held by a limited partner and one
       partnership share is held by PrimaCom AG as a further limited partner
       while no partnership shares are held by the general partner or (y) 98 per
       cent. of its partnership shares are held by PrimaCom AG as a limited
       partner and two per cent. of the partnership shares are held by its
       general partner;

       the "WINDING-UP", "DISSOLUTION" or "ADMINISTRATION" of a person shall be
       construed so as to include any equivalent or analogous proceedings under
       the law of the jurisdiction in which such person is incorporated or
       registered or any jurisdiction in which such person carries on business
       including the seeking of liquidation, winding-up, reorganisation,
       dissolution, administration, arrangement, adjustment, protection or
       relief of debtors.

1.3    "EURO" and "EURO" means the single currency of the European Union as
       constituted by the Treaty on European Union and as referred to in EMU
       Legislation and "DOLLARS" denote the lawful currency of the United States
       of America.

1.4    Save where the contrary is indicated, any reference in this Agreement to:

       1.4.1     any licence, consent, agreement or document shall be construed
                 as a reference to such licence, consent, agreement or document
                 as the same may have been, or may from time to time be,
                 amended, varied, reissued, replaced, novated or supplemented;

                                     - 19 -
<Page>

       1.4.2     this Agreement or any other agreement or document shall be
                 construed as a reference to this Agreement or, as the case may
                 be, such other agreement or document as the same may have been,
                 or may from time to time be, amended, varied, novated or
                 supplemented;

       1.4.3     a statute shall be construed as a reference to such statute as
                 the same may have been, or may from time to time be, amended or
                 re-enacted; and

       1.4.4     a time of day shall unless otherwise specified be construed as
                 a reference to Frankfurt am Main time.

1.5    Clause and Schedule headings are for ease of reference only.

1.6    Financial terms not specifically defined herein shall be construed in
       accordance with U.S. GAAP.

1.7    THIRD PARTY RIGHTS
       A person who is not a party to this Agreement has no right under the
       Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
       Agreement.

2.     THE FACILITIES

2.1    GRANT OF FACILITY
       The Banks hereby grant to the Borrower, upon the terms and subject to the
       conditions hereof, a term loan facility in euro in an aggregate amount of
       EURO 375,000,000.

3.     PURPOSE

3.1    PURPOSE OF FACILITY
       All of the Facility shall be used by the Borrower through on-lending to
       PMG to enable PMG to prepay and permanently cancel an equivalent amount
       of advances made under the Senior Facility.

3.2    APPLICATION
       The Borrower and PMG hereby request and irrevocably authorise the Agent
       to apply on their respective behalves (and without responsibility) all
       amounts raised by it hereunder exclusively in or towards satisfaction of
       the above purpose and without prejudice to the obligations of the
       Borrower under Clause 3.1 (PURPOSE OF FACILITY), none of the Finance
       Parties shall be obliged to concern themselves with the application of
       amounts raised by the Borrower hereunder.

4.     CONDITIONS PRECEDENT

       Save as all of the Banks may otherwise agree, the Borrower may not
       deliver the Notice of Drawdown to the Agent unless the Agent has
       confirmed to the Banks that it has received all of the documents listed
       in Schedule 3 (CONDITION PRECEDENT DOCUMENTS) and that such documents are
       in form and substance satisfactory to the Agent.

                                     - 20 -
<Page>

5.     NATURE OF BANKS' AND BORROWER'S OBLIGATIONS

5.1    BANKS' OBLIGATIONS SEVERAL
       The obligations of each Bank hereunder are several and not joint and the
       failure by a Bank to perform its obligations hereunder shall not affect
       the obligations of any Obligor towards any other party hereto nor shall
       any other party be liable for the failure by such Bank to perform its
       obligations hereunder.

5.2    BANKS' RIGHTS SEVERAL
       The amounts outstanding at any time hereunder from each of the Obligors
       to any of the other parties hereto shall be a separate and independent
       debt and each such party shall be entitled to protect and enforce its
       individual rights arising out of this Agreement independently of any
       other party and it shall not be necessary for any party hereto to be
       joined as an additional party in any proceedings for this purpose.

5.3    OBLIGATIONS OWED TO SECURITY TRUSTEE
       For the purposes of ensuring and preserving the validity and continuity
       of security rights to be granted under the laws of the Netherlands:

       5.3.1     the Guarantor irrevocably and unconditionally undertakes to pay
                 to the Security Trustee in its capacity as security trustee for
                 the Beneficiaries all amounts whatsoever, without any
                 limitation, owing by each Obligor to the Finance Parties or any
                 of them, whether actually or contingently under and in
                 accordance with the terms of this Agreement and the other
                 Facility Documents upon such amounts becoming due and payable
                 (such obligation and undertaking being hereinafter referred to
                 as the "PARALLEL DEBT OBLIGATIONS");

       5.3.2     the Guarantor and the Security Trustee acknowledge that the
                 Parallel Debt Obligations are obligations and liabilities of
                 each Obligor to the Security Trustee in its capacity as
                 security trustee under the Facility Documents separate and
                 independent from, and without prejudice to, the identical
                 obligations which an Obligor has to the other Finance Parties
                 or any of them under this Agreement or any other Facility
                 Document, provided that the total amount due and payable under
                 or in respect of the Parallel Debt Obligations shall be
                 decreased to the extent that an Obligor shall have paid any
                 amounts to such other Finance Parties or any of them under this
                 Agreement or any other Facility Document and VICE-VERSA, it
                 being agreed that any amount received by the Security Trustee
                 in its capacity as security trustee will be applied towards
                 satisfaction of the obligations of the Obligors towards the
                 Finance Parties in accordance with the terms of this Agreement
                 and the Security Trust Agreement;

       5.3.3     every payment by an Obligor of monies due by that Obligor, and
                 made to the Security Trustee in its capacity as security
                 trustee for the Beneficiaries shall (conditionally upon such
                 payment not subsequently being avoided or reduced by virtue of
                 any provisions or enactments relating to bankruptcy,
                 insolvency, liquidation or similar laws of general application)
                 be in satisfaction PRO TANTO of the covenant by the Guarantor
                 contained in sub-clause 5.3.1, PROVIDED THAT if any such
                 payment as is mentioned above is subsequently avoided or
                 reduced by virtue of any provisions or enactments relating to
                 bankruptcy, liquidation or

                                     - 21 -
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                 similar laws of general application the Security Trustee shall
                 be entitled to receive the amount of such payment from the
                 Guarantor and the Guarantor shall remain liable to perform the
                 relevant obligation and the relevant liability shall be deemed
                 not to have been discharged; and

       5.3.4     nothing in this Clause 5.3 shall in any way negate or affect
                 the obligations which the Guarantor may have under or in
                 respect of this Agreement or any other Facility Document to the
                 Finance Parties or any of them.

6.     UTILISATION OF THE FACILITY

6.1    UTILISATION OF THE LOAN
       Save as otherwise provided herein, if the Agent has, on or by 26 March
       2002, confirmed to the Banks as specified in Clause 4 (CONDITIONS
       PRECEDENT), the Facility shall be automatically drawn down in a single
       drawing for the maximum amount of the Facility on 26 March 2002. The
       Agent shall be deemed to have received from the Borrower the Notice of
       Drawdown therefor, which shall oblige the Borrower to proceed with the
       Utilisation therein requested on 26 March 2002 upon the terms and subject
       to the conditions contained herein.

6.2    BANKS' PARTICIPATION IN THE LOAN
       Each Bank will participate through its Facility Office in the Loan made
       pursuant to Clause 6.1 (UTILISATION OF THE LOAN) in the proportion borne
       by its Available Commitment to the Facility Amount immediately prior to
       the making of the Loan.

7.     INTEREST

7.1    ACCRUAL OF INTEREST
       Interest shall accrue on the Loan in the manner specified in Clause 7.2
       (RATE OF INTEREST) and Clause 7.3 (PAYMENT OF CASH).

7.2    RATE OF INTEREST
       The rate of interest applicable to the Loan from time to time for each
       Interest Period shall be the rate per annum indicated in the table below:

       (a)       in respect of the period to 30 September 2002, 18 per cent. per
                 annum;

       (b)       in respect of the period 1 October 2002 to 30 June 2003, 19 per
                 cent. per annum; and

       (c)       in respect of the period 1 July 2003 to the repayment of the
                 Facility in full, 20 per cent. per annum.

7.3    PAYMENT OF CASH
       On each Interest Payment Date or, in respect of Interest Periods of
       longer than six months, on each date following at six monthly intervals
       after the first day of the Interest Period, the Borrower shall pay, in
       cash, accrued interest on an amount equal to the lesser of the Initial
       Loan Amount and the Reduced Loan Amount, at the rate per annum indicated
       in the table below:

       (a)       in respect of the period to 30 September 2002, 8.00% per annum;

                                     - 22 -
<Page>

       (b)       in respect of the period from 1 October 2002 to 31 December
                 2002, 8.50% per annum;

       (c)       in respect of the period from 1 January 2003 to 31 March 2003,
                 9.50% per annum;

       (d)       in respect of the period from 1 April 2003 to 30 June 2003,
                 10.50% per annum;

       (e)       in respect of the period from 1 July 2003 to 30 September 2003,
                 11.50%; and

       (f)       in respect of the period from 1 October 2003 to the repayment
                 of the Facility in full, 12.00% per annum.

7.4    CAPITALISATION OF INTEREST
       On each Interest Payment Date any interest accrued on the Loan that is
       not payable in cash on such date pursuant to Clause 7.3 (PAYMENT OF CASH)
       shall be capitalised and added to the Loan.

7.5    SELECTION OF INTEREST PERIODS
       7.5.1     The Borrower may select an Interest Period for the Loan in the
                 Notice of Drawdown or (if the Loan has already been borrowed)
                 in a Selection Notice.

       7.5.2     Each Selection Notice is irrevocable and must be delivered to
                 the Agent by the Borrower not later than 11:00a.m. three
                 Business Days before the first day of the relevant Interest
                 Period.

       7.5.3     If the Borrower fails to deliver a Selection Notice to the
                 Agent in accordance with Clause 7.5.2 above, the relevant
                 Interest Period will be three months.

       7.5.4     Subject to this Clause 7.5, the Borrower may select an Interest
                 Period of three months or any other period agreed between the
                 Borrower and the Agent (acting on the instructions of all the
                 Banks).

       7.5.5     An Interest Period for the Loan shall not extend beyond the
                 Final Maturity Date.

       7.5.6     Each Interest Period for the Loan shall start on the
                 Utilisation Date or (if already made) on the last day of its
                 preceding Interest Period.

8.     SHAREHOLDER APPROVAL AND SHARE CONVERSION

8.1    FAILURE TO OBTAIN SHAREHOLDER APPROVAL
       If the Shareholder Approval has not been received by 30 June 2002 and the
       Amendment Date occurs in accordance with Clause 9 (NO SHAREHOLDER
       APPROVAL) of the Co-ordination Agreement, the Facility shall be amended
       and restated on the terms, and in the manner, set out in the
       Co-ordination Agreement and to the form set out in Schedule 6 (AMENDED
       AND RESTATED SECOND FACILITY AGREEMENT) of the Co-ordination Agreement
       and the other matters specified in Clause 10 (AMENDMENT DATE) of the
       Co-ordination Agreement shall also be completed.

                                     - 23 -
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8.2    EQUITY CONVERSION
       On the date of unconditional completion of a transfer of shares(s) in
       PMG pursuant to and in accordance with an exercise of the Share Option
       (as defined in the Share Option Agreement) the amounts owing by the
       Borrower under this Agreement to each Bank identified in a Trigger
       Notice (as defined in the Share Option Agreement) given in respect of
       that exercise of the Share Option shall be reduced (and the Commitment
       of that Bank shall be reduced accordingly), and deemed repaid by the
       Borrower, in an aggregate amount equal to the Converted Loan Amount
       (as defined in the Share Option Agreement) calculated in respect of
       that exercise of the Share Option. Any such reduction specified in
       this Clause 8.2 shall be applied pro rata between the relevant Bank's
       participation in the Reduced Loan Amount and the PIK Element Amount at
       the time of reduction.

9.     REPAYMENT

9.1    The Borrower shall repay the Loan in full on the Final Maturity Date.
       The Borrower shall not repay or prepay all or any part of the Loan
       outstanding hereunder except at the times and in the manner expressly
       provided herein.

9.2    If the Loan is to be repaid in full, together with any accrued
       interest and any other amounts payable to the Finance Parties under
       the Finance Documents prior to the Equity Conversion Date the Agent
       shall calculate how much the Loan would be on the date of the proposed
       prepayment had the rate of interest applicable thereto from time to
       time during its term been 18 per cent. per annum (for the avoidance of
       doubt taking into account the amount of cash paid pursuant to Clause
       7.3 (PAYMENT OF CASH)) during such period (the "ADJUSTED LOAN
       AMOUNT").

9.3    The Borrower shall discharge its obligation to repay the Loan under
       the Finance Documents if, prior to the Equity Conversion Date, it pays
       to the Agent an amount equal to the Adjusted Loan Amount on the date
       in respect of which such amount is determined pursuant to Clause 9.2.

9.4    If the Borrower makes a payment of the nature referred to in Clause
       9.2 other than on the date in respect of which such amount was so
       determined, to the extent necessary, the Agent shall determine whether
       a balancing payment is required and, if so, the Borrower or, as the
       case may be, the Banks shall, within 3 Business Days of a notification
       to that effect, make the appropriate balancing payment.

10.    VOLUNTARY PREPAYMENT

10.1   PREPAYMENT
       Subject to compliance with the terms of the Intercreditor Agreement
       and Clause 10.2 (PREPAYMENT FEE), the Borrower may, if it has given to
       the Agent not less than 10 Business Days' prior written notice to that
       effect, prepay the whole or any part (being, if in part, an amount of
       EURO 5,000,000 or any larger sum) of the Loan in accordance with
       Clause 11.4 (ORDER OF PAYMENT) without, other than as set out in
       Clause 10.2 (PREPAYMENT FEE), premium or penalty.

                                     - 24 -
<Page>

       Any amount prepaid may not be re-borrowed by the Borrower. At the same
       time as all or part of the Loan is prepaid the Borrower shall at the
       same time pay any accrued but unpaid interest in respect of the whole
       or part of the Loan being prepaid.

10.2   PREPAYMENT FEE
       In respect of a prepayment made pursuant to Clause 10.1 (PREPAYMENT)
       to any Bank which was not a party to this Agreement at the Closing
       Date (other than an affiliate of any Bank that was a party at the
       Closing Date), the Borrower agrees to pay a prepayment fee to the
       Agent (for the account of that Bank) equal to:

       (a)       in respect of a prepayment made during the period from the date
                 of this Agreement until the date of the first anniversary of
                 this Agreement, 3% of that Bank's Proportion of the amount
                 prepaid;

       (b)       in respect of a prepayment made during the period from the date
                 of the first anniversary of this Agreement until the date of
                 the second anniversary of this Agreement, 2% of that Bank's
                 Proportion of the amount prepaid; and

       (c)       in respect of a prepayment made during the period from the date
                 of the second anniversary of this Agreement until the date of
                 the third anniversary of this Agreement, 1% of that Bank's
                 Proportion of the amount prepaid.

10.3   NOTICE
       Any notice of prepayment given by the Borrower pursuant to Clause 10.1
       (PREPAYMENT) shall be irrevocable, shall specify the date upon which
       prepayment is to be made and the amount of such prepayment and shall
       oblige the Borrower to make such prepayment on such date.

11.    MANDATORY PREPAYMENT

11.1   EXCESS CASH FLOW
       Following the Senior Discharge Date, if in respect of the financial year
       ending 31 December 2002 or any financial year thereafter the Financial
       Group achieves any Excess Cash Flow (calculated by reference to the
       audited consolidated financial statements of the Financial Group for the
       relevant financial year), the Borrower shall, within one hundred and
       twenty (120) days of the end of such financial year notify the Agent of
       the amount of such Excess Cash Flow and an amount equal to 75% of such
       Excess Cash Flow shall, upon such notification, be applied in prepayment
       and cancellation of the Facility in accordance with Clause 11.4 (ORDER
       OF PAYMENT) immediately or, if the Borrower so decides, on the next
       following Interest Payment Date, PROVIDED THAT if, in respect of any
       financial year, the ratio of Total Debt (calculated on the last day of
       such financial year) to Annualised EBITDA is less than 2.5:1.00, then no
       such prepayment and cancellation of the Facility shall be made in
       respect of such financial year.

11.2   DISPOSALS
       Subject to the terms of the Intercreditor Agreement, an amount equal to:

       (a)       any Disposal Consideration received by any member of the Group
                 from any Asset Disposal less any Permitted Disposal Expenses;
                 and

                                     - 25 -
<Page>

       (b)       any excess of estimated corporation tax or trade tax referable
                 to an Asset Disposal over the amounts of such tax actually
                 payable,

       shall:

                 (i)   in relation to the disposal of a revenue generating asset
                       (which shall include any System and System Assets and
                       shares of Material Group Companies, Subscriber Agreements
                       and other revenue generating assets), on the first
                       Business Day falling 120 days after receipt thereof; and

                 (ii)  in relation to the disposal of an asset (other than a
                       revenue generating asset described in (i) above), to the
                       extent the aggregate of Disposal Consideration received
                       for any such Asset Disposals in any financial year
                       exceeds EURO 250,000, on receipt,

       be applied in prepayment and cancellation of the Facility in accordance
       with Clause 11.4 (ORDER OF PAYMENT) unless, in the case of (i) above,
       such amounts are reinvested in the Group in equivalent revenue
       generating assets and for equivalent or better value within 120 days of
       the receipt thereof.

       The Borrower shall notify the Agent promptly upon receipt of any amounts
       referred to in (a) or (b) above.

11.3   ADDITIONAL FUNDING
       If the Borrower or any other member of the Financial Group:

       (a)       issues or raises any indebtedness for borrowed money after the
                 date of this Agreement including the Senior Notes and the
                 Take-out Debt (other than drawings under the Senior Facility);
                 or

       (b)       issues in the international capital markets or elsewhere
                 (whether by way of public offer, private placement or
                 otherwise) any share or stock or any other instrument
                 convertible into any share or stock,

       an amount equal to the cash proceeds therefrom (net of reasonable
       transaction costs and expenses) received by the Borrower shall be applied
       in prepayment and cancellation of the Facility in accordance with Clause
       11.4 (ORDER OF PAYMENT). The Borrower shall notify the Agent promptly
       upon receipt of any such amount.

11.4   ORDER OF PAYMENT
       11.4.1    Any amount to be applied in payment and cancellation of the
                 Facility, following the Senior Discharge Date, pursuant to
                 Clause 11.1 (EXCESS CASH FLOW), Clause 11.2 (DISPOSALS) or
                 Clause 11.3 (ADDITIONAL FUNDING) shall be applied in the
                 following order:

                 FIRSTLY, against any outstanding fees;

                 SECONDLY, against accrued but unpaid interest that has not been
                 capitalised;

                 THIRDLY, against the PIK Element Amount, and

                 FOURTHLY, against the Reduced Loan Amount.

                                     - 26 -
<Page>

       11.4.2    Any amount received pursuant to Clause 11.3 (ADDITIONAL
                 FUNDING) prior to the Senior Discharge Date shall be applied in
                 the following order:

                 FIRSTLY, against any outstanding fees;

                 SECONDLY, against the Loan such that:

                 (a)  the Reduced Loan Amount is reduced by an amount equal to:

                      A X B / C

                      where: A =   the amount received pursuant to Clause 11.3
                                   (ADDITIONAL FUNDING) less outstanding fees
                                   paid out in priority

                             B =   the Reduced Loan Amount immediately prior to
                                   the prepayment; and

                             C =   the Loan;

                 (b)  the PIK Element Amount is reduced by an amount equal to:

                      A X D / C

                      where: A =   the amount received pursuant to Clause 11.3
                                   (ADDITIONAL FUNDING) less outstanding fees
                                   paid out in priority

                             C =   the Loan; and

                             D =   the PIK Element of the Loan immediately prior
                                   to the prepayment;

                 THIRDLY, against accrued but unpaid and uncapitalised interest;
                 and

                 FOURTHLY, against the Loan (to the extent not repaid pursuant
                 to paragraph (b) above).

11.5   CHARGED ACCOUNT
       11.5.1    All amounts falling within paragraph (i) of Clause 11.2
                 (DISPOSALS) shall, subject to the Intercreditor Agreement, be
                 paid into the Charged Account pending any withdrawal for
                 application as permitted in Clause 11.2 (DISPOSALS).

       11.5.2    Amounts to be prepaid on the next following Interest Payment
                 Date in accordance with Clause 11.1 (EXCESS CASH FLOW) shall be
                 paid into the Charged Account pending prepayment on that next
                 following Interest Payment Date.

12.    TAXES

12.1   TAX GROSS-UP
       All payments to be made by either Obligor to any person under any
       Facility Document shall be made free and clear of and without deduction
       for or on account of tax unless such Obligor is required to make such a
       payment subject to the deduction or withholding

                                     - 27 -
<Page>

       of tax, in which case the sum payable by such Obligor in respect of which
       such deduction or withholding is required to be made shall be increased
       to the extent necessary to ensure that, after the making of the required
       deduction or withholding, such person receives and retains (free from any
       liability in respect of any such deduction or withholding) a net sum
       equal to the sum which it would have received and so retained had no such
       deduction or withholding been made or required to be made.

12.2   TAX INDEMNITY
       Without prejudice to Clause 12.1 (TAX GROSS-UP), if any Finance Party or
       the Agent on its behalf is required to make any payment of or on account
       of tax on or in relation to any sum received or receivable hereunder
       (including any sum deemed for purposes of tax to be received or
       receivable by such person whether or not actually received or receivable)
       or if any liability in respect of any such payment is asserted, imposed,
       levied or assessed against any Finance Party or the Agent on its behalf,
       the Borrower shall, upon demand of the Agent, promptly indemnify the
       Finance Party which suffers a loss or liability as a result against such
       payment or liability, together with any interest, penalties, costs and
       expenses payable or incurred in connection therewith, PROVIDED THAT this
       Clause 12.2 shall not apply to:

       12.2.1    any tax imposed and calculated by reference to the net income
                 actually received or receivable by such Finance Party (but, for
                 the avoidance of doubt, not including any sum deemed for
                 purposes of tax to be received or receivable by such Finance
                 Party but not actually receivable) by the jurisdiction in which
                 such Finance Party is incorporated; or

       12.2.2    any tax imposed on and calculated by reference to the net
                 income of the Facility Office of such Finance Party actually
                 received or receivable by such Finance Party (but, for the
                 avoidance of doubt, not including any sum deemed for purposes
                 of tax to be received or receivable by such Finance Party but
                 not actually receivable) by the jurisdiction in which its
                 Facility Office is located.

13.    TAX RECEIPTS

13.1   NOTIFICATION OF REQUIREMENT TO DEDUCT TAX
       If, at any time, either Obligor is required by law to make any deduction
       or withholding from any sum payable by it under any Facility Document (or
       if thereafter there is any change in the rates at which or the manner in
       which such deductions or withholdings are calculated), such Obligor shall
       promptly notify the Agent.

13.2   EVIDENCE OF PAYMENT OF TAX
       If either Obligor makes any payment under any Facility Document in
       respect of which it is required to make any deduction or withholding, it
       shall pay the full amount required to be deducted or withheld to the
       relevant taxation or other authority within the time allowed for such
       payment under applicable law and shall deliver to the Agent for each
       Finance Party, within thirty days after it has made such payment to the
       applicable authority, an original receipt (or a certified copy thereof)
       issued by such authority or, if the applicable authority does not issue
       such a receipt, by the Borrower evidencing the payment to such authority
       of all amounts so required to be deducted or withheld in respect of that
       Finance Party's share of such payment.

                                     - 28 -
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13.3   TAX CREDIT PAYMENT
       If either Obligor makes a payment under Clause 12 (TAXES) for account of
       any person and such person, in its sole opinion, determines that it has
       received or been granted a credit against or relief or remission for, or
       repayment of tax paid or payable by it in respect of or calculated with
       reference to the deduction or withholding giving rise to such payment,
       such person shall, to the extent that it can in its sole discretion do
       so, without prejudice to the retention of the amount of such credit,
       relief, remission or repayment pay to such Obligor such amount as such
       person shall, in its sole opinion, have calculated to be attributable to
       such tax. If an Event of Default or Potential Event of Default has
       occurred and is continuing, any such payment may be paid to such interest
       bearing account as the Agent may in its absolute discretion select and be
       held as security for the performance of the obligations of such Obligor
       under the Facility Documents. Nothing herein contained shall interfere
       with the right of a person to arrange its tax affairs in whatever manner
       it thinks fit and, in particular, no person shall be under any obligation
       to claim credit, relief, remission or repayment from or against its
       corporate profits or similar tax liability in respect of the amount of
       such deduction or withholding or payment on account of tax in priority to
       any other claims, reliefs, credits or deductions available to it, nor
       oblige any person to disclose any information relating to its tax affairs
       or any of its tax computations.

13.4   TAX CREDIT CLAWBACK
       If any Finance Party makes any payment to an Obligor pursuant to Clause
       13.3 (TAX CREDIT PAYMENT) and such Finance Party subsequently determines,
       in its sole opinion acting in good faith, that the credit, relief,
       remission or repayment in respect of which such payment was made was not
       available or has been withdrawn or that it was unable to use such credit,
       relief, remission or repayment in full, such Obligor shall reimburse such
       Finance Party such amount as such Finance Party determines, in its sole
       opinion acting in good faith, is necessary to place it in the same
       after-tax position as it would have been in if such credit, relief,
       remission or repayment had been obtained and fully used and retained by
       such Finance Party.

14.    INCREASED COSTS

14.1   INCREASED COSTS
       Subject to Clause 14.4 (EXCLUSIONS) the Borrower shall, within three
       Business Days of a demand by the Agent, pay for the account of a Finance
       Party the amount of any Increased Costs incurred by that Finance Party or
       its holding company as a result of (i) the introduction of or any change
       in (or in the interpretation or application of) any law or regulation or
       (ii) compliance with any law or regulation made after the date of this
       Agreement.

       In this Agreement "INCREASED COSTS" means:

       14.1.1    a reduction in the rate of return from the Facility or on a
                 Finance Party's (or its holding company's) overall capital;

       14.1.2    an additional or increased cost; or

       14.1.3    a reduction of any amount due and payable under any Facility
                 Document,

                                     - 29 -
<Page>

       which is incurred or suffered by a Finance Party or its holding company
       to the extent that it is attributable to that Finance Party having
       entered into its Commitment or funding or performing its obligations
       under any Facility Document.

14.2   NOTIFICATION
       A Finance Party intending to make a claim pursuant to Clause 14.1
       (INCREASED COSTS) shall notify the Agent of the event by reason of which
       it is entitled to do so within 60 days of the date upon which such
       Finance Party's Facility Office became aware of its entitlement to make
       such a claim and the amount thereof, whereupon the Agent shall notify the
       Borrower thereof (giving reasonable details of how such cost, reduction
       in rate of return, increased cost or liability has been calculated)
       PROVIDED THAT nothing herein shall require such Finance Party to disclose
       any confidential information relating to the organisation of its affairs.

14.3   NO LIABILITY FOR DELAY
       The Borrower shall not be obliged to indemnify any person for any part of
       any cost, reduction in rate of return, increased cost or liability under
       Clause 14.1 (INCREASED COSTS) which would otherwise be payable if such
       amount was incurred solely by reason of an unreasonable delay in the
       relevant Finance Party notifying the Agent of the event by which it is
       entitled to be so indemnified after the relevant person has become aware
       of the occurrence of such event and can compute a reasonable estimate of
       the amount of such cost, reduction in rate of return, increased cost or
       liability.

14.4   EXCLUSIONS
       Notwithstanding Clause 14.1 (INCREASED COSTS) above, the Borrower shall
       not be obliged to make any payment pursuant thereto to the extent that
       the relevant cost, reduction in rate of return, increased cost or
       liability:

       14.4.1    results from compliance with a relevant request or requirement
                 not having the force of law unless compliance therewith is
                 customary on the part of financial institutions in the position
                 of the Finance Party concerned;

       14.4.2    to the extent that such cost, reduction in rate of return,
                 increased cost or liability is compensated under any other
                 provision of this Agreement;

       14.4.3    results from the relevant Finance Party having exceeded a
                 limit, or failed to comply with an obligation, in effect at the
                 date hereof, by reason of having agreed to the terms hereof; or

       14.4.4    attributable to the wilful breach by the relevant Finance Party
                 or its affiliates of any law or regulation.

15.    ILLEGALITY

       If, at any time, it is unlawful for a Bank to make, fund, issue,
       participate in or allow to remain outstanding all or any of the Loan,
       then that Bank shall, promptly after becoming aware of the same, deliver
       to the Borrower through the Agent a certificate to that effect and,
       unless such illegality is avoided in accordance with Clause 16
       (MITIGATION):

                                     - 30 -
<Page>

       15.1.1    such Bank shall not thereafter be obliged to make the Loan
                 hereunder and the amount of its Available Commitment shall be
                 immediately reduced to zero; and

       15.1.2    if the Agent on behalf of such Bank so requires, the Borrower
                 shall on the latest date as is, in the Bank's sole opinion, the
                 latest date permitted by law or, if such date cannot be
                 ascertained by the Bank, upon such date as the Agent shall have
                 reasonably specified on the instructions of such Bank repay
                 such Bank's share of the outstanding Loan together with accrued
                 interest thereon and all other amounts owing to such Bank
                 hereunder.

16.    MITIGATION

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

       16.1.1    the reduction of its Available Commitment to zero pursuant to
                 sub-clause 15.1.1 of Clause 15 (ILLEGALITY); or

       16.1.2    a requirement to make an additional payment under Clause 12.1
                 (TAX GROSS-UP) or a claim for indemnification pursuant to
                 Clause 12.2 (TAX INDEMNITY) or Clause 14 (INCREASED COSTS),

       then, without in any way limiting, reducing or otherwise qualifying the
       rights of such Bank or the obligations of the Borrower under any of the
       Clauses referred to in sub-clauses 16.1.1 and 16.1.2 such Bank shall
       promptly upon its Facility Office becoming aware of the same notify the
       Agent thereof and, take such steps as such Bank considers at its sole
       discretion appropriate to mitigate the effects of such circumstances
       including the transfer of its Facility Office to another jurisdiction or
       the transfer of its rights and obligations hereunder to another financial
       institution willing to participate in the Facility PROVIDED THAT such
       Bank shall be under no obligation to take any such action if, in the
       opinion of such Bank in its sole discretion, to do so might have any
       adverse effect upon its business, operations, financial condition or tax
       affairs.

17.    REPRESENTATIONS

17.1   Each Obligor acknowledges that each Finance Party has entered into this
       Agreement and participated in the Facility in full reliance on the
       representations in this Clause 17.

17.2   REPRESENTATIONS
       Each Obligor represents that (in respect of itself and each Senior
       Obligor):

       17.2.1    STATUS it is a limited company, a stock corporation, a limited
                 partnership or, as the case may be, a corporation duly formed,
                 registered and validly existing under the laws of its Relevant
                 Jurisdiction;

       17.2.2    CAPACITY it has the capacity, power and authority to own its
                 own property and to conduct its business as it is now being
                 conducted and to enter into the Facility Documents and the
                 Relevant Contracts to which it is a party and to exercise its
                 rights and perform its obligations thereunder;

                                     - 31 -
<Page>

       17.2.3    AUTHORISATION all action required to authorise the execution,
                 delivery and performance of the Facility Documents and the
                 Relevant Contracts to which it is party has been duly taken;

       17.2.4    NO DEDUCTION OR WITHHOLDING under the laws of its Relevant
                 Jurisdiction in force at the date hereof, it will not be
                 required to make any deduction or withholding from any payment
                 it may make under any of the Facility Documents;

       17.2.5    PARI PASSU under the laws of its Relevant Jurisdiction in force
                 at the date hereof, the claims of each Finance Party against it
                 under:

                 (a)  the Facility Documents (other than the Second Security
                      Documents) to which it is a party will rank at least PARI
                      PASSU with the claims of all its other unsecured creditors
                      save those whose claims are preferred solely by any
                      bankruptcy, insolvency, liquidation or other similar laws
                      of general application (and subject to the terms of the
                      Intercreditor Agreement); and

                 (b)  subject to the terms of the Intercreditor Agreement, the
                      Second Security Documents to which it is a party rank
                      ahead of the claims of all its other creditors (save those
                      whose claims are preferred solely by any bankruptcy,
                      insolvency, liquidation or other similar laws of general
                      application and other than, if and to the extent
                      applicable, creditors with the benefit of Permitted
                      Encumbrances) against the assets the subject of the
                      encumbrances created by such Second Security Documents;

       17.2.6    NO IMMUNITY in any proceedings taken in its Relevant
                 Jurisdiction in relation to any of the Facility Documents, it
                 will not be entitled to claim for itself or any of its assets
                 immunity from suit, execution, attachment or other legal
                 process;

       17.2.7    GOVERNING LAW AND JUDGEMENTS in any proceedings taken in its
                 Relevant Jurisdiction in relation to any of the Facility
                 Documents, the choice of English law or, as the case may be,
                 German law or Dutch law as the governing law of the Facility
                 Documents and any judgement obtained in England or, as the case
                 may be, Germany or The Netherlands will be recognised and
                 enforced, in such Relevant Jurisdiction subject to any
                 qualifications as to matters of law in the legal opinions to be
                 delivered in connection herewith;

       17.2.8    VALIDITY AND ADMISSIBILITY IN EVIDENCE all acts, conditions and
                 things required to be done, fulfilled, performed and obtained
                 (including, without limitation, the obtaining of any necessary
                 consents) in order (a) to enable it lawfully to enter into,
                 exercise its rights under and perform and comply with the
                 obligations expressed to be assumed by it in the Facility
                 Documents and the Relevant Contracts to which it is a party,
                 (b) to ensure that the obligations expressed to be assumed by
                 it in the Facility Documents and the Relevant Contracts to
                 which it is a party are legal, valid and binding and (c) to
                 make the Facility Documents and the Relevant Contracts to which
                 it is a party admissible in evidence in the forum selected in
                 the relevant document have been done, fulfilled, performed and
                 obtained;

                                     - 32 -
<Page>

       17.2.9    NO FILING OR STAMP TAXES under the laws of its Relevant
                 Jurisdiction in force at the date hereof, it is not necessary
                 that any of the Facility Documents or the Relevant Contracts be
                 filed, recorded or enrolled with any court or other authority
                 in such jurisdiction or that any stamp, registration or similar
                 tax be paid on or in relation to any of the Facility Documents
                 or Relevant Contracts, save for (i) the notarisation in Germany
                 or Basel, Switzerland of the appropriate Share Pledges, (ii)
                 the notarisation of the instruments constituting the Second
                 Dutch Share Pledge in the Netherlands and (iii) the
                 notarisation in Germany or, as the case may be, Basel,
                 Switzerland of the Share Option Agreement;

       17.2.10   BINDING OBLIGATIONS the obligations expressed to be assumed by
                 it in the Facility Documents and the Relevant Contracts to
                 which it is a party are legal and valid obligations binding on
                 it and enforceable in accordance with the terms thereof,
                 subject to any qualifications as to matters of law in the legal
                 opinions delivered or to be delivered in connection herewith or
                 therewith; and

       17.2.11   INFORMATION SYSTEMS the computer and management information
                 systems of the Group are sufficient to permit the Group to
                 conduct its business without Material Adverse Effect.

17.3   FURTHER REPRESENTATIONS
       The Borrower (with respect to itself and each member of the Group) and
       PMG (with respect to itself and each of its subsidiaries only) further
       represent (in the case of sub-clauses 17.3.11, 17.3.12 and 17.3.13, in
       all such cases to the best of its knowledge and belief having made all
       reasonable enquiries) that:

       17.3.1    NO WINDING-UP no member of the Financial Group has taken any
                 corporate action nor have any other formal steps been taken or
                 legal proceedings been started or, to the best of its knowledge
                 and belief, threatened against it for its winding-up,
                 dissolution, administration or re-organisation, as the case may
                 be, or for the appointment of a receiver, preliminary receiver,
                 trustee or similar officer of it or them or of any or all of
                 its or their assets or revenues (other than a solvent
                 reorganisation on terms and conditions approved by the
                 Instructing Group);

       17.3.2    NO MATERIAL DEFAULTS no member of the Financial Group is in
                 breach of or in default under any agreement to which it is a
                 party or which is binding on it or any of its assets to an
                 extent or in a manner which would be likely to have a Material
                 Adverse Effect;

       17.3.3    NO MATERIAL PROCEEDINGS no action, arbitration proceeding or
                 administrative proceeding of or before any court or agency has
                 been started or, to the best of its knowledge and belief,
                 threatened which has a reasonable prospect of success and
                 which, if it succeeded, would be likely to have a Material
                 Adverse Effect;

       17.3.4    ORIGINAL FINANCIAL STATEMENTS the Original Financial Statements
                 were prepared in accordance with U.S. GAAP consistently applied
                 and (in conjunction with the notes thereto) fairly represent in
                 accordance with U.S. GAAP the financial

                                     - 33 -
<Page>

                 condition and operations of the Financial Group during the
                 financial year then ended;

       17.3.5    NO MATERIAL ADVERSE CHANGE since publication of the Original
                 Financial Statements there has been no material adverse change
                 in the business or financial condition of the Financial Group
                 taken as a whole;

       17.3.6    WRITTEN INFORMATION (a) all of the written information supplied
                 by or on behalf of any member of the Financial Group and its
                 advisers to the Finance Parties or any of them or their
                 advisers in connection with any Facility Document on or prior
                 to the date hereof and relating to any member of the Financial
                 Group is true, complete and accurate in all material respects
                 and (b) it is not aware of any material facts or circumstances
                 that have not been disclosed to the Finance Parties or any of
                 them;

       17.3.7    ENCUMBRANCES save for Permitted Encumbrances (i) no encumbrance
                 exists over all or any of the assets of the Financial Group and
                 (ii) the execution by each Obligor of the Facility Documents
                 and by each Obligor and Senior Obligor of the Relevant
                 Contracts to which it is a party and the exercise by such
                 Obligor and by each Senior Obligor of its rights and
                 performance of its obligations thereunder will not result in
                 the existence of nor oblige any member of the Financial Group
                 to create any encumbrance over all or any of its present or
                 future revenues or assets;

       17.3.8    EXECUTION OF FACILITY DOCUMENTS AND RELEVANT CONTRACTS the
                 execution by each of the Obligors of the Facility Documents and
                 by each member of the Group of the Relevant Contracts to which
                 it is a party and its exercise of its rights and performance of
                 its obligations thereunder do not and will not:

                 (a)  conflict with any agreement, mortgage, bond or other
                      instrument or treaty to which any member of the Financial
                      Group is a party or which is binding upon them or any of
                      their assets;

                 (b)  conflict with the constitutive documents and rules and
                      regulations of any member of the Financial Group; or

                 (c)  conflict with any applicable law, regulation or official
                      or judicial order;

       17.3.9    PRIVATE AND COMMERCIAL ACTS the execution by each Obligor of
                 the Facility Documents and by each member of the Group of the
                 Relevant Contracts to which it is a party constitutes, and its
                 exercise of its rights and performance of its obligations
                 hereunder or thereunder will constitute, private and commercial
                 acts done and performed for private and commercial purposes;

       17.3.10   ENVIRONMENTAL COMPLIANCE each member of the Group has (a) at
                 all times complied with all Environmental Laws and
                 Environmental Licences and (b) obtained and maintained in full
                 force and effect all Environmental Licences, save to the extent
                 in each case that failure so to do would not be likely to have
                 a Material Adverse Effect, and there are no facts or
                 circumstances entitling any such Environmental Licences to be
                 revoked, suspended, amended, varied,

                                     - 34 -
<Page>

                 withdrawn or not renewed in circumstances which would be likely
                 to give rise to a Material Adverse Effect;

       17.3.11   ENVIRONMENTAL CLAIMS no Material Environmental Claim is pending
                 or has been made or, to the best of its knowledge and belief,
                 threatened against any member of the Group;

       17.3.12   SUFFICIENCY OF INTELLECTUAL PROPERTY RIGHTS the Intellectual
                 Property Rights owned by or licensed to the members of the
                 Group are all the Intellectual Property Rights required by them
                 in order to carry out, maintain and operate their respective
                 businesses, properties and assets and no member of the Group in
                 carrying on its respective businesses, infringes any
                 Intellectual Property Rights of any third party to any extent
                 which would be likely to have a Material Adverse Effect;

       17.3.13   NO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS no Intellectual
                 Property Rights owned by the members of the Group are, to the
                 best of its knowledge and belief, being infringed, nor, to the
                 best of its knowledge and belief, is there any threatened
                 infringement of any such Intellectual Property Rights in each
                 case which would be likely to have a Material Adverse Effect;

       17.3.14   RELEVANT CONTRACTS IN FORCE save to an extent which is not
                 likely to have a Material Adverse Effect, the Relevant
                 Contracts are in full force and effect;

       17.3.15   NO BREACH OF RELEVANT CONTRACTS no Obligor nor any Senior
                 Obligor is in breach of the terms of any of the Relevant
                 Contracts to which it is a party, nor is there any material
                 dispute subsisting between the parties thereto, which in either
                 case would be likely to have a Material Adverse Effect;

       17.3.16   NECESSARY AUTHORISATIONS none of the Necessary Authorisations
                 are the subject of any pending or, to the best of its knowledge
                 and belief, threatened challenge, revocation, suspension or
                 withdrawal nor are any sanctions pending or, to the best of its
                 knowledge and belief, threatened thereunder in each case to an
                 extent which would be likely to have a Material Adverse Effect
                 and each such Necessary Authorisation is in full force and
                 effect save to the extent that any failure to be in full force
                 and effect would not be likely to have a Material Adverse
                 Effect;

       17.3.17   NO EVENT OF DEFAULT no (a) Event of Default or (b) Potential
                 Event of Default has occurred and is continuing;

       17.3.18   TELECOMMUNICATIONS AND CABLE LAWS each member of the Group
                 complies and at all times has complied with all
                 Telecommunications and Cable Laws save to the extent that any
                 non-compliance would not be likely to have a Material Adverse
                 Effect;

       17.3.19   OWNERSHIP OF PMG in the case of PMG only, and in respect of
                 itself only, that it is a direct wholly owned subsidiary of the
                 Borrower;

                                     - 35 -
<Page>

       17.3.20   GROUP STRUCTURE the Group structure at the date hereof is as
                 set out in the Group Structure Charts;

       17.3.21   ASSETS OF PMG in the case of PMG only and in respect of itself
                 only, that its assets comprise solely (a) the shares which it
                 beneficially owns directly or indirectly in its subsidiaries;
                 (b) the loans made by it to any of its subsidiaries in
                 accordance with the terms of the Senior Facility in the form
                 existing as at the date of this Agreement; (c) receivables from
                 management services provided on arms' length terms to members
                 of the Group; (d) account balances on current accounts
                 maintained in the ordinary course of its business; (e) assets
                 not included in the operation of and the day to day running of
                 the Broadband Services network and (f) assets required for the
                 administration or management of the other assets described in
                 this sub-clause;

       17.3.22   ASSETS OF THE BORROWER in the case of the Borrower only and in
                 respect of itself only, that its assets comprise solely (a) the
                 shares which it owns directly in PMG; (b) the limited
                 partnership interests which it owns in the direct and indirect
                 subsidiaries of PMG, (which subsidiaries in (a) and (b) shall
                 include the subsidiaries named in the Group Structure Charts
                 and any future subsidiaries acquired by a member of the Group
                 pursuant to sub-clause 20.4.2 of Clause 20.4 (COVENANTS OF
                 PMG)) and (c) the loans made by it to any Senior Obligor by way
                 of Subordinated Debt;

17.4   REPETITION OF REPRESENTATIONS
       Each of the representations referred to in Clause 17.2 (REPRESENTATIONS)
       and Clause 17.3 (FURTHER REPRESENTATIONS) (other than those contained in
       sub-clauses 17.2.3, 17.2.4, 17.2.5 and 17.2.9 and sub-clauses 17.3.1,
       17.3.5, 17.3.6, 17.3.14 and 17.3.20) shall be deemed to be repeated by
       the relevant Obligors on the date of any Notice of Drawdown hereunder, or
       the Utilisation Date and on the first day of each Interest Period, by
       reference to the facts and circumstances then existing but as if
       references to the Original Financial Statements were references to the
       audited (and consolidated) financial statements of the Borrower most
       recently delivered to the Agent pursuant hereto.

18.    INFORMATION

18.1   FINANCIAL STATEMENTS
       The Borrower and PMG shall:

       18.1.1    ANNUAL STATEMENTS as soon as the same become available, but in
                 any event within 120 days after the end of each of its
                 financial years, deliver to the Agent the audited annual
                 consolidated financial statements of the Financial Group
                 prepared in accordance with U.S. GAAP PROVIDED THAT if in
                 accordance with the German Commercial Code (HGB) either Obligor
                 is required to prepare unaudited or, as the case may be,
                 audited financial statements or if in accordance with the
                 German Banking Act (KWG) requirements the Banks are required to
                 receive the unaudited or, as the case may be, audited financial
                 statements of either Obligor, such audited or, as the case may
                 be, unaudited financial statements shall be provided to the
                 Banks immediately;

                                     - 36 -
<Page>

       18.1.2    QUARTERLY STATEMENTS deliver to the Agent as soon as
                 practicable but in any event within 45 days after the end of
                 each Quarterly Period, the consolidated quarterly financial
                 statements of the Financial Group prepared in accordance with
                 U.S. GAAP together with a Compliance Certificate and a
                 Subscriber Certificate in each case certified by the managing
                 director of the Borrower;

       18.1.3    BUSINESS PLAN AND STATEMENTS as soon as practicable but in any
                 event within 60 days of the end of each of its financial years,
                 deliver to the Agent (a) a revised consolidated business plan
                 (in a format acceptable to the Banks) for the Financial Group
                 including projected profit and loss accounts and cash flow
                 statements for the Financial Group for each calendar month
                 during the period of 12 calendar months commencing immediately
                 after the end of each such financial year, and (b) for each
                 financial year (until the Final Maturity Date), projected
                 profit and loss accounts, balance sheets and cash flow
                 statements for the Financial Group consolidated in accordance
                 with U.S. GAAP, projected Capital Expenditure of the Group
                 (detailing the date(s) on which such Capital Expenditure is
                 projected to be incurred, when it is to be paid and the member
                 of the Financial Group that is to incur such Capital
                 Expenditure and a description of the item(s) to which that
                 Capital Expenditure relates) together with a reconciliation
                 statement reconciling the performance of the Financial Group
                 during the previous financial year with the business plan
                 delivered in respect of the Financial Group for such previous
                 financial year and an explanation (in reasonable detail) of
                 such reconciliation; and

       18.1.4    OTHER INFORMATION from time to time on the request of the
                 Agent, furnish the Agent for distribution to the Banks, with
                 such other information concerning the Borrower or any member of
                 the Financial Group as the Agent may reasonably require.

18.2   REQUIREMENTS AS TO FINANCIAL STATEMENTS
       The Borrower and PMG shall ensure that:

       18.2.1    each set of financial statements delivered by it pursuant to
                 sub-clause 18.1.1 of Clause 18.1 (FINANCIAL STATEMENTS) is
                 prepared on the same basis as was used in the preparation of
                 the Original Financial Statements and in accordance with U.S.
                 GAAP and consistently applied;

       18.2.2    each set of financial statements delivered by it pursuant to
                 sub-clause 18.1.1 of Clause 18.1 (FINANCIAL STATEMENTS) is
                 certified by a duly authorised officer of the relevant Obligor
                 as giving a true and fair view of the financial condition of
                 such Obligor, or, in the case of the consolidated accounts of
                 the Borrower of the Financial Group in each case as at the end
                 of the period to which those financial statements relate and of
                 the results of the operations of such Obligor, or, as
                 appropriate, the Financial Group during such period;

       18.2.3    each set of financial statements delivered by it pursuant to
                 sub-clause 18.1.1 of Clause 18.1 (FINANCIAL STATEMENTS) has
                 been audited by a generally recognised international firm of
                 auditors acceptable to the Agent;

                                     - 37 -
<Page>

       18.2.4    each set of financial statements delivered under each of
                 sub-clauses 18.1.1, 18.1.2 and 18.1.3 of Clause 18.1 (FINANCIAL
                 STATEMENTS) is prepared on a consistent basis to the financial
                 statements previously delivered thereunder, save to the extent
                 good practice or law requires otherwise; and

       18.2.5    the managing director of the Borrower certifies that it is not
                 unable to meet its debts as they fall due at the same time that
                 the Compliance Certificate is delivered to the Agent pursuant
                 to sub-clause 18.1.2 of Clause 18.1 (FINANCIAL STATEMENTS).

18.3   ACCURACY OF INFORMATION
       The Borrower and PMG shall ensure that all written information supplied
       by or on behalf of any member of the Financial Group and its advisers to
       the Finance Parties or any of them or their advisers in connection
       herewith after the date hereof which relates to any member of the
       Financial Group is true, complete and accurate in all material respects
       at the time it is delivered.

18.4   ACCOUNTING POLICIES
       The Borrower shall ensure that in the event that any financial statements
       are delivered which are not prepared on a consistent basis to financial
       statements previously delivered hereunder, such financial statements are
       accompanied by an explanation of any changes to accounting bases used
       with a reconciliation of any of the covenants in Clause 19 (FINANCIAL
       CONDITION) to the extent reasonably requested by an Instructing Group.

18.5   OTHER INFORMATION
       Each Obligor shall from time to time, on the request of the Agent,
       furnish the Agent with such information about its, or, in the case of the
       Borrower, its or any Senior Obligor's or the Financial Group's business
       condition (financial and otherwise), operations, performance, assets or
       prospects as the Agent or any Finance Party through the Agent may
       reasonably require and, in particular, all information and documents as
       may be required under Sections 13, 13(a) and 18 of the German Banking Act
       (GESETZ UBER DAS KREDITWESEN).

18.6   ABILITY TO PAY DEBTS
       Each Obligor shall, and the Borrower shall ensure that each Senior
       Obligor and each Material Group Company shall, provide the auditors (as
       referred to in Clause 21.8 (INSOLVENCY AND RESCHEDULING)) with all
       information required by them in order to determine such Obligor's, or, as
       the case may be, such Senior Obligor's or such Material Group Company's
       ability to pay its debts as they fall due in accordance with and as
       contemplated in Clause 21.8 (INSOLVENCY AND RESCHEDULING).

19.    FINANCIAL CONDITION

       The consolidated financial condition of the Financial Group as evidenced
       by the then most recent consolidated financial statements delivered
       pursuant to sub-clauses 18.1.1, 18.1.2 and 18.1.3 of Clause 18.1
       (FINANCIAL STATEMENTS) (adjusted as an Instructing Group may reasonably
       consider appropriate (or in the event of a dispute between the Borrower
       and an Instructing Group as to what is appropriate, as determined by the
       auditors of the Borrower), to take account of any changes in the basis on
       which such

                                     - 38 -
<Page>

       statements were prepared or in generally accepted applicable accounting
       principles) shall be such that:

19.1   TOTAL LEVERAGE RATIO
       As at each Quarter Day specified below the ratio of Total Debt to
       Annualised EBITDA (determined in respect of the Quarterly Period which
       ends on such Quarter Day) shall not exceed the ratio set alongside such
       Quarter Day:

<Table>
<Caption>
        QUARTER DAY                                                                    RATIO
        <S>                                                                            <C>
        31 March 2002                                                                  13.75:1.00
        30 June 2002                                                                   13.20:1.00
        30 September 2002                                                              13.20:1.00
        31 December 2002                                                               12.10:1.00
        31 March 2003                                                                  12.10:1.00
        30 June 2003                                                                   11.82:1.00
        30 September 2003                                                              11.82:1.00
        31 December 2003                                                               11.00:1.00
        31 March 2004                                                                  11.00:1.00
        30 June 2004                                                                   10.72:1.00
        30 September 2004                                                              10.72:1.00
        31 December 2004                                                               09.90:1.00
        31 March 2005                                                                  09.90:1.00
        30 June 2005                                                                   09.62:1.00
        30 September 2005                                                              09.62:1.00
        31 December 2005 and on each Quarter Day thereafter                            08.80:1.00
</Table>

19.2   NET SENIOR LEVERAGE RATIO
       As at each Quarter Day specified below the ratio of Net Senior Debt to
       Annualised EBITDA (determined in respect of the Quarterly Period which
       ends on such Quarter Day) shall not exceed the ratio set alongside such
       Quarter Day:

<Table>
<Caption>
        QUARTER DAY                                                                    RATIO
        <S>                                                                            <C>
        31 March 2002                                                                  8.25:1.00
        30 June 2002                                                                   8.08:1.00
        30 September 2002                                                              8.08:1.00
        31 December 2002                                                               7.70:1.00
        31 March 2003                                                                  7.70:1.00
        30 June 2003                                                                   7.42:1.00
        30 September 2003                                                              7.42:1.00
        31 December 2003                                                               6.60:1.00
        31 March 2004                                                                  6.60:1.00
        30 June 2004                                                                   6.32:1.00
        30 September 2004                                                              6.32:1.00
        31 December 2004                                                               5.50:1.00
        31 March 2005                                                                  5.50:1.00
        30 June 2005                                                                   5.22:1.00
        30 September 2005                                                              5.22:1.00
        31 December 2005                                                               4.40:1.00
</Table>

                                     - 39 -
<Page>

<Table>
<Caption>
        QUARTER DAY                                                                    RATIO
        <S>                                                                            <C>
        31 March 2006                                                                  4.40:1.00
        30 June 2006                                                                   4.12:1.00
        30 September 2006                                                              4.12:1.00
        31 December 2006                                                               3.57:1.00
        31 March 2007                                                                  3.57:1.00
        30 June 2007                                                                   3.57:1.00
        30 September 2007                                                              3.57:1.00
        31 December 2007 and on each Quarter Day thereafter                            3.30:1.00
</Table>

19.3   TOTAL INTEREST RATIO
       As at each Quarter Day set out below, the ratio of Consolidated EBITDA to
       Total Cash Interest Expense (determined in respect of the Quarterly
       Period which ends on such Quarter Day) shall not be less than the ratio
       set alongside such Quarter Day:

<Table>
<Caption>
        QUARTER DAY                                                                    RATIO
        <S>                                                                            <C>
        31 March 2002                                                                  0.90:1.00
        30 June 2002                                                                   0.90:1.00
        30 September 2002                                                              0.90:1.00
        31 December 2002                                                               0.90:1.00
        31 March 2003                                                                  0.90:1.00
        30 June 2003                                                                   0.95:1.00
        30 September 2003                                                              0.95:1.00
        31 December 2003                                                               0.99:1.00
        31 March 2004                                                                  0.99:1.00
        30 June 2004                                                                   1.08:1.00
        30 September 2004                                                              1.08:1.00
        31 December 2004                                                               1.22:1.00
        31 March 2005                                                                  1.22:1.00
        30 June 2005                                                                   1.31:1.00
        30 September 2005                                                              1.31:1.00
        31 December 2005                                                               1.49:1.00
        31 March 2006                                                                  1.49:1.00
        30 June 2006                                                                   1.58:1.00
        30 September 2006                                                              1.58:1.00
        31 December 2006                                                               1.80:1.00
        31 March 2007                                                                  1.80:1.00
        30 June 2007                                                                   1.94:1.00
        30 September 2007                                                              1.94:1.00
        31 December 2007                                                               2.21:1.00
        31 March 2008                                                                  2.21:1.00
        30 June 2008                                                                   2.30:1.00
        30 September 2008                                                              2.30:1.00
        31 December 2008 and on each Quarter Day thereafter                            2.57:1.00
</Table>

                                     - 40 -
<Page>

19.4   PRO FORMA DEBT SERVICE RATIO
       In respect of the Quarterly Period ending 31 December 2002 and each
       Quarterly Period thereafter, and tested by reference to the consolidated
       financial statements of the Financial Group for such Quarterly Period,
       the ratio of Annualised EBITDA of the Financial Group to Pro Forma Debt
       Service shall not be less than 0.90:1.00 on the last day of such
       Quarterly Period.

19.5   MINIMUM EBITDA
       19.5.1    As at each Quarter Day specified below the Consolidated EBITDA
                 of the Financial Group, determined on a rolling 12 month basis,
                 shall not fall below the amount set alongside such Quarter Day:

<Table>
<Caption>
                  QUARTER DAY                                           MINIMUM CONSOLIDATED
                                                                        EBITDA (EURO,000)
                   <S>                                                               <C>
                   31 March 2002                                                      60,091
                   30 June 2002                                                       61,610
                   30 September 2002                                                  63,885
                   31 December 2002                                                   66,501
                   31 March 2003                                                      66,304
                   30 June 2003                                                       69,919
                   30 September 2003                                                  72,937
                   31 December 2003                                                   76,649
                   31 March 2004                                                      80,177
                   30 June 2004                                                       83,725
                   30 September 2004                                                  87,285
                   31 December 2004                                                   90,888
                   31 March 2005                                                      94,757
                   30 June 2005                                                       98,793
                   30 September 2005                                                 102,927
                   31 December 2005                                                  107,264
                   31 March 2006                                                     111,641
                   30 June 2006                                                      116,142
                   30 September 2006                                                 120,727
                   31 December 2006                                                  125,483
                   31 March 2007                                                     130,357
                   30 June 2007                                                      135,374
                   30 September 2007                                                 140,486
                   31 December 2007                                                  145,794
                   31 March 2008                                                     151,157
                   30 June 2008                                                      156,649
                   30 September 2008                                                 162,224
                   31 December 2008                                                  167,975
                   31 March 2009                                                     172,988
                   30 June 2009                                                      177,761
                   30 September 2009                                                 182,376
                   31 December 2009 and on each Quarter day thereafter               186,664
</Table>

                                     - 41 -
<Page>

                 A "rolling 12 month basis" shall be construed as the period of
                 four consecutive Quarterly Periods ending on the relevant
                 Quarter Day.

       19.5.2    The covenant contained in sub-clause 22.5.1 shall be reset upon
                 completion of each Permitted Acquisition to include 80% of the
                 pro forma net income of the company or assets acquired. The pro
                 forma net income of such company or assets acquired shall be
                 calculated by reference to (a) 40% of the pro forma net income
                 of such company or assets for the period from January to June
                 inclusive and (b) 60% of the pro forma net income of such
                 company or assets for the period from July to December
                 inclusive.

19.6   PRO FORMA INTEREST RATIO
       As at each Quarter Day set out below, the ratio of Annualised EBITDA
       (determined in respect of the Quarterly Period which ends on such Quarter
       Day) to Pro Forma Cash Interest Expense (determined on such Quarter Day)
       shall not be less than the ratio set alongside such Quarter Day:

<Table>
<Caption>
        QUARTER DAY                                                     RATIO
        <S>                                                             <C>
        31 March 2002                                                   0.9:1.00
        30 June 2002                                                    0.9:1.00
        30 September 2002                                               0.9:1.00
        31 December 2002                                                0.9:1.00
</Table>

19.7   CAPITAL EXPENDITURE
       As at each Quarter Day specified below, Capital Expenditure of the
       Financial Group, determined on a rolling 12 month basis, shall not exceed
       the amount set alongside such Quarter Day:

<Table>
<Caption>
                   QUARTER DAY                                          MAXIMUM CAPITAL
                                                                        EXPENDITURE (EURO,000)
                   <S>                                                  <C>
                   31 March 2002                                        71,500
                   30 June 2002                                         68,475
                   30 September 2002                                    60,225
                   31 December 2002                                     55,825
                   31 March 2003                                        50,843
                   30 June 2003                                         51,443
                   30 September 2003                                    51,862
                   31 December 2003                                     51,678
                   31 March 2004                                        51,602
                   30 June 2004                                         51,314
                   30 September 2004                                    50,888
                   31 December 2004                                     50,173
                   31 March 2005                                        49,696
                   30 June 2005                                         49,174
                   30 September 2005                                    48,621
                   31 December 2005                                     48,007
</Table>

                                     - 42 -
<Page>

<Table>
<Caption>
                   QUARTER DAY                                          MAXIMUM CAPITAL
                                                                        EXPENDITURE (EURO,000)
                   <S>                                                  <C>
                   31 March 2006                                        47,652
                   30 June 2006                                         47,381
                   30 September 2006                                    47,166
                   31 December 2006                                     47,065
                   31 March 2007                                        46,360
                   30 June 2007                                         45,445
                   30 September 2007                                    44,391
                   31 December 2007                                     43,050
                   31 March 2008                                        42,625
                   30 June 2008                                         42,460
                   30 September 2008                                    42,466
                   31 December 2008                                     42,828
                   31 March 2009                                        42,870
                   30 June 2009                                         42,955
                   30 September 2009                                    43,070
                   31 December 2009                                     43,243
</Table>

                 A "rolling 12 month basis" shall be construed as the period of
                 four consecutive Quarterly Periods ending on the relevant
                 Quarter Day.

20.    COVENANTS

20.1   POSITIVE COVENANTS
       Each of the Borrower and PMG undertakes that it shall, and shall procure
       that its subsidiaries shall:

       20.1.1    MAINTENANCE OF LEGAL VALIDITY obtain, comply with the terms of
                 and do all that is necessary to maintain in full force and
                 effect all authorisations, approvals, licences and consents
                 required in or by the laws and regulations of the Relevant
                 Jurisdiction to enable it lawfully to enter into and perform
                 its obligations under the Facility Documents to which it is a
                 party and to ensure the legality, validity, enforceability or
                 admissibility in evidence in the Relevant Jurisdiction of the
                 Facility Documents to which it is a party subject to any
                 matters of law contained in the legal opinions delivered or to
                 be delivered in connection herewith or therewith;

       20.1.2    INSURANCE maintain insurances on and in relation to its
                 business and assets with reputable underwriters or insurance
                 companies against such risks and to such extent as is usual for
                 companies and partnerships carrying on a business such as that
                 carried on by it;

       20.1.3    NOTIFICATION OF EVENT OF DEFAULT (in the case of PMG and the
                 Borrower only, it being understood that notification by one
                 party will be sufficient to satisfy both parties' obligations
                 in respect of this Clause 20.1.3) promptly inform the Agent of
                 the occurrence of any Event of Default or Potential Event of
                 Default and, upon receipt of a written request to that effect
                 from the Agent, confirm to the

                                     - 43 -
<Page>

                 Agent that, save as previously notified to the Agent or as
                 notified in such confirmation, no Event of Default or Potential
                 Event of Default has occurred;

       20.1.4    PARI PASSU ensure that at all times the claims of the Finance
                 Parties against it under:

                 (a)  the Facility Documents (other than the Second Security
                      Documents) to which it is a party rank at least PARI PASSU
                      with the claims of all their other unsecured creditors
                      save those whose claims are preferred by any bankruptcy,
                      insolvency, liquidation or other similar laws of general
                      application (subject to the terms of the Intercreditor
                      Agreement); and

                 (b)  subject to the terms of the Intercreditor Agreement, the
                      Second Security Documents to which it is a party rank
                      ahead of the claims of all its other creditors (other
                      than, if and to the extent applicable, creditors with the
                      benefit of Permitted Encumbrances) against the assets the
                      subject of the encumbrances created by such Second
                      Security Documents;

       20.1.5    MATERIAL COMMERCIAL CONTRACTS comply with the terms of the
                 Material Commercial Contracts and do all that is necessary to
                 maintain all Material Commercial Contracts in full force and
                 effect save to the extent that any such non-compliance or
                 failure to maintain a Material Commercial Contract in full
                 force and effect would not be likely to have a Material Adverse
                 Effect;

       20.1.6    PRESERVATION OF ASSETS maintain and preserve all of its assets
                 that are necessary and material in the conduct of its business
                 as conducted at the date hereof in good working order and
                 condition (ordinary wear and tear excepted) and repair (with
                 reasonable promptness) any damage to such assets or replace
                 such assets with equivalent assets save to the extent a failure
                 so to do would not be likely to have a Material Adverse Effect.

       20.1.7    ACCESS TO INFORMATION to the extent requested by the Agent, at
                 any time whilst an Event of Default is continuing, procure that
                 any representative or professional adviser to the Agent may
                 have access to and be provided with copies of books, records,
                 accounts, documents, computer programmes, data or other
                 information in the possession of or available to it, save to
                 the extent that the provision of such copies would either
                 result in a breach of any applicable law or would be contrary
                 to any agreement which the member of the Group concerned has at
                 the date of this Agreement entered into with any third party
                 (in which case the Borrower and the Agent will enter into
                 discussion concerning the extent of the disclosure which is
                 allowable in the circumstances);

       20.1.8    MAINTENANCE OF LICENCES AND OTHER AUTHORISATIONS save to the
                 extent a failure so to do would not be likely to have a
                 Material Adverse Effect maintain and protect its rights and
                 interests in the Relevant Contracts and shall:

                 (a)  promptly pay all and any registration, renewal and licence
                      fees and any fees and other additional payments payable
                      under the Licences and/or the Environmental Licences;

                                     - 44 -
<Page>

                 (b)  procure that all notices and registrations necessary for
                      the protection by them of their respective rights and
                      interests therein are promptly given and/or made in the
                      appropriate forms; and

                 (c)  promptly take such action as may be reasonably required to
                      protect the same from infringement;

       20.1.9    BUSINESS PLAN conduct its business in all material respects in
                 accordance with the general parameters specified in the
                 Business Plan PROVIDED THAT:

                 (a)  this sub-clause 20.1.9 shall not of itself oblige either
                      Obligor to comply with any particular financial targets or
                      projections which may be included in that Business Plan;
                      and

                 (b)  this sub-clause 20.1.9 shall not of itself restrict either
                      Obligor from making any acquisition or disposal of any
                      asset or expanding or altering any System or system;

       20.1.10   COMPLIANCE WITH LAWS comply with the terms and conditions of
                 all laws, directives, regulations, agreements, licences and
                 concessions including, without limitation, all Environmental
                 Laws and all Environmental Licences, all Telecommunications and
                 Cable Laws and all Licences, save to the extent that any
                 non-compliance therewith would not be likely to have a Material
                 Adverse Effect;

       20.1.11   PAYMENT OF 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 otherwise subject to pay tax
                 and will promptly pay all taxes shown to be due and payable on
                 such returns or any assessment made against it (other than
                 where (a) the same is being contested in good faith and where
                 payment thereof can lawfully be withheld and (b) either (i)
                 would not result in an encumbrance with priority to the
                 security created or evidenced by the Second Security Documents
                 or (ii) against which it is maintaining adequate reserves);

       20.1.12   NOTICES notify the Agent forthwith upon receipt by it of any
                 notice from any government, court or regulatory authority or
                 agency which is likely to give rise to the enforcement,
                 revocation, termination, material amendment, suspension or
                 withdrawal of any Relevant Contract where the same would be
                 likely to have a Material Adverse Effect;

       20.1.13   NECESSARY AUTHORISATIONS ensure that none of the Necessary
                 Authorisations are subject to a pending or threatened
                 challenge, revocation, suspension or withdrawal to any extent
                 which would be likely to have a Material Adverse Effect;

       20.1.14   INTEREST ON SUBORDINATED DEBT ensure that each member of the
                 Group which has borrowed Subordinated Debt maintains a
                 shareholders' debt to equity ratio such that any interest paid
                 to the Borrower or any shareholder in relation to any
                 Subordinated Debt is not recharacterised as dividends for tax
                 purposes in the Relevant Jurisdiction;

                                     - 45 -
<Page>

       20.1.15   HEDGING ARRANGEMENTS ensure that the Borrower or PMG has
                 entered into such interest rate hedging arrangements as are
                 necessary to hedge, for a period of at least 3 years from the
                 date of implementation of such arrangements, the Financial
                 Group's exposure to interest rate fluctuations in relation to a
                 notional principal amount of no less than an amount equal to
                 fifty per cent. (50%) of the aggregate indebtedness for
                 borrowed money of the Financial Group from time to time and for
                 these purposes indebtedness for borrowed money which carries a
                 fixed rate of interest shall be considered as so hedged in
                 respect of the principal amount thereof;

       20.1.16   CVRS in the case of the Borrower only:

                 (a)  use its best efforts to ensure that the CVRs which have
                      been released from escrow prior to the Closing Date
                      ("RELEASED CVRs") are converted into warrants of the
                      Borrower by 15 August 2002;

                 (b)  if a challenge is made by a shareholder of PAG in relation
                      to the conversion of Released CVRs into warrants, ensure
                      that the Borrower uses its best efforts to remove and
                      defeat that challenge by all reasonable means as soon as
                      possible after it arises;

                 (c)  following the removal and defeat of a challenge as
                      specified in paragraph (b) above, the Company shall ensure
                      that the Released CVRs are converted into warrants within
                      90 days of the date of that removal and defeat; and

       20.1.17   RATIFICATION OF SENIOR OBLIGORS in the case of the Borrower and
                 PMG only:

                 (a)  ensure that each Senior Obligor (other than PMG) shall by
                      16 April 2002 ratify the execution by PMG on their behalf
                      of the Co-ordination Agreement and the Intercreditor
                      Agreement and shall deliver to the Agent evidence of each
                      such ratification in form and substance satisfactory to
                      the Agent; and

                 (b)  ensure that Baker & McKenzie Frankfurt, German counsel to
                      the Obligors, has delivered to the Agent by 16 April 2002
                      a legal opinion relating to the execution by the Senior
                      Obligors (other than PMG) of the Co-ordination Agreement
                      and the Intercreditor Agreement in form and substance
                      satisfactory to the Agent.

20.2   NEGATIVE COVENANTS
       The Borrower and PMG shall ensure that no member of the Group shall:

       20.2.1    RELEVANT CONTRACTS permit or agree to any amendment, waiver,
                 termination or assignment to or of any of the terms and
                 conditions of any Relevant Contract if such amendment, waiver,
                 termination or assignment would be likely to have a Material
                 Adverse Effect;

       20.2.2    INDEBTEDNESS create, assume, incur or otherwise permit to be
                 outstanding any indebtedness for borrowed money other than:

                                     - 46 -
<Page>

                 (a)  any indebtedness for borrowed money created under the
                      Senior Facility (in the form existing as at the date of
                      this Agreement) or as permitted pursuant to the
                      Intercreditor Agreement or any refinancing of the Senior
                      Facility on terms no more prejudicial to the Banks
                      (including the intercreditor arrangements);

                 (b)  any Subordinated Debt;

                 (c)  any indebtedness for borrowed money outstanding between
                      the Borrower and any Senior Obligor;

                 (d)  any Deferred Consideration relating to any Permitted
                      Acquisition PROVIDED THAT the amount of such Deferred
                      Consideration does not exceed the amount that is, at that
                      time, undrawn and able to be utilised by a member of the
                      Financial Group under the Senior Facility at such time;

                 (e)  any indebtedness for borrowed money arising under a
                      derivative transaction entered into in accordance with
                      sub-clause 20.1.15 of Clause 20.1 (POSITIVE COVENANTS) or
                      any currency exchange derivative transactions entered into
                      in relation to the Senior Facility and the Senior Notes
                      with a notional principal amount of up to an amount equal
                      to fifty per cent. (50%) of the aggregate indebtedness
                      under this Facility and the Senior Notes;

                 (f)  any indebtedness for borrowed money existing under the
                      Finance Leases PROVIDED THAT the maximum aggregate amount
                      of such indebtedness of the Group when aggregated with the
                      amount of the indebtedness for borrowed money of the
                      Borrower under any Finance Leases held by the Borrower
                      does not exceed EURO 10,000,000;

                 (g)  any Take-Out Debt which shall be used in or towards
                      prepayment of the Facility as specified in Clause 11.3
                      (ADDITIONAL FUNDING); and

                 (h)  any other indebtedness for borrowed money of the Group up
                      to a maximum aggregate amount which, when added to the
                      indebtedness for borrowed money permitted pursuant to
                      paragraph (f) above, does not exceed EURO 10,000,000.

       20.2.3    NEGATIVE PLEDGE create or permit to subsist any encumbrance
                 over all or any of its present or future revenues or assets
                 other than Permitted Encumbrances provided that, in the case of
                 PMG, the provisions of Clause 20.7.1(e) (FURTHER COVENANTS OF
                 PMG) shall apply;

       20.2.4    LOANS AND GUARANTEES make any loans, grant any credit or give
                 any guarantee or indemnity (except as required or permitted
                 hereby (including pursuant to Clause 20.6 (RESTRICTIONS ON
                 PAYMENTS)) or permitted or required pursuant to the Senior
                 Facility Documents (in the form existing as at the date of this
                 Agreement)) to or for the benefit of any person or otherwise
                 voluntarily assume any liability, whether actual or contingent,
                 in respect of any obligation of any other person other than:

                                     - 47 -
<Page>

                 (a)  loans made, or credit granted, by a Senior Obligor to
                      another Senior Obligor;

                 (b)  credit granted by any Operating Company in the ordinary
                      course of its business consistent with good practice in
                      the cable television industry;

                 (c)  investments made in the ordinary course of business of the
                      Group by way of loan and which exist at the Closing Date;

                 (d)  any guarantee or indemnity granted by a member of the
                      Group in respect of obligations permitted by the terms
                      hereof of a Senior Obligor or any guarantee or indemnity
                      granted by a member of the Group who is not a Senior
                      Obligor in respect of obligations permitted by the terms
                      hereof of another member of the Group who is not a Senior
                      Obligor;

                 (e)  loans made by a member of the Group to its employees in
                      the ordinary course of its employees' employment up to an
                      aggregate amount in respect of the Group as a whole of
                      EURO 100,000 or credit in respect of employee share
                      schemes which have no cash impact;

                 (f)  loans made or credit granted by a member of the Group who
                      is not a Senior Obligor to another member of the Group who
                      is not a Senior Obligor; and

                 (g)  subordinated debt lent by a member of the Group which is
                      not a Senior Obligor to a Senior Obligor,

                 provided that, in the case of PMG, it shall not do any of the
                 above other than as permitted by paragraphs (a), (c) and (e).

       20.2.5    DISPOSALS subject to Clause 11.2 (DISPOSALS) hereof,
                 (disregarding sales of stock in trade in the ordinary course of
                 business) without the prior written approval of an Instructing
                 Group, sell, lease, transfer or otherwise dispose of, by one or
                 more transactions or series of transactions (whether related or
                 not), the whole or any part of its revenues or its assets other
                 than:

                 (a)  the disposal on arms length terms for full market value of
                      any asset where (i) the value (which shall either be its
                      net book value or the amount of proceeds from such
                      disposal, whichever is the higher) of such asset (when
                      aggregated with the value of all other assets of the
                      Group, calculated on a similar basis, disposed of during
                      the then current financial year) does not exceed an amount
                      equal to five per cent. (5%) of the total assets of the
                      Financial Group (as at the date of such determination) and
                      (ii) the Net Revenues generated by such assets (when
                      aggregated with the Net Revenues generated by all other
                      assets of the Financial Group, calculated on a similar
                      basis, disposed of during the then current financial year)
                      does not exceed five per cent. (5%) of the consolidated
                      Net Revenues of the Financial Group taken as a whole for
                      such period provided that, notwithstanding the provisions
                      of this paragraph (a) no disposal of any

                                     - 48 -
<Page>

                      shareholding in Mediakabel B.V. may take place without the
                      prior written approval of an Instructing Group;

                 (b)  the disposal of any System Asset to any other person in
                      exchange for equivalent or similar System Assets of such
                      person located in the same jurisdiction PROVIDED THAT ten
                      Business Days prior to the proposed exchange of System
                      Assets, the Borrower has delivered to the Agent a
                      certificate from its finance director certifying and
                      demonstrating in a form satisfactory to the Agent, that
                      after the occurrence of such exchange the Financial Group
                      shall remain in compliance with the terms of this
                      Agreement, (including without limitation, Clause 19
                      (FINANCIAL CONDITION) hereof), from the date of such
                      exchange until the Final Maturity Date through the
                      provision of PRO FORMA accounts and projections for the
                      Financial Group prepared on an annual basis for each
                      financial year until the Final Maturity Date and on a
                      monthly basis in relation to the first twelve months
                      following the date of the exchange. Such projections will
                      be based upon reasonable assumptions prepared on a
                      consistent basis to the projections delivered under
                      sub-clause 18.1.3 of Clause 18.1 (FINANCIAL STATEMENTS)
                      hereof;

                 (c)  any disposal for cash on arm's length commercial terms of
                      any surplus or obsolete assets no longer required for the
                      efficient operation of the business of the Group;

                 (d)  any disposal by a member of the Group to a Senior Obligor;
                      and

                 (e)  any disposal permitted pursuant to sub-clause 23.7.3. of
                      Clause 23.7 (RESTRICTIONS ON PAYMENTS) of the Senior
                      Facility as it exists at the date of this Agreement (to
                      the extent the arrangements set out in that sub-clause
                      could be considered as a disposal).

       20.2.6    BUSINESS OF PMG (in the case of PMG only) trade or undertake
                 any activity other than those activities specified in
                 sub-clause 17.3.21 of Clause 17.3 (FURTHER REPRESENTATIONS) or
                 acquire any business or part of a business (save for Permitted
                 Acquisitions), hold any assets (other than rights relating to
                 intercompany loans made by PMG to other Senior Obligors and the
                 proceeds of any drawing hereunder) or incur any obligations
                 other than as contemplated or permitted by the Senior Facility
                 Documents as at the date of this Agreement;

       20.2.7    SHARE CAPITAL OF OPERATING COMPANIES (in the case of PMG only)
                 increase the share capital which it owns in any of the
                 Operating Companies out of the retained earnings (in the case
                 of Operating Companies established or incorporated in Germany,
                 KAPITALERHOHUNG AUS GESELLSCHAFTSMITTELN) of such Operating
                 Companies without the prior written consent of an Instructing
                 Group;

       20.2.8    CONDUCT OF BUSINESS no member of the Group shall carry on its
                 business other than in accordance with the terms of all
                 applicable Relevant Contracts and the Business Plan in each
                 case to the extent that a failure so to do would be likely to
                 have a Material Adverse Effect and the terms of the Facility
                 Documents;

                                     - 49 -
<Page>

       20.2.9    DIVIDENDS pay, make or declare any dividend or make any other
                 payment or distribution to its shareholders (or, if it is a
                 partnership, its general or limited partner) or set aside for
                 such payment, dividend or distribution unless (i) such
                 shareholder is a member of the Financial Group and (ii) in the
                 case of any such dividend, payment or distribution to be made
                 to the Borrower the same is permitted under Clause 20.6
                 (RESTRICTIONS ON PAYMENTS) hereof PROVIDED THAT any member of
                 the Group may pay, make or declare any dividend or make any
                 other payment or distribution to a third party minority
                 interest shareholder as long as the aggregate of all such
                 payments made by members of the Group does not exceed
                 EURO 10,000 in any financial year; or

       20.2.10   ACQUISITIONS make any Acquisitions save for Permitted
                 Acquisitions.

20.3   NEGATIVE COVENANTS OF THE BORROWER
       The Borrower shall not:

       20.3.1    NEGATIVE PLEDGE create or permit to subsist any encumbrance
                 over the whole or any part of its assets including, without
                 limitation, its shareholding in PMG other than the security it
                 has already granted to the Senior Security Trustee prior to the
                 Closing Date or pursuant to any further assurance clause under
                 any Senior Facility Document in the form existing at the
                 Closing Date;

       20.3.2    INDEBTEDNESS create, assume, incur or otherwise permit to be
                 outstanding any indebtedness for borrowed money other than any
                 indebtedness for borrowed money:

                 (a)  arising under the Facility;

                 (b)  resulting from any issuance of Senior Notes or Borrower
                      Debt to be used towards prepayment of the Facility under
                      Clause 11.3 (ADDITIONAL FUNDING); or

                 (c)  arising from an upstream loan permitted pursuant to Clause
                      20.6 (RESTRICTION ON PAYMENTS);

       20.3.3    BUSINESS conduct or otherwise engage in any business or
                 operations other than (and only to the extent otherwise
                 permitted under the terms of this Agreement) relating to:

                      (i)   the ownership of the share capital or other
                            interests of its respective subsidiaries, the sale
                            and transfer of such ownership interests, and the
                            exercise of rights and performance of obligations in
                            connection therewith but, for the avoidance of
                            doubt, it shall be prohibited for the Borrower to
                            incorporate or hold or enter into any reorganisation
                            whereby an intermediate holding or other company or
                            entity shall exist between itself and PMG;

                      (ii)  compliance with applicable reporting and other
                            obligations under any applicable laws;

                                     - 50 -
<Page>

                      (iii) making loans in an aggregate amount of up to EURO
                            375,000,000 to PMG by way of Subordinated Debt;

                      (iv)  entry into of Hedging Contracts in relation to the
                            Senior Notes or Borrower Debt;

                      (v)   other activities incidental or related to the
                            foregoing; and

                      (vi)  its obligations under the Finance Documents,

                      provided that, in no event, shall the Borrower have
                      liabilities to trade creditors, in excess of, in
                      aggregate, EURO 500,000 excluding any hedge counter-party
                      pursuant to paragraph (iv) above;

       20.3.4    DISPOSALS dispose of or transfer any of its assets other than
                 shares in PMG pursuant to the Share Option Agreement or
                 pursuant to sub-clause 23.7.3 of Clause 23.7 (RESTRICTIONS ON
                 PAYMENTS) of the Senior Facility as it exists at the date of
                 this Agreement (to the extent the arrangements set out in that
                 sub-clause could be considered as a disposal);

       20.3.5    ACQUISITIONS create or acquire any new direct subsidiaries,
                 enter into any partnership or acquire any business or merge or
                 consolidate with any other company or person or enter into any
                 reorganisation without the consent of an Instructing Group;

       20.3.6    DIVIDENDS: pay, make or declare any dividend or make any other
                 payment or distribution to its shareholders or set aside for
                 such payment, dividend or distribution.

20.4   COVENANTS OF PMG
       PMG shall not and shall ensure that no other member of the Group shall:

       20.4.1    merge or consolidate with any other company or person or enter
                 into any reorganisation unless the resulting entity will assume
                 all the obligations of the relevant member of the Group
                 concerned under the Facility Documents and Relevant Contracts
                 to which it is a party, and will be of at least an equivalent
                 creditworthiness to the relevant member of the Group (in each
                 case as demonstrated to the reasonable satisfaction of the
                 Agent) and the Banks have determined that they shall not be
                 materially or adversely affected by such merger or
                 consolidation;

       20.4.2    create or acquire any new subsidiaries, enter into any
                 partnerships or acquire any business other than as permitted
                 under this Agreement;

       20.4.3    issue any further shares (save for issues of shares in
                 compliance with the Share Option Agreement by any member of the
                 Group to its holding company, which in the case of PMG shall be
                 the Borrower directly) or alter any rights attaching to its
                 issued shares in existence at the date hereof;

       20.4.4    open or permit to subsist any bank account with any person
                 other than a Senior Lender up to the Senior Discharge Date and
                 thereafter with a Bank, except for

                                     - 51 -
<Page>

                 any bank accounts held by any person whose share capital or
                 limited partnership interest (as appropriate) is acquired by
                 any member of the Group after the date hereof and in relation
                 to which it shall use its reasonable efforts to transfer such
                 accounts to a Senior Lender up to the Senior Discharge Date and
                 thereafter to a Bank within 3 months of the date of such
                 acquisition, failing which PMG shall ensure that the relevant
                 member of the Group shall, following the Senior Discharge Date,
                 grant an Account Pledge over such accounts in favour of the
                 Beneficiaries in form and substance satisfactory to the Agent
                 as soon as reasonably practicable subject always to the
                 requirements and application of any applicable law; or

       20.4.5    change its financial year end from 31 December.

20.5   PERMITTED ACQUISITIONS
       For the purposes of this Clause 20.5 a "PERMITTED ACQUISITION" is an
       Acquisition whereby:

                 (a)  the proposed Acquisition is of an Approved Target;

                 (b)  the Consideration for such Acquisition (whether in a
                      single transaction or Related Transactions) does not
                      exceed EURO 1,000,000; and

                 (c)  the Consideration for such Acquisition (whether in a
                      single transaction or Related Transactions) does not
                      exceed EURO 3,000,000 when aggregated with the
                      Consideration paid for all other Acquisitions made since
                      the date of this Agreement or, if such aggregate amount
                      exceeds EURO 3,000,000, then such Acquisition has been
                      approved by an Instructing Group.

       In relation to each Permitted Acquisition:

       20.5.1    PMG shall give to the Agent written notice of:

                 (a)  any Permitted Acquisition within ten (10) Business Days of
                      the date of the Permitted Acquisition (such date (the
                      "ACQUISITION DATE") being the date of the relevant
                      agreement evidencing the Permitted Acquisition); and

                 (b)  any subsequent merger or consolidation of an acquired
                      subsidiary or partnership with a Senior Obligor within ten
                      (10) Business Days of the date of registration of the
                      merger or consolidation.

       20.5.2    If:

                 (a)  the Acquisition Dates of six other Permitted Acquisitions
                      have occurred within the twelve months preceding the
                      Acquisition Date; or

                 (b)  any new subsidiary or partnership has not been merged or
                      consolidated with a Senior Obligor within 90 days (the
                      "RELEVANT DATE") of the Acquisition Date of the Permitted
                      Acquisition,

       20.5.3    then PMG shall procure that, if it has made the Permitted
                 Acquisition, within 21 days (but, prior to the Senior Discharge
                 Date, after it has executed a similar

                                     - 52 -
<Page>

                 share pledge in favour of the Senior Lenders) of the Relevant
                 Date it shall execute a share pledge on substantially the same
                 terms as the appropriate Second Share Pledges in accordance
                 with sub-clause 42.1.1 of Clause 42.1 (ADDITIONAL SECURITY).

20.6   RESTRICTIONS ON PAYMENTS
       Other than pursuant to the Senior Facility (in its form existing as at
       the date of this Agreement), the Intercreditor Agreement and the Share
       Option Agreement, PMG shall ensure that it has not and no other member of
       the Group restricts upstream distributions or loans or payments save to
       the extent that such distribution or loan would cause a breach of
       applicable law.

20.7   FURTHER COVENANTS OF PMG
       20.7.1    PMG shall ensure that, unless it is agreed otherwise by an
                 Instructing Group:

                 (a)  no System Assets are transferred by any member of the
                      Group to any person (whether by intra-group transfer,
                      change in legal status or otherwise) unless all System
                      Assets forming part of the System concerned are
                      transferred on arms' length terms for cash (excluding
                      intra-group transfers) to the same transferee at the same
                      time;

                 (b)  all System Assets relating to each System are owned and
                      operated by the same person which is a subsidiary of
                      another member of the Group (as defined in paragraph (b)
                      of the definition of subsidiary contained in this
                      Agreement whose cash flows are controlled by such member
                      of the Group); and

                 (c)  each member of the Group which is a company is a wholly
                      owned subsidiary of its direct holding company (other than
                      third party minority interests as set out in the Group
                      Structure Charts) and each member of the Group which is a
                      limited partnership has PMG as its sole limited partner
                      and a directly owned subsidiary of PMG, which has no
                      assets other than its general partnership interest in the
                      limited partnership as its general partner, save for (i)
                      those limited partnerships which have 1% of their shares
                      held by the Borrower and for those members of the Group
                      which have such minority shareholders as are indicated in
                      the Group Structure Charts and (ii) any entity which
                      becomes a member of the Group after the date hereof as a
                      result of a Permitted Acquisition made in accordance with
                      this Agreement which is a subsidiary of another member of
                      the Group as defined in paragraph (b) of the definition of
                      subsidiary contained in this Agreement whose cash flows
                      are controlled by such other member of the Group;

                 (d)  it does not have liabilities to trade creditors of more
                      than EURO 2,000,000 in aggregate; and

                 (e)  it shall not create or permit to subsist any encumbrance
                      over the whole or any part of its assets other than the
                      Second Security Documents and the

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                      Senior Security Documents permitted to be entered into or
                      required by the Senior Facility.

21.    EVENTS OF DEFAULT

       Each of Clause 21.1 (FAILURE TO PAY) to Clause 21.22 (MATERIAL ADVERSE
       CHANGE) describes circumstances which constitute an Event of Default for
       the purposes of this Agreement.

21.1   FAILURE TO PAY
       Any Obligor fails to pay any sum due from it under any of the Facility
       Documents within two Business Days of the due date therefor, in the
       currency and in the manner specified-herein.

21.2   MISREPRESENTATION
       Any representation, warranty or statement other than those made in
       sub-clause 17.3.17 of Clause 17.3 (FURTHER REPRESENTATIONS) made by the
       Borrower or any Obligor in any Facility Document or in any notice or
       other document, certificate or statement delivered by it pursuant thereto
       or in connection therewith is or proves to have been incorrect or
       misleading in any material respect when made or deemed repeated and the
       circumstances giving rise to such inaccuracy, if capable of remedy or
       change, are not remedied or do not change, such that the relevant
       representation would be correct and not misleading if repeated 15 days
       after the earlier of (a) it being notified by the Agent to the Borrower
       as having been made inaccurately and (b) the Borrower or the relevant
       Obligor becoming aware of such inaccuracy.

21.3   COVENANTS
       Any Obligor fails duly to perform or comply with any of the obligations
       expressed to be assumed by it in Clause 18 (INFORMATION), Clause 20
       (COVENANTS) or Clause 42 (GROUP STRUCTURE CHANGES AND PERMISSIONS) (other
       than in sub-clauses 18.1.2 or 18.1.3 of Clause 18.1 (FINANCIAL
       STATEMENTS) or in sub-clauses 20.1.1, 20.1.2, 20.1.4, 20.1.5, 20.1.9,
       20.1.10, 20.1.11 and 20.1.13 of Clause 20.1 (POSITIVE COVENANTS)).

21.4   SPECIFIC COVENANTS
       The Borrower fails to comply with sub-clauses 18.1.2 and 18.1.3 of Clause
       18.1 (FINANCIAL STATEMENTS) and such failure is not remedied within
       fifteen days after the due date for delivery thereunder.

21.5   FINANCIAL COVENANTS
       The financial covenants set out in Clause 19 (FINANCIAL CONDITION) are
       not complied with.

21.6   OTHER OBLIGATIONS
       Any Obligor or Senior Obligor fails duly to perform or comply with any
       other obligation (for the avoidance of doubt, including those obligations
       referred to in the sub-clauses contained within the brackets in Clause
       21.3 (COVENANTS) (except for sub-clauses 18.1.2 and 18.1.3)) expressed to
       be assumed by it in any Facility Document and such failure is not
       remedied within twenty one days after the Agent has given notice thereof
       to the relevant defaulting party.

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21.7   CROSS DEFAULT
       Any indebtedness for borrowed money of the Group or of the Borrower
       exceeding EURO 2,000,000 in aggregate is not paid when due, is declared
       to be or otherwise becomes due and payable prior to its specified
       maturity or any creditor or creditors of any member of the Group or of
       the Borrower becomes entitled to declare any such indebtedness for
       borrowed money due and payable prior to its specified maturity.

21.8   INSOLVENCY AND RESCHEDULING
       Any Material Group Company or the Borrower is unable or deemed unable to
       pay its debts as they fall due (ZAHLUNGSUNFAHIG ODER DROHENDE
       ZAHLUNGSUNFAHIGKEIT) or is over-indebted (UBERSCHULDET) or commences
       negotiations with any one or more of its creditors with a view to any
       arrangement for the general readjustment or rescheduling of its
       indebtedness; or a general assignment for the benefit of or a composition
       with its creditors or a moratorium in respect of all or any class of
       debts of any Material Group Company or the Borrower is applied for,
       ordered or declared. For the purpose of this Clause 21.8 a person shall
       be deemed to be unable to pay its debts as they fall due (DROHENDE
       ZAHLUNGSUNFAHIGKEIT) if so determined by such person's auditors or any
       other generally recognised international firm of auditors.

21.9   WINDING-UP
       Any Material Group Company or the Borrower takes any action or other
       steps are taken or legal proceedings are started for its winding-up,
       dissolution or re-organisation or for the appointment of a receiver,
       preliminary receiver, administrator, administrative receiver, trustee or
       similar officer of it or of any or all of its revenues and assets (other
       than a solvent re-organisation on terms and conditions approved by an
       Instructing Group).

21.10  RELEVANT CONTRACTS
       Any event shall occur which gives grounds for belief, in the reasonable
       opinion of an Instructing Group, (or any notice is given) that any of the
       Relevant Contracts may be amended, suspended, cancelled, revoked,
       surrendered or terminated (whether in whole or in part) and that such
       event is likely to give rise to a Material Adverse Effect.

21.11  ANALOGOUS PROCEEDINGS
       There occurs, in relation to any Material Group Company or the Borrower,
       in any country or territory in which any of them carries on business or
       in the jurisdiction of whose courts any part of their respective assets
       is subject, any event which, in the opinion of an Instructing Group
       appears in that country or territory to be equivalent or similar to, any
       of those events or circumstances mentioned in Clause 21.8 (INSOLVENCY AND
       RESCHEDULING) or Clause 21.9 (WINDING-UP) or any Material Group Company
       otherwise becomes subject in any such country or territory, to the
       operation of any law relating to insolvency, bankruptcy or liquidation.

21.12  EXECUTION OR DISTRESS
       Any execution, distress, attachment or legal process is levied, made or
       taken against, or an encumbrancer takes possession of, the whole or any
       part of, the property, undertaking or assets of any Material Group
       Company where the value of such assets is at least EURO 2,000,000 and is
       not discharged within 10 days or any event occurs which under the laws of
       any jurisdiction would have an analogous effect.

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21.13  GOVERNMENTAL INTERVENTION
       By or under the authority of any government the management of any
       Material Group Company is wholly or substantially displaced or the
       authority of the management of any Material Group Company in the conduct
       of the business of such Material Group Company is wholly or substantially
       curtailed.

21.14  SIMILAR EVENTS
       Any of the events set out in Clause 21.8 (INSOLVENCY AND RESCHEDULING),
       Clause 21.9 (WINDING-UP) or Clause 21.11 (ANALOGOUS PROCEEDINGS) to
       Clause 21.13 (GOVERNMENTAL INTERVENTION) shall occur in relation to any
       member of the Financial Group which is not a Material Group Company where
       such event would be likely to have a Material Adverse Effect.

21.15  ILLEGALITY
       At any time it is or becomes unlawful for (i) any Obligor or Senior
       Obligor to perform or comply with any or all of its obligations under the
       Facility Documents or (ii) for any Obligor or Senior Obligor to comply
       with any or all of its obligations under the Relevant Contracts to which
       it is a party or any such Facility Documents or Relevant Contracts, any
       of the obligations of any Obligor or Senior Obligor thereunder or any
       security interests created thereby or pursuant thereto are not or cease
       to be legal, valid and binding and the result would be likely to have a
       Material Adverse Effect.

21.16  OWNERSHIP OF THE BORROWER
       Any person or persons being affiliates acquires directly or indirectly
       50% or more of the share capital or of the voting rights of the Borrower.

21.17  OWNERSHIP OF PMG
       The Borrower ceases to directly own the entire issued share capital of
       PMG other than pursuant to the Share Option Agreement.

21.18  THE GROUP'S BUSINESS
       Any member of the Group ceases to carry on the business it carries on at
       the date hereof or enters into any unrelated business (other than as a
       result of a Permitted Acquisition).

21.19  REPUDIATION
       Any Obligor or Senior Obligor repudiates any of the Facility Documents or
       any Obligor or Senior Obligor repudiates any of the Relevant Contracts to
       which it is party.

21.20  CHANGE IN REGULATION OR POLICY
       Any change occurs in the regulatory environment relating to, or in stated
       government policy towards, the cable television and/or telecommunications
       industry in (a) Germany (excluding any changes in the public domain at
       the date hereof) or (b) in any other country where any member of the
       Financial Group carries on its business and which, in the reasonable
       opinion of an Instructing Group, might have a Material Adverse Effect.

21.21  AMENDMENT OF SENIOR FACILITY
       Any amendment is made to the Senior Facility which is not permitted under
       the terms of the Intercreditor Agreement.

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21.22  MATERIAL ADVERSE CHANGE
       Any other event occurs or circumstance arises which is likely to affect
       materially and adversely the ability of (i) any Obligor to perform any of
       its obligations under or otherwise to comply with the terms of any of the
       Facility Documents or (ii) any Obligor or Senior Obligor to perform any
       of its material obligations under or otherwise to comply with the
       material terms of any of the Relevant Contracts to which it is party.

21.23  AG STATUS
       The Borrower ceases to be a stock corporation (AKTIENGESELLSCHAFT) or PMG
       changes its legal form.

21.24  ACCELERATION AND CANCELLATION
       Subject to the terms of the Intercreditor Agreement, upon the occurrence
       of an Event of Default and at any time thereafter whilst it is
       continuing, the Agent may (and, if so instructed by an Instructing Group,
       shall) by written notice to the Borrower:

       21.24.1   declare all or any part of the Loan to be immediately due and
                 payable (whereupon the same shall become so payable together
                 with accrued interest and any other sums then owed by the
                 Borrower under the Facility Documents) or declare all or any
                 part of the Loan to be due and payable on demand of the Agent;
                 and/or

       21.24.2   declare that the Facility shall be cancelled, whereupon the
                 same shall be cancelled and the Commitment of each Bank shall
                 be reduced to zero.

21.25  LOAN DUE ON DEMAND
       If, pursuant to Clause 21.24 (ACCELERATION AND CANCELLATION), the Agent
       declares all or any part of the Loan to be due and payable on demand of
       the Agent, then, and at any time thereafter, the Agent may (and, if so
       instructed by an Instructing Group, shall) by written notice to the
       Borrower:

       21.25.1   require repayment of all or such part of the Loan on such date
                 as it may specify in such notice (whereupon the same shall
                 become due and payable on such date together with accrued
                 interest and any other sums then owed by the Borrower under the
                 Facility Documents) or withdraw its declaration with effect
                 from such date as it may specify in such notice; and/or

       21.25.2   select as the duration of any Interest Period which begins
                 whilst such declaration remains in effect a period of six
                 months or less; and/or

       21.25.3   the Interest Period in respect of the Loan shall, if the Agent
                 subsequently demands payment before the scheduled Interest
                 Payment Date in respect of the Loan, be deemed (except for the
                 purposes of Clause 22.4 (BREAK COSTS)) to be of such length
                 that it ends on the date that such demand is made.

22.    DEFAULT INTEREST AND INDEMNITY

22.1   DEFAULT INTEREST PERIODS
       If any cash sum due and payable by an Obligor hereunder is not paid on
       the due date therefor in accordance with the provisions of Clause 23
       (CURRENCY OF ACCOUNT AND

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       PAYMENT) or if any cash sum due and payable by an Obligor under any
       judgement of any court in connection herewith is not paid on the date of
       such judgement, the period beginning on such due date or, as the case may
       be, the date of such judgement and ending on the date upon which the
       obligation of such Obligor to pay such sum (the balance thereof for the
       time being unpaid being herein referred to as an "UNPAID SUM") is
       discharged shall be divided into successive periods, each of which (other
       than the first) shall start on the last day of the preceding such period
       and the duration of each of which shall (except as otherwise provided in
       this Clause 22) be selected by the Agent.

22.2   DEFAULT INTEREST
       An Unpaid Sum shall bear interest during each Interest Period in respect
       thereof at the rate per annum which is the sum from time to time of 2%,
       the rate applicable thereto pursuant to Clause 7.2 (RATE OF INTEREST)
       provided that if such Unpaid Sum is all or part of the Loan which became
       due and payable on a day other than the last day of the Interest Period
       relating thereto, the first such period applicable thereto shall be of a
       duration equal to the unexpired portion of that Interest Period and the
       rate of interest applicable thereto from time to time during such period
       shall be that which exceeds by 2% the rate which would have been
       applicable to it had it not so fallen due. For the avoidance of doubt,
       any interest due to be paid on an Unpaid Sum under this Clause shall be
       cash interest payable as stated in Clause 22.3 (PAYMENT OF DEFAULT
       INTEREST) and shall not be capitalised.

22.3   PAYMENT OF DEFAULT INTEREST
       Any interest which shall have accrued under Clause 22.2 (DEFAULT
       INTEREST) in respect of an Unpaid Sum shall be due and payable and shall
       be paid by the relevant Obligor at the end of the period by reference to
       which it is calculated or on such other date or dates as the Agent may
       specify by written notice to such Obligor.

22.4   BREAK COSTS
       If any Bank or the Agent on its behalf receives or recovers all or any
       part of such Bank's share of the Loan or Unpaid Sum otherwise than on the
       last day of the Interest Period relating thereto, the Borrower shall pay
       to the Agent on demand for account of such Bank an amount equal to the
       amount (if any) by which (a) the additional interest which would have
       been payable on the amount so received or recovered had it been received
       or recovered on the last day of that Interest Period thereof exceeds (b)
       the amount of interest which in the opinion of the Agent would have been
       payable to the Agent on the last day of that Interest Period in respect
       of a euro deposit equal to the amount so received or recovered placed by
       it with a leading bank in the London interbank market for a period
       starting on the third Business Day following the date of such receipt or
       recovery and ending on the last day of that Interest Period.

22.5   BORROWER'S INDEMNITY
       The Borrower undertakes to indemnify:

       22.5.1    each Finance Party against any cost, claim, loss, expense
                 (including, without limitation, legal fees) or liability
                 together with any VAT thereon, which any of them may sustain or
                 incur as a consequence of the occurrence of any Event of
                 Default or any default by either Obligor, in the performance of
                 any of its

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                 obligations expressed to be assumed by it in any of the
                 Facility Documents to which it is party;

       22.5.2    each Finance Party and their respective officers, employees,
                 agents and delegates (together the "INDEMNIFIED PARTIES"),
                 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 or otherwise and whether arising at common law,
                 in equity or by statute which the Indemnified Party may sustain
                 or incur as a consequence of, or relating to, or arising
                 directly or indirectly out of (i) entering into the Facility
                 Documents or any matter associated with or contemplated by the
                 Facility Documents (whether or not those matters proceed) or
                 (ii) an Environmental Claim, in each case, made or asserted
                 against such Indemnified Party; and

       22.5.3    each Bank against any loss it may suffer as a result of its
                 funding or making arrangements to fund its portion of the Loan
                 hereunder but not made or issued by reason of the operation of
                 any one or more of the provisions hereof other than due to the
                 gross negligence of or wilful default by the Bank in the
                 performance of its obligations hereunder.

22.6   Any Unpaid Sum shall (for the purposes of this Clause 22 and Clause 14.1
       (INCREASED COSTS)) be treated as forming part of the Loan and accordingly
       in this Clause 22 and Clause 14 (INCREASED COSTS) the term "Loan"
       includes any Unpaid Sum.

23.    CURRENCY OF ACCOUNT AND PAYMENT

23.1   The euro is the currency of account and payment for each and every sum at
       any time due from each Obligor hereunder PROVIDED THAT:

       23.1.1    each repayment of an Unpaid Sum or a part thereof shall be made
                 in the currency in which such Unpaid Sum is denominated at the
                 time of that repayment;

       23.1.2    each payment in respect of costs and expenses shall be made in
                 the currency in which the same were incurred;

       23.1.3    each payment pursuant to Clause 12.2 (TAX INDEMNITY), Clause
                 14.1 (INCREASED COSTS) or Clause 22.5 (BORROWER'S INDEMNITY)
                 shall be made in the currency specified by the party claiming
                 thereunder;

       23.1.4    each payment of interest shall be made in the currency in which
                 the sum in respect of which such interest is payable is
                 denominated; and

       23.1.5    any amount expressed to be payable in a currency other than
                 euro shall be paid in that other currency.

23.2   CURRENCY INDEMNITY
       If any sum due from either Obligor under any of the Facility Documents or
       any order or judgement given or made in relation hereto has to be
       converted from the currency (the "FIRST CURRENCY") in which the same is
       payable hereunder or under such order or judgement into another currency
       (the "SECOND CURRENCY") for the purpose of (a) making

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       or filing a claim or proof against such Obligor, (b) obtaining an order
       or judgement in any court or other tribunal or (c) enforcing any order or
       judgement given or made in relation hereto, the Borrower shall indemnify
       and hold harmless each of the persons to whom such sum is due from and
       against any loss suffered as a result of any discrepancy 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 person 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, judgement, claim or proof.

24.    PAYMENTS

24.1   PAYMENTS TO THE AGENT
       On each date on which this Agreement requires an amount to be paid by
       either of the Obligors or any of the Banks hereunder, such Obligor or, as
       the case may be, such Bank shall make the same available to the Agent
       where such amount is denominated in euros, by payment in euros and in
       immediately available, freely transferable, cleared funds to the Agent's
       account number 6001600037 in favour of J.P. Morgan AG with Landerzentral
       Bank, Frankfurt, attention R Kropp re PrimaCom Second Secured Facility
       Agreement (or such other account or bank as the Agent may have specified
       for this purpose).

24.2   ALTERNATIVE ARRANGEMENTS
       If, at any time, it shall become impracticable (by reason of any action
       of any governmental authority or any change in law, exchange control
       regulations or any similar event) for either of the Obligors to make any
       payments hereunder in the manner specified in Clause 24.1 (PAYMENTS TO
       THE AGENT), then such Obligor may agree with each or any of the Banks
       alternative arrangements for the payment direct to such Bank of amounts
       due to such Bank hereunder PROVIDED THAT, in the absence of any such
       agreement with any Bank, such Obligor shall be obliged to make all
       payments due to such Bank in the manner specified herein. Upon reaching
       such agreement such Obligor and such Bank shall immediately notify the
       Agent thereof and shall thereafter promptly notify the Agent of all
       payments made direct to such Bank.

24.3   PAYMENTS BY THE AGENT
       Save as otherwise provided herein, each payment received by the Agent for
       the account of another person pursuant to Clause 24.1 (PAYMENTS TO THE
       AGENT) shall:

       24.3.1    in the case of a payment received for the account of the
                 Borrower, be made available by the Agent to the Borrower by
                 application:

                 (a)  first, in or towards payment the same day of any amount
                      then due from the Borrower hereunder to the person from
                      whom the amount was so received; and

                 (b)  secondly, in or towards payment the same day to the
                      account of the Borrower with such Bank in Frankfurt as the
                      Borrower shall have previously notified to the Agent for
                      this purpose; and

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       24.3.2    in the case of any other payment, be made available by the
                 Agent to the person for whose account such payment was received
                 (in the case of a Bank, for the account of the Facility Office)
                 for value the same day by transfer to such account of such
                 person with such bank in Frankfurt as such person shall have
                 previously notified to the Agent.

24.4   NO SET-OFF
       All payments required to be made by an Obligor hereunder shall be
       calculated without reference to any set-off or counterclaim and shall be
       made free and clear of and without any deduction for or on account of any
       set-off or counterclaim.

24.5   CLAWBACK
       Where a sum is to be paid hereunder to the Agent for account of another
       person, the Agent shall not be obliged to make the same available to that
       other person until it has been able to establish to its satisfaction that
       it has actually received such sum, but if it does so and it proves to be
       the case that it had not actually received such sum, then the person to
       whom such sum was so made available shall on request refund the same to
       the Agent together with an amount sufficient to indemnify the Agent
       against any cost or loss it may have suffered or incurred by reason of
       its having paid out such sum prior to its having received such sum.

24.6   PARTIAL PAYMENTS
       If and whenever a payment is made by an Obligor hereunder and the Agent
       receives an amount less than the due amount of such payment the Agent may
       apply the amount received towards the obligations of the Obligors under
       this Agreement in the following order, subject to any provisions in this
       Agreement to the contrary:

       24.6.1    FIRST, in or towards payment of any unpaid costs and expenses
                 of the Agent due hereunder;

       24.6.2    SECONDLY, in or towards payment PRO RATA of any accrued
                 commission or fee payable to any Bank due but unpaid;

       24.6.3    THIRDLY, in or towards payment PRO RATA of any accrued interest
                 due but unpaid;

       24.6.4    FOURTHLY, in or towards payment PRO RATA of any principal due
                 but unpaid; and

       24.6.5    FIFTHLY, in or towards payment PRO RATA of any other sum due
                 but unpaid.

24.7   VARIATION OF PARTIAL PAYMENTS
       The order of partial payments set out in Clause 24.6 (PARTIAL PAYMENTS)
       shall override any appropriation made by the Obligor to which the partial
       payment relates but the order set out in sub-clauses 24.6.2, 24.6.3,
       24.6.4 and 24.6.5 of Clause 24.6 (PARTIAL PAYMENTS) may be varied if
       agreed by all the Banks.

24.8   BUSINESS DAYS
       24.8.1    Any payment hereunder which is due to be made on a day that is
                 not a Business Day shall be made on the next Business Day in
                 the same calendar month (if there is one) or the preceding
                 Business Day (if there is not).

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       24.8.2    During any extension of the due date for payment of any
                 principal or an Unpaid Sum under this Agreement interest is
                 payable on the principal at the rate payable on the original
                 due date.

25.    SET-OFF

       Each Obligor authorises each Bank to apply, subject to Clause 26
       (REDISTRIBUTION OF PAYMENTS), any credit balance to which such Obligor is
       entitled on any account held by such Obligor with that Bank in
       satisfaction of any sum due and payable from that Obligor to such Bank
       but unpaid; for this purpose, each Bank is authorised to purchase at
       prevailing rates of exchange with the moneys standing to the credit of
       any such account such other currencies as may be necessary to effect such
       application. No Bank shall be obliged to exercise any right given to it
       by this Clause 25. Any Bank which exercises such rights will promptly
       notify the relevant Obligor of such application.

26.    REDISTRIBUTION OF PAYMENTS

26.1   PAYMENTS TO BANKS
       If, at any time, any Bank (a "RECOVERING BANK") applies any receipt or
       recovery (whether by payment, the exercise of a right of set-off or
       combination of accounts or otherwise) from an Obligor to a payment due
       under this Agreement and such amount is received or recovered other than
       in accordance with Clause 24 (PAYMENTS), then such Recovering Bank shall:

       26.1.1    notify the Agent of such receipt or recovery;

       26.1.2    at the request of the Agent promptly pay to the Agent an amount
                 (the "SHARING PAYMENT") equal to such receipt or recovery less
                 any amount which the Agent determines may be retained by such
                 Recovering Bank as its share of any payment to be made in
                 accordance with Clause 24.6 (PARTIAL PAYMENTS).

26.2   REDISTRIBUTION OF PAYMENTS
       The Agent shall treat the Sharing Payment as if such amount had been
       received by it from such Obligor and shall distribute it between the
       Finance Parties (other than the Recovering Bank) in accordance with
       Clause 24.6 (PARTIAL PAYMENTS).

26.3   RECOVERING BANK'S RIGHTS
       The Recovering Bank will be subrogated into the rights of the parties
       which have shared in a redistribution pursuant to Clause 26.2
       (REDISTRIBUTION OF PAYMENTS) in respect of the Sharing Payment (and the
       relevant Obligor shall be liable to the Recovering Bank in an amount
       equal to the Sharing Payment).

26.4   REPAYABLE RECOVERIES

       If any sum (a "relevant sum") received or recovered by a Recovering Bank
       becomes repayable and is repaid by such Recovering Bank, then:

       26.4.1    each Bank which has received a share of such relevant sum by
                 reason of the implementation of Clause 26.1 (PAYMENTS TO BANKS)
                 shall, upon request of the Agent, pay to the Agent for account
                 of such Recovering Bank an amount equal to its share of such
                 relevant sum; and

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       26.4.2    such Recovering Bank's rights of subrogation in respect of any
                 reimbursement shall be cancelled and the relevant Obligor will
                 be liable to the reimbursing party for the amount so
                 reimbursed.

26.5   EXCEPTIONS
       This Clause 26 shall not apply if the Recovering Bank would not, after
       making any payment pursuant hereto, have a valid and enforceable claim
       against the relevant Obligor.

26.6   RECOVERIES THROUGH LEGAL PROCEEDINGS
       If any Bank intends to commence any action in any court it shall give
       prior notice to the Agent and the other Banks. If any Bank shall commence
       any action in any court to enforce its rights hereunder and, as a result
       thereof or in connection therewith, receives any amount, then such Bank
       shall not be required to share any portion of such amount with any Bank
       which has the legal right to, but does not, join in such action or
       commence and diligently prosecute a separate action to enforce its rights
       in another court.

27.    FEES

27.1   WORK FEE
       The Borrower shall pay to the Agent for the account of each Arranger the
       work fees in the amount and at the time agreed in a Fee Letter.

27.2   AGENCY FEE
       The Borrower shall pay to the Agent the agency fee in the amount and at
       the times agreed in a Fee Letter.

28.    COSTS AND EXPENSES

28.1   TRANSACTION EXPENSES
       The Borrower shall, from time to time on demand of the Agent, reimburse
       each of the Agent and the Arrangers for all reasonable costs and expenses
       (including, without limitation, legal fees as agreed and notary's fees)
       together with any VAT thereon incurred by it in connection with the
       negotiation, syndication, preparation and execution of the Facility
       Documents (including, without limiting the generality of the foregoing,
       in connection with any amendments, supplements, waivers and consents
       requested by any party thereto) and the completion of the transactions
       therein contemplated. Any claims by the Agent or the Arrangers made upon
       the Borrower pursuant to this Clause 28.1 shall be accompanied by
       appropriate invoices.

28.2   PRESERVATION AND ENFORCEMENT OF RIGHTS
       The Borrower shall, from time to time on demand of the Agent, reimburse
       the Finance Parties for all costs and expenses (including, without
       limitation, legal fees) together with any VAT thereon incurred in or in
       connection with the preservation and/or enforcement of any of the rights
       of the Finance Parties under the Facility Documents including, without
       limitation any such costs and expenses incurred as a result of the
       implementation or operation of Clause 42 (GROUP STRUCTURE CHANGES AND
       PERMISSIONS).

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28.3   STAMP TAXES AND NOTARISATION
       28.3.1    The Borrower shall pay all stamp, registration and other taxes
                 to which the Facility Documents or any judgement given in
                 connection therewith is or at any time may be subject and
                 shall, from time to time on demand of the Agent, indemnify the
                 Finance Parties against any liabilities, costs, claims and
                 expenses resulting from any failure to pay or any delay in
                 paying any such tax.

       28.3.2    In relation to the notarisation of the Facility Documents on or
                 around the Closing Date, the Borrower shall be entitled to use
                 a notary in Basel, Switzerland to perform that notarisation to
                 the extent the same is cost effective to do so. In relation to
                 any required notarisation of a Facility Document (or assignment
                 or transfer of the same) following the Closing Date, a notary
                 in Basel, Switzerland may also perform that notarisation if the
                 Finance Parties (in their absolute discretion) confirm that
                 they are not, and shall not be, adversely affected by that
                 notarisation provided that the Finance Parties shall be deemed
                 to have consented to that notarisation if there has been no
                 change of law or regulation since the Closing Date which may
                 affect the same.

28.4   BANKS' LIABILITIES FOR COSTS
       If the Borrower fails to perform any of its obligations under this Clause
       28, each Bank shall, in its Proportion, indemnify each of the Agent and
       the Arrangers against any loss incurred by any of them as a result of
       such failure and the Borrower shall forthwith reimburse each Bank for any
       payment made by it pursuant to this Clause 28.4.

29.    GUARANTEE

29.1   GUARANTEE AND INDEMNITY
       Subject to the terms of the Intercreditor Agreement, the Guarantor hereby
       irrevocably and unconditionally:

       29.1.1    guarantees to each Finance Party the due and punctual
                 observance and performance of all the terms, conditions and
                 covenants on the part of the Borrower contained in the Facility
                 Documents and agrees to pay to the Agent from time to time upon
                 first written demand any and every sum or sums of money which
                 the Borrower shall at any time be liable to pay to each Finance
                 Party under or pursuant to the Facility Documents and which has
                 become due and payable but the Agent confirms have not been
                 paid at the time such demand is made; and

       29.1.2    agrees as a primary obligation to indemnify each Finance Party
                 from time to time on demand by the Agent from and against any
                 loss incurred by each Finance Party as a result of any of the
                 obligations of the Borrower under or pursuant to the Facility
                 Documents being or becoming void, voidable, unenforceable or
                 ineffective as against the Borrower for any reason whatsoever,
                 whether or not known to the Finance Parties or any of them or
                 any other person, the amount of such loss being the amount
                 which the person or persons suffering it would otherwise have
                 been entitled to recover from the Borrower.

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30.    PRESERVATION OF RIGHTS

30.1   ADDITIONAL SECURITY
       The obligations of the Guarantor herein contained shall be in addition to
       and independent of every other security which the Finance Parties or any
       of them may at any time hold in respect of any of the Borrower's
       obligations under the Facility Documents.

30.2   CONTINUING OBLIGATIONS
       The obligations of the Guarantor herein contained shall constitute and be
       continuing obligations notwithstanding any settlement of account or other
       matter or thing whatsoever, and in particular but without limitation,
       shall not be considered satisfied by any intermediate payment or
       satisfaction of all or any of the obligations of the Borrower under the
       Facility Documents and shall continue in full force and effect until
       final payment in full of all amounts owing by the Borrower thereunder and
       total satisfaction of all the Borrower's actual and contingent
       obligations thereunder.

30.3   OBLIGATIONS NOT DISCHARGED
       Neither the obligations of the Guarantor herein contained nor the rights,
       powers and remedies conferred in respect of the Guarantor upon the
       Finance Parties or any of them by the Facility Documents or by law shall
       be discharged, impaired or otherwise affected by:

       30.3.1    the winding-up, dissolution, administration or re-organisation
                 of the B rrower or any other person or any change in its
                 status, function, control or ownership;

       30.3.2    any of the obligations of the Borrower under the Facility
                 Documents or under any other security taken in respect of any
                 of its obligations thereunder being or becoming illegal,
                 invalid, unenforceable or ineffective in any respect;

       30.3.3    time or other indulgence being granted or agreed to be granted
                 to the Borrower in respect of its obligations under any
                 Facility Document;

       30.3.4    any amendment to, or any variation, waiver or release of, any
                 obligation of the Borrower or any other person under any
                 Facility Document;

       30.3.5    any failure to take, or fully to take, any security
                 contemplated hereby or otherwise agreed to be taken in respect
                 of any of the Borrower's obligations under any Facility
                 Document;

       30.3.6    any failure to realise or fully to realise the value of, or any
                 release, discharge, exchange or substitution of, any
                 encumbrance taken in respect of any of the Borrower's
                 obligations under any Facility Document; or

       30.3.7    any other act, event or omission which, but for this Clause
                 30.3, might operate to discharge, impair or otherwise affect
                 any of the obligations of the Guarantor herein contained or any
                 of the rights, powers or remedies conferred upon the Finance
                 Parties or any of them by the Facility Documents or any of them
                 or by law.

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30.4   SETTLEMENT CONDITIONAL
       Any settlement or discharge between either Obligor and the Finance
       Parties or any of them shall be conditional upon no security or payment
       to the Finance Parties or any of them by any such Obligor or any other
       person on behalf of any such Obligor being avoided or reduced by virtue
       of any laws relating to bankruptcy, insolvency, liquidation or similar
       laws of general application for the time being in force and, if any such
       security or payment is so avoided or reduced, the Finance Parties shall
       each be entitled to recover the value or amount of such security or
       payment from any such Obligor subsequently as if such settlement or
       discharge had not occurred.

30.5   EXERCISE OF RIGHTS
       No Finance Party shall be obliged before exercising any of the rights,
       powers or remedies conferred upon them in respect of the Guarantor or any
       of them by any of the Facility Documents or by law:

       30.5.1    to make any demand of the Borrower;

       30.5.2    to take any action or obtain judgement in any court against the
                 Borrower;

       30.5.3    to make or file any claim or proof in a winding-up or
                 dissolution of the Borrower; or

       30.5.4    to enforce or seek to enforce any other security taken in
                 respect of any of the obligations of the Borrower under any
                 Facility Document.

30.6   DEFERRAL OF GUARANTOR'S RIGHTS
       The Guarantor agrees that, so long as any amounts are or may be owed by
       the Borrower under any Facility Document or the Borrower is under any
       actual or contingent obligations under any Facility Document it shall not
       exercise any rights which it may at any time have by reason of the
       performance by it of its obligations under the Facility Documents:

       30.6.1    to be indemnified by the Borrower; and/or

       30.6.2    to claim any contribution from any other guarantor of the
                 Borrower's obligations thereunder; and/or

       30.6.3    to take the benefit (in whole or in part and whether by way of
                 subrogation or otherwise) of any rights of the Finance Parties
                 under the Facility Documents or any of them or of any other
                 security taken pursuant to, or in connection with the Facility
                 Documents or any of them by all or any of the Finance Parties.

30.7   SUSPENSE ACCOUNTS
       All moneys received, recovered or realised by a Finance Party by virtue
       of Clause 29.1 (GUARANTEE AND INDEMNITY) may, in that Finance Party's
       discretion, be credited to an interest bearing suspense or impersonal
       account and may be held in such account for so long as such Finance Party
       thinks fit pending the application from time to time (as such Finance
       Party may think fit) of such moneys in or towards the payment and
       discharge of any amounts owing by the Guarantor to such Bank hereunder
       until the amount held in

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       such account would be sufficient to discharge all amounts due and payable
       under the Facility Documents.

31.    THE AGENT, THE ARRANGERS AND THE BANKS

31.1   APPOINTMENT OF THE AGENT
       The Arrangers and each of the Banks hereby appoint the Agent to act as
       its agent in connection with the Facility Documents and hereby
       acknowledges that the Security Trustee will act for it and on its behalf
       in connection with the Security Documents in accordance with the terms of
       the Security Trust Agreement and authorises the Agent to exercise such
       rights, powers, authorities and discretions as are specifically delegated
       to the Agent by the terms hereof together with all such rights, powers,
       authorities and discretions as are reasonably incidental thereto.

       The Agent and the Security Trustee shall be released from the
       restrictions set out in Section 181 of the German Civil Code. The Agent
       and the Security Trustee may grant such substitute powers of attorney and
       release any sub-agent from such restriction and revoke that substitute
       power of attorney.

31.2   AGENT'S DISCRETIONS
       The Agent may:

       31.2.1    assume that:

                 (a)  any representation made by any Obligor in connection with
                      any of the Facility Documents is true;

                 (b)  no Event of Default or Potential Event of Default has
                      occurred;

                 (c)  no Obligor is in breach of or default under its
                      obligations under any of the Facility Documents or
                      Relevant Contracts; and

                 (d)  any right, power, authority or discretion vested herein
                      upon an Instructing Group, the Banks or any other person
                      or group of persons has not been exercised,

                 unless it has, in its capacity as agent for the Banks, received
                 notice to the contrary from any other party hereto;

       31.2.2    assume that the Facility Office of each Bank is that identified
                 with its signature below (or, in the case of a Transferee, at
                 the end of the Transfer Certificate to which it is a party as
                 Transferee) until it has received from such Bank a notice
                 designating some other office of such Bank to replace its
                 Facility Office and act upon any such notice until the same is
                 superseded by a further such notice;

       31.2.3    engage and pay for the advice or services of any lawyers,
                 accountants, surveyors or other experts whose advice or
                 services may to it seem necessary, expedient or desirable and
                 rely upon any advice so obtained;

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       31.2.4    rely as to any matters of fact which might reasonably be
                 expected to be within the knowledge of either of the Obligors
                 upon a certificate signed by or on behalf of such Obligor;

       31.2.5    rely upon any communication or document believed by it to be
                 genuine;

       31.2.6    refrain from exercising any right, power or discretion vested
                 in it as agent under any of the Facility Documents unless and
                 until instructed by an Instructing Group as to whether or not
                 such right, power or discretion is to be exercised and, if it
                 is to be exercised, as to the manner in which it should be
                 exercised; and

       31.2.7    refrain from acting in accordance with any instructions of an
                 Instructing Group to begin any legal action or proceeding
                 arising out of or in connection with any of the Facility
                 Documents until it shall have received such security as it may
                 require (whether by way of payment in advance or otherwise) for
                 all costs, claims, losses, expenses (including, without
                 limitation, legal fees) and liabilities together with any VAT
                 thereon which it will or may expend or incur in complying with
                 such instructions.

31.3   AGENT'S OBLIGATIONS
       The Agent shall:

       31.3.1    promptly inform each Bank and the Security Trustee of the
                 contents of any notice or document received by it in its
                 capacity as Agent from any member of the Group under any of the
                 Facility Documents;

       31.3.2    promptly notify each Bank and the Security Trustee of the
                 occurrence of any Event of Default or any default by either of
                 the Obligors in the due performance of or compliance with its
                 obligations under any of the Facility Documents of which the
                 Agent has notice from any other party hereto;

       31.3.3    save as otherwise provided herein, act as agent under the
                 Facility Documents in accordance with any instructions given to
                 it by an Instructing Group, which instructions shall be binding
                 on the Arrangers and all of the Banks; and

       31.3.4    if so instructed by an Instructing Group, refrain from
                 exercising any right, power or discretion vested in it as agent
                 under the Facility Documents.

       The Agent's duties under the Finance Documents are solely mechanical and
       administrative in nature.

31.4   EXCLUDED OBLIGATIONS
       Notwithstanding anything to the contrary expressed or implied herein,
       neither the Agent nor the Arrangers shall:

       31.4.1    be bound to enquire as to:

                 (a)  whether or not any representation made by either of the
                      Obligors in connection with any of the Facility Documents
                      is true;

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                 (b)  the occurrence or otherwise of any Event of Default or
                      Potential Event of Default;

                 (c)  the performance by either Obligor its obligations under
                      any of the Facility Documents; or

                 (d)  any breach of or default by either Obligor of its
                      obligations under any of the Facility Documents;

       31.4.2    be bound to account to any Bank for any sum or the profit
                 element of any sum received by it for its own account;

       31.4.3    be bound to disclose to any other person any information
                 relating to any member of the Group if (i) (save where such
                 information relates to an Event of Default or Potential Event
                 of Default) such person, on providing such information,
                 expressly stated to the Agent or as the case may be, the
                 Arrangers, that such information was confidential, or (ii) such
                 disclosure would or might in its opinion constitute a breach of
                 any law or regulation or be otherwise actionable at the suit of
                 any person;

       31.4.4    be under any obligations other than those for which express
                 provision is made in the Facility Documents to which it is
                 party; or

       31.4.5    be or be deemed to be a fiduciary to any other party, to any
                 Facility Document.

31.5   INDEMNIFICATION
       Each Bank shall, in its Proportion, from time to time on demand by the
       Agent, indemnify the Agent and each of the Arrangers against any and all
       costs, claims, losses, expenses (including, without limitation, legal
       fees) and liabilities (save to the extent that such costs, claims,
       losses, expenses or liabilities are recovered to the satisfaction of the
       Agent from the Borrower) together with any VAT thereon which any of them
       may incur, otherwise than by reason of its own gross negligence or wilful
       misconduct, in acting in their respective capacities as agent, or joint
       arrangers under any of the Facility Documents.

31.6   EXCLUSION OF LIABILITIES
       Neither the Agent nor the Arrangers nor any of them accepts any
       responsibility for the accuracy and/or completeness of any information
       supplied by the Agent or the Arrangers or any member of the Group in
       connection with the Facility Documents or the Relevant Contracts or for
       the legality, validity, effectiveness, adequacy or enforceability of any
       of the Facility Documents or the Relevant Contracts and neither the Agent
       nor the Arrangers nor any of them shall be under any liability as a
       result of taking or omitting to take any action in relation to any of the
       Facility Documents, save in the case of gross negligence or wilful
       misconduct.

31.7   NO ACTIONS
       Each of the Banks agrees that it will not assert or seek to assert
       against any director, officer or employee of the Agent or any of the
       Arrangers any claim it might have against any of them in respect of the
       matters referred to in Clause 31.6 (EXCLUSION OF LIABILITIES).

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31.8   BUSINESS WITH THE FINANCIAL GROUP
       The Agent and each of the Arrangers may accept deposits from, lend money
       to and generally engage in any kind of banking or other business with any
       member of the Financial Group.

31.9   REMOVAL OR RESIGNATION OF AGENT
       An Instructing Group may remove the Agent from its appointment hereunder
       as agent at any time by giving not less than thirty days prior written
       notice to that effect to each of the other parties hereto, or the Agent
       may resign its appointment hereunder at any time without assigning any
       reason therefor by giving not less than thirty days' prior written notice
       to that effect to each of the other parties hereto PROVIDED THAT no such
       removal or resignation shall be effective until a successor for the Agent
       is appointed in accordance with the succeeding provisions of this Clause
       31.

31.10  SUCCESSOR AGENT
       If an Instructing Group removes the Agent as agent or the Agent gives
       notice of its resignation in either case pursuant to Clause 31.9 (REMOVAL
       OR RESIGNATION OF AGENT), then any reputable and experienced bank or
       other financial institution may be appointed as a successor to the Agent
       by an Instructing Group with the consent of the Borrower (such consent
       not to be unreasonably withheld or delayed) during the period of such
       notice but, if no such successor is so appointed, the Agent may appoint
       such a successor itself.

31.11  RIGHTS AND OBLIGATIONS
       If a successor to the Agent is appointed under the provisions of Clause
       31.10 (SUCCESSOR AGENT), then (a) the retiring Agent shall be discharged
       from any further obligation under the Facility Documents but shall remain
       entitled to the benefit of the provisions of this Clause 31 and (b) its
       successor and each of the other parties hereto shall have the same rights
       and obligations amongst themselves as they would have had if such
       successor had been an original party to the Facility Documents.

31.12  OWN RESPONSIBILITY
       It is understood and agreed by each Bank that it has itself been, and
       will continue to be, solely responsible for making its own independent
       appraisal of and investigations into the financial condition,
       creditworthiness, condition, affairs, status and nature of each member of
       the Financial Group and each proposed Acquisition and, accordingly, each
       Bank warrants to the Agent and the Arrangers that it has not relied on
       and will not hereafter rely on the Agent and the Arrangers nor any of
       them:

       31.12.1   to check or enquire on its behalf into the adequacy, accuracy
                 or completeness of any information provided by any member of
                 the Financial Group in connection with the Facility Documents
                 or the transactions therein contemplated (whether or not such
                 information has been or is hereafter circulated to such Bank by
                 the Agent and the Arrangers or any of them) or in connection
                 with any proposed Acquisition; or

       31.12.2   to assess or keep under review on its behalf the financial
                 condition, creditworthiness, condition, affairs, status or
                 nature of any member of the Financial Group.

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31.13  AGENCY DIVISION SEPARATE
       In acting as Agent for the Arrangers and the Banks, the agency division
       of the Agent shall be treated as a separate entity from any other of its
       divisions or departments and, notwithstanding the foregoing provisions of
       this Clause 31, in the event that the Agent should act for any member of
       the Financial Group in any capacity in relation to any other matter, any
       information given by any member of the Financial Group to the Agent in
       such other capacity may be treated as confidential by the Agent.

31.14  DELEGATION
       The Agent may delegate to any subsidiary of J.P. Morgan Chase or its
       successor from time to time all or any of the rights, powers, authorities
       and discretions vested in it hereunder and the performance of its duties
       in accordance with, and such delegation may be made upon such terms and
       subject to, such conditions (including the power to sub-delegate) and
       subject to such regulations as the Agent may think fit and any reference
       in Clause 22.5 (BORROWER'S INDEMNITY), 26 (REDISTRIBUTION OF PAYMENTS),
       27 (FEES), 28 (COSTS AND EXPENSES) or 29 (GUARANTEE) to the Agent shall
       be deemed also to refer to any such subsidiary or its successor.

32.    BENEFIT OF AGREEMENT

       This Agreement shall be binding upon and enure to the benefit of each
       party hereto and its or any subsequent successors, Transferees and
       permitted assigns.

33.    ASSIGNMENTS AND TRANSFERS BY THE OBLIGORS

       No Obligor shall be entitled to assign or transfer all or any of its
       rights, benefits and obligations under the Facility Documents.

34.    ASSIGNMENTS AND TRANSFERS BY BANKS

34.1   ASSIGNMENTS AND TRANSFERS BY BANKS
       Any Bank may, at any time, assign all or any of its rights and benefits
       under the Facility Documents or transfer in accordance with Clause 34.3
       (TRANSFERS BY BANKS) all or any of its rights, benefits and obligations
       under the Facility Documents, PROVIDED THAT any such assignment or
       transfer shall be in a minimum amount of EURO 3,000,000 or, if less, the
       whole amount of such Bank's Commitment.

34.2   ASSIGNMENTS BY BANKS
       If any Bank assigns all or any of its rights and benefits under the
       Facility Documents in accordance with Clause 34.1 (ASSIGNMENTS AND
       TRANSFERS BY BANKS), then, unless and until the assignee has agreed with
       each other Finance Party that it shall be under the same obligations
       towards each of them as it would have been under if it had been an
       original party thereto as a Bank, the Finance Parties shall not be
       obliged to recognise such assignee as having the rights against each of
       them which it would have had if it had been such a party thereto.

34.3   TRANSFERS BY BANKS
       If any Bank wishes to transfer all or any of its rights, benefits and/or
       obligations under the Facility Documents as contemplated in Clause 34.1
       (ASSIGNMENTS AND TRANSFERS BY BANKS), then such transfer may be effected
       by the delivery to the Agent of a duly

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       completed and duly executed Transfer Certificate in which event, on the
       later of the Transfer Date specified in such Transfer Certificate and the
       fifth Business Day after (or such earlier Business Day endorsed by the
       Agent on such Transfer Certificate falling on or after) the date of
       delivery of such Transfer Certificate to the Agent:

       34.3.1    to the extent that in such Transfer Certificate the Bank party
                 thereto seeks to transfer its rights under the Facility
                 Documents to the Transferee they shall be so assigned;

       34.3.2    to the extent that in such Transfer Certificate the Bank party
                 thereto seeks to transfer its obligations under or in respect
                 of the Facility Documents, each Obligor and such Bank shall be
                 released from further obligations to each other under or in
                 respect of the Facility Documents (such obligations being
                 referred to in this Clause 34 as "discharged obligations");

       34.3.3    each of the Obligors, and the Transferee party thereto shall
                 assume obligations towards one another and/or acquire rights
                 against one another which differ from such discharged rights
                 and obligations only insofar as the Obligors and such
                 Transferee have assumed and/or acquired the same in place of
                 the Obligors, and such Bank; and

       34.3.4    such Transferee and the other Finance Parties shall acquire the
                 same rights and benefits and assume the same obligations
                 between themselves as they would have acquired and assumed had
                 such Transferee been an original party to any of the Facility
                 Documents as a Bank or as a beneficiary thereof with the rights
                 assigned to it and/or obligations assumed by it as a result of
                 such assignment and transfer including, by the execution of
                 such Transfer Certificate, the Security Trust Agreement and the
                 Second Security Documents.

34.4   TRANSFER FEES
       On the date upon which a transfer takes effect pursuant to Clause 34.3
       (TRANSFERS BY BANKS), the Transferee in respect of such transfer shall
       pay to the Agent for its own account a transfer fee of EURO 1500.

34.5   CONDITIONS
       The rights conferred on the Banks by this Clause 34 shall be subject to
       the following provisos:

       34.5.1    any assignee or Transferee shall be a bank or other financial
                 institution;

       34.5.2    any assignee or Transferee shall have executed and delivered
                 (i) an Accession Deed (as defined in and pursuant to the
                 Co-ordination Agreement), (ii) an Accession Agreement (as
                 defined in and pursuant to the Intercreditor Agreement) and
                 (iii) a Transfer Certificate (as defined in and pursuant to the
                 Share Option Agreement);

       34.5.3    no Obligor shall be obliged by reason of any such assignment or
                 transfer to make any payment hereunder otherwise than in
                 accordance with Clause 24.1 (PAYMENTS TO THE AGENT); and

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       34.5.4    an assignee or Transferee shall not be entitled to receive any
                 payment under Clause 12 (TAXES) or Clause 14.1 (INCREASED
                 COSTS) save to the extent that, at the time of such assignment
                 or transfer, an amount would have been payable hereunder to the
                 relevant assignor or Transferor in respect of that part of its
                 rights and benefits assigned or transferred.

35.    DISCLOSURE OF INFORMATION

       Any Bank may disclose to any actual or potential assignee or Transferee
       or to any person who may otherwise enter into contractual relations with
       such Bank in relation to this Agreement such information about members of
       the Financial Group as such Bank shall consider appropriate subject to,
       where such information is confidential or of a proprietary nature,
       obtaining confirmation, by obtaining an appropriate written
       confidentiality undertaking from such person, that such person will hold,
       subject to the provisions hereof, such information on a confidential
       basis.

36.    SUB-PARTICIPATION

       Each Bank may enter into sub-participation arrangements in relation to
       all or any part of its rights and obligations under the Facility
       Documents or any of them with any person (a "SUB-PARTICIPANT") without
       the consent of any party PROVIDED THAT following the entering into of
       such sub-participation arrangements such Bank continues to exercise its
       rights and obligations under the Facility Documents without reference to
       the Sub-Participant save in the case of:

       36.1.1    any proposed waiver of an Event of Default arising as a result
                 of the late payment of any sum under this Agreement;

       36.1.2    any proposed extension of the due date for payment of any sum
                 under this Agreement;

       36.1.3    any proposed reduction in the commitment fee; and

       36.1.4    any proposed release of any encumbrance created pursuant to any
                 Security Document.

37.    CALCULATIONS AND EVIDENCE OF DEBT

37.1   BASIS OF ACCRUAL
       Interest and commitment commission shall accrue from day to day and shall
       be calculated on the basis of a year of 360 days and the actual number of
       days elapsed.

37.2   EVIDENCE OF DEBT
       Each Bank shall maintain in accordance with its usual practice accounts
       evidencing the amounts from time to time lent by and owing to it
       hereunder.

37.3   CONTROL ACCOUNTS
       The Agent shall maintain on its books a control account or accounts in
       which shall be recorded (a) the amount of the Loan made or arising
       hereunder and each Bank's share therein, (b) the amount of all principal,
       interest and other sums due or to become due from each of the Obligors to
       any of the Banks hereunder and each Bank's share therein

                                     - 73 -
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       and (c) the amount of any sum received or recovered by the Agent
       hereunder and each Bank's share therein.

37.4   PRIMA FACIE EVIDENCE
       In any legal action or proceeding arising out of or in connection with
       this Agreement, the entries made in the accounts maintained pursuant to
       Clause 37.2 (EVIDENCE OF DEBT) and Clause 37.3 (CONTROL ACCOUNTS) shall
       be PRIMA FACIE evidence of the existence and amounts of the obligations
       of the Obligors therein recorded.

37.5   CERTIFICATE OF BANKS
       A certificate of a Bank as to (a) the amount by which a sum payable to it
       hereunder is to be increased under Clause 12.1 (TAX GROSS-UP), (b) the
       amount for the time being required to indemnify it against any such cost,
       payment or liability as is mentioned in Clause 12.2 (TAX INDEMNITY),
       Clause 14.1 (INCREASED COSTS) or Clause 22.5 (BORROWER'S INDEMNITY) or
       (c) the amount of any credit, relief, remission or repayment as is
       mentioned in Clause 13.3 (TAX CREDIT PAYMENT) or Clause 13.4 (TAX CREDIT
       CLAWBACK) shall be PRIMA FACIE evidence for the purposes of this
       Agreement.

37.6   AGENT'S CERTIFICATES
       A certificate of the Agent as to the amount at any time due from an
       Obligor hereunder or the amount which, but for any of the obligations of
       such Obligor hereunder being or becoming void, voidable, unenforceable or
       ineffective, at any time would have been due from such Obligor hereunder
       shall, in the absence of manifest error, be PRIMA FACIE evidence for the
       purposes of Clause 29 (GUARANTEE).

38.    REMEDIES AND WAIVERS

       No failure to exercise, nor any delay in exercising, on the part of the
       Finance Parties or any of them, any right or remedy hereunder shall
       operate as a waiver thereof, nor shall any single or partial exercise of
       any right or remedy prevent any further or other exercise thereof or the
       exercise of any other right or remedy. The rights and remedies herein
       provided are cumulative and not exclusive of any rights or remedies
       provided by law.

39.    PARTIAL INVALIDITY

       If, at any time, any provision hereof is or becomes illegal, invalid or
       unenforceable in any respect under the law of any jurisdiction, (i)
       neither the legality, validity or enforceability of the remaining
       provisions hereof nor the legality, validity or enforceability of such
       provision under the law of any other jurisdiction shall in any way be
       affected or impaired thereby and (ii) the relevant provision shall be
       deemed replaced with a new provision which reflects as closely as
       possible the purpose of the parties and which is legal, valid and
       enforceable under the law of the relevant jurisdiction.

40.    NOTICES

40.1   COMMUNICATIONS IN WRITING
       Each communication to be made hereunder shall, unless otherwise stated,
       be made in writing by telefax, letter or electronic mail.

                                     - 74 -
<Page>

40.2   DELIVERY
       Any communication or document be made or to the extent practicable
       delivered by one person to another pursuant to this Agreement shall
       (unless that other person has by fifteen days' written notice to the
       Agent specified another address) be made or delivered to that other
       person at the address identified to the Agent prior to the date of this
       Agreement (or, in the case of a Transferee, at the end of the Transfer
       Certificate to which it is a party as Transferee) or, in relation to the
       Obligors as notified in writing to the Agent and shall be deemed to have
       been made or delivered when despatched (in the case of any communication
       made by telefax or electronic mail with appropriate acknowledgement of
       message transfer received by the sender) or (in the case of any
       communication made by letter) when left at that address or (as the case
       may be) ten days after being deposited in the post postage prepaid in an
       envelope addressed to it at that address PROVIDED THAT any communication
       or document to be made or delivered to the Agent shall be effective only
       when received by the Agent and then only if the same is expressly marked
       for the attention of the department or officer identified with the
       Agent's signature below (or such other department or officer as the Agent
       shall from time to time specify for this purpose).

40.3   ENGLISH LANGUAGE
       Each communication and document made or delivered by one party to another
       pursuant to this Agreement shall be in the English language or
       accompanied by a translation thereof into English certified (by an
       officer of the person making or delivering the same) as being a true and
       accurate translation thereof.

40.4   ADDRESSES
       Any communication or document to be made or delivered pursuant to this
       Agreement shall (unless the recipient of such communication or document
       has, by fifteen days' written notice to the Agent, specified another
       address or fax number) be made or delivered to the address or fax number:

       40.4.1    in the case of each Obligor, of the Borrower;

       40.4.2    in the case of the Agent, identified with its name below; and

       40.4.3    in the case of each Bank, notified in writing to the Agent
                 prior to the date hereof (or, in the case of a Transferee, at
                 the end of the Transfer Certificate to which it is a party as
                 Transferee),

       PROVIDED THAT not more than one address may be specified by each party
       pursuant to this Clause 43.4 at any time.

41.    COUNTERPARTS

       This Agreement may be executed in any number of counterparts and by
       different parties hereto on separate counterparts each of which, when
       executed and delivered, shall constitute an original, but all the
       counterparts shall together constitute but one and the same instrument.

                                     - 75 -
<Page>

42.    GROUP STRUCTURE CHANGES AND PERMISSIONS

42.1   ADDITIONAL SECURITY
       Without prejudice to the requirements of any other provision of any
       Facility Document but subject always to the requirements and application
       of any applicable law (and subject to Clause 20.5 (PERMITTED
       ACQUISITIONS):

       42.1.1    if PMG acquires (whether pursuant to a Permitted Acquisition or
                 an intra-Group transfer) any shares or a partnership interest
                 in any person or any assets then it shall (and the Borrower
                 shall procure that it shall to the extent permitted by
                 applicable law) execute an appropriate Second Share Pledge (on
                 substantially the same terms as the appropriate existing Second
                 Share Pledge) and provide the Agent with such documents and
                 evidence (including legal opinions) as it may require that such
                 Second Share Pledge has been duly executed and delivered by PMG
                 and is legal, valid, binding and enforceable in accordance with
                 its terms; and

       42.1.2    the Borrower shall ensure that all Relevant Contracts and
                 Necessary Authorisations are, as the case may be, obtained by
                 the new Group member or remain in full force and effect in
                 respect of all relevant assets (save, in relation to the
                 Relevant Contracts, to any extent which is not likely to have a
                 Material Adverse Effect) and the relevant transferee, successor
                 or assignee of any shares, partnership interest or asset shall
                 provide such evidence regarding such matters to the Agent as
                 the Agent may reasonably require.

42.2   FURTHER ASSURANCE
       Each Obligor shall from time to time, at the request of the Security
       Trustee, do any act or execute in favour of the Security Trustee or as
       the Security Trustee may direct such further or other documents as the
       Security Trustee shall stipulate, in such form as the Security Trustee
       may require, for the perfection of the security contemplated by this
       Clause 43.

43.    AMENDMENTS, CONSENTS

       Subject to the proviso below, the Agent (acting on the instructions of an
       Instructing Group) may grant waivers or consents or, subject to the
       agreement of the Borrower, amend or vary the terms of this Agreement. Any
       such waiver, consent, variation or amendment shall be made in writing and
       shall be binding on all the parties hereto and the Agent shall be under
       no liability whatsoever in respect of any such waiver, consent, variation
       or amendment PROVIDED THAT:

       43.1.1    except with the prior written consent of all the Banks, no
                 waiver may be granted in respect of and the Agent may not vary
                 or amend the terms of this Agreement so as to:

                 (a)  alter the date on which any repayment is to be made
                      hereunder; or

                 (b)  alter the amount or currency of the Loan or any Bank's
                      Commitment or any payment;

                 (c)  alter the rate of interest or its method of calculation;

                                     - 76 -
<Page>

                 (d)  alter this Clause 43 or Clause 11.4 (ORDER OF PAYMENT);

                 (e)  alter the definition of "Instructing Group";

                 (f)  alter any provision of this Agreement referring to a
                      requirement for the agreement or consent of all the Banks;

                 (g)  alter the form of guarantee given by the Guarantor;

                 (h)  release any Second Security Document other than pursuant
                      to the Co-ordination Agreement or as a result of an action
                      which is permitted under this Agreement; or

                 (i)  waive the delivery, in satisfactory form and substance, of
                      any of the documents listed in Schedule 3 (CONDITION
                      PRECEDENT DOCUMENTS) hereto prior to the first Notice of
                      Drawdown;

       43.1.2    any waiver, consent, variation or amendment which directly
                 affects the rights and/or obligations of the Agent, the
                 Arrangers or the Security Trustee (or any of them) shall
                 require its agreement also.

       Any waiver, consent or variation authorised and effected by the Agent
       pursuant to sub-clause 43.1.1 shall be binding on each Obligor and each
       Finance Party upon written notification thereof to such persons and the
       Agent shall be under no liability whatsoever in respect of any such
       waiver, consent or variation.

44.    LAW

44.1   GOVERNING LAW
       This Agreement shall be governed by, and shall be construed in accordance
       with, English law.

45.    JURISDICTION

45.1   ENGLISH COURTS
       The courts of England have exclusive jurisdiction to hear and determine
       any suit, action or proceeding, and to settle any dispute (a "DISPUTE"),
       which may arise out of or in connection with this Agreement (including a
       dispute regarding the existence, validity or termination of this
       Agreement or the consequences of its nullity).

45.2   CONVENIENT FORUM
       The parties agree that the courts of England are the most convenient and
       appropriate courts to settle Disputes between them and accordingly they
       will not agree to the contrary.

45.3   NON-EXCLUSIVE JURISDICTION
       The submission to the jurisdiction of the courts referred to in Clause
       45.1 (ENGLISH COURTS) is for the benefit of the Finance Parties only. As
       a result and notwithstanding Clause 45.1 (ENGLISH COURTS) it does not
       prevent the Finance Parties or any of them from taking proceedings
       relating to a Dispute ("PROCEEDINGS") in any other court of competent
       jurisdiction nor shall the taking of proceedings in any one or more
       jurisdictions preclude

                                     - 77 -
<Page>

       the taking of proceedings in any other jurisdiction (whether concurrently
       or not) if and to the extent permitted by applicable law.

45.4   SERVICE OF PROCESS
       Each of the Obligors agrees that the documents which start any
       Proceedings and any other documents required to be served in relation to
       those Proceedings may be served on it on Baker & McKenzie, 100 New Bridge
       Street, London EC4V 6JA marked for the attention of "Partner in charge of
       litigation", or if different, its registered office. If the appointment
       of the person mentioned in this Clause 45.4 ceases to be effective, the
       Borrower or, as the case may be, the relevant Obligor shall immediately
       appoint another person in England to accept service of process on its
       behalf in England. If it fails to do so and such failure continues for a
       period of not less than fourteen days, the Agent shall be entitled to
       appoint such a person by notice to the Borrower or, as the case may be,
       the relevant Obligor. Nothing contained herein shall restrict the right
       to serve process in any other manner allowed by law. This Clause 45.4
       applies to Proceedings in England and to Proceedings elsewhere.

AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first before written.

                                     - 78 -
<Page>

                                   SCHEDULE 1

                                    THE BANKS

<Table>
<Caption>
BANK                                                   COMMITMENT (EURO)

<S>                                                <C>
JP Morgan Chase Bank                                    150,000,000

Barclays Bank plc                                        56,250,000

Dresdner Bank AG London Branch.                          56,250,000

Lehman Commercial Paper Inc                              56,250,000

The Toronto-Dominion Bank                                56,250,000


TOTAL                                              EURO 375,000,000
</Table>

                                     - 79 -
<Page>

                                   SCHEDULE 2

                          FORM OF TRANSFER CERTIFICATE

To:    J.P. Morgan Europe Limited

                              TRANSFER CERTIFICATE

       [REQUIRES NOTARISATION BEFORE A GERMAN NOTARY OR A NOTARY IN BASEL,
     SWITZERLAND IF TRANSFER IS CONNECTED WITH TRANSFER OF RIGHTS UNDER THE
                             SHARE OPTION AGREEMENT]

relating to the agreement (as from time to time amended, varied, novated or
supplemented, the "Facility Agreement") dated 25 March 2002 whereby a
EURO 375,000,000 term loan was made available to the Borrower (as defined
therein) by a group of banks on whose behalf J.P. Morgan Europe Limited acted as
agent in connection therewith.

1.     Terms defined in the Facility Agreement shall, subject to any contrary
       indication, have the same meanings herein. The terms "BANK" and
       "TRANSFEREE" are defined in the schedule hereto.

2.     The Bank (i) confirms that the details in the schedule hereto under the
       heading "BANK'S COMMITMENT" accurately summarises its participation in,
       and Interest Period and Interest Payment Date of the Loan, and (ii)
       requests the Transferee to accept and procure the assignment and transfer
       to the Transferee of the portion specified in the schedule hereto to be
       the portion transferred of its Commitment, its participation in the Loan
       by counter-signing and delivering this Transfer Certificate to the Agent
       at its address for the service of notices specified in the Facility
       Agreement.

3.     The Transferee hereby requests the Agent (on behalf of itself and all
       other parties to the Agreement) to accept this Transfer Certificate as
       being delivered to the Agent pursuant to and for the purposes of Clause
       34.3 (TRANSFERS BY BANKS) of the Facility Agreement so as to take effect
       in accordance with the terms thereof on the Transfer Date or on such
       later date as may be determined in accordance with the terms thereof.

4.     The Transferee warrants that it has received a copy of each of the
       Facility Documents together with such other information as it has
       required in connection with this transaction and that it has not relied
       and will not hereafter rely on the Bank to check or enquire on its behalf
       into the legality, validity, effectiveness, adequacy, accuracy or
       completeness of any such information and further agrees that it has not
       relied and will not rely on the Bank to assess or keep under review on
       its behalf the financial condition, creditworthiness, condition, affairs,
       status or nature of any member of the Group.

5.     The Transferee hereby undertakes and agrees with the Bank and each of the
       other parties to the Facility Documents that it will perform in
       accordance with their terms all those obligations which by the terms of
       the Facility Documents will be assumed by it and that it will be bound by
       the terms of the Facility Documents as if it were an original party
       thereto after delivery of this Transfer Certificate to the Agent and
       satisfaction of the conditions (if any) subject to which this Transfer
       Certificate is expressed to take effect.

6.     The Transferee confirms that it has received a copy of each of the Second
       Security Documents governed by German law in the form of pledges, is
       aware of their contents

                                     - 80 -
<Page>

       and hereby expressly consents to the declarations of the Security Trustee
       made on behalf of the Transferee as future pledgee under such Second
       Security Documents.

7.     The Bank makes no representation or warranty and assumes no
       responsibility with respect to the legality, validity, effectiveness,
       adequacy or enforceability of the Facility Documents and assumes no
       responsibility for the financial condition of any member of the Group or
       for the performance and observance by either Obligor of any of its
       obligations under the Facility Documents and any and all such conditions
       and warranties, whether express or implied by law or otherwise, are
       hereby excluded.

8.     The Bank hereby gives notice that nothing in the Facility Documents shall
       oblige the Bank to (i) accept a re-transfer or re-assignment from the
       Transferee of the whole or any part of its rights, benefits and/or
       obligations under the Facility Documents transferred or assigned pursuant
       hereto or (ii) support any losses directly or indirectly sustained or
       incurred by the Transferee for any reason whatsoever including, without
       limitation, the non-performance by either of the Obligors of its
       obligations under any of the Facility Documents. The Transferee hereby
       acknowledges the absence of any such obligation as is referred to in (i)
       or (ii) above.

9.     This Transfer Certificate and the rights and obligations of the parties
       hereunder shall be governed by and construed in accordance with English
       law.

                                  THE SCHEDULE

10.    Bank:

11.    Transferee:

12.    Transfer Date:

13.    Commitment:

                 Bank's Commitment                  Portion Transferred

14.    Loan:

<Table>
                 <S>                       <C>                                 <C>
                 Amount of                 Interest Period and
                 Bank's Participation      Interest Payment Date               Portion Transferred
</Table>


[Transferor Bank]                          [Transferee Bank]

By:                                        By:

Date:                                      Date:

                                     - 81 -
<Page>

                      ADMINISTRATIVE DETAILS OF TRANSFEREE

Address:

Contact Name:

Account for Payments:

Telex:

Telephone:

                                     - 82 -
<Page>

                                   SCHEDULE 3

                          CONDITION PRECEDENT DOCUMENTS

1.     A certified copy of the constitutional documents (extract from Commercial
       Register and Articles of Association) of each Obligor together with
       certification by a duly authorised officer that such documents at the
       Closing Date remain up to date and have not been changed and including
       any shareholder resolutions previously passed but not registered.

2.     A copy, certified at the date hereof a true copy by a duly authorised
       officer or managing director of each Obligor, of the shareholder
       resolution and/or an excerpt from the resolution of the Supervisory Board
       (as the case may be) approving the execution, delivery and performance of
       each of the Facility Documents (other than the Contingent Value Right
       Agreement which has previously been entered into) to which it is party,
       and the terms and conditions thereof.

3.     A duly executed original of each of the Facility Documents (other than
       the Contingent Value Right Agreement which has previously been entered
       into), together with any agreements, documents or notices required to be
       delivered pursuant thereto.

4.     (a)      A legal opinion of Linklaters Oppenhoff and Radler, German
                counsel to the Agent.

       (b)      A legal opinion of Baker & McKenzie Frankfurt, German counsel to
                the Obligors.

5.     A legal opinion of Linklaters, English counsel to the Agent.

6.     A legal opinion of De Brauw Blackstone Westbroek N.V., Dutch counsel to
       the Agent.

7.     A legal opinion of Linklaters New York, United States counsel to the
       Agent.

8.     Duly executed originals of each of the fee letters referred to in Clauses
       27.1 (WORK FEE) and 27.2 (AGENCY FEE) of this Agreement and evidence that
       the fees specified therein and any other costs and expenses (including
       legal fees) then due from the Borrower, pursuant to this Agreement,
       although earned on the date of this Agreement shall be paid within 5
       Business Days of that date.

9.     A certified copy of the Original Financial Statements and the latest
       audited financial statements of PMG.

10.    Certificates from the Chief Financial Officer of the Borrower dated the
       date hereof and the date upon which the Second Security Documents are
       executed that to the best of his knowledge such member of the Group is
       not insolvent on a balance sheet test (UBERSCHULDET) and is not unable to
       meet its debts as they fall due (ZAHLUNGSUNFAHIG).

11.    Group structure charts certified by the Borrower in relation to the
       Financial Group as at the Closing Date.

12.    Evidence that the process agent referred to in Clause 45.4 (SERVICE OF
       PROCESS) has accepted its appointment.

                                     - 83 -
<Page>

13.    A copy of the inter-company loan facility between the Borrower and PMG
       relating to the on-lending of the Loan by the Borrower to PMG.

14.    A duly executed certified copy of the amendment agreement showing agreed
       amendments to the Senior Facility.

15.    A report from Deloitte & Touche, as reporting accountants.

16.    A certified copy of the resolutions evidencing the Management Board's and
       the Supervisory Board's approval of the financing structure in the
       context of the key financial elements of the ten year business plan.

17.    Copies of the Supervisory Board's resolution evidencing unanimous
       approval of the financial restructuring.

18.    Details of key management incentive and retention contracts.

                                     - 84 -
<Page>

                                   SCHEDULE 4

                     NOTICE OF DRAWDOWN AND SELECTION NOTICE

                                     PART A

                               NOTICE OF DRAWDOWN



From:  PrimaCom AG

To:    J.P. Morgan  Europe Limited

Dated: [                 ]

Dear Sirs

1.     We refer to the agreement (as from time to time amended, varied, novated
       or supplemented, the "FACILITY AGREEMENT") dated 25 March 2002 and made
       between, inter alia, PrimaCom AG as borrower, PrimaCom Management GmbH as
       guarantor, J.P. Morgan Europe Limited as agent and the financial
       institutions named therein as banks. Terms defined in the Facility
       Agreement shall have the same meaning in this notice.

2.     We hereby give you notice that, pursuant to the Facility Agreement and
       upon the terms and subject to the conditions contained therein, we wish
       the Loan to be made to us under the Facility as follows:

       (a)       Amount: EURO 375,000,000

       (b)       Drawdown Date/Issue Date: 26 March 2002

       (c)       Interest Period: 3 months

       (d)       Purpose: To be on-lent to PMG and applied by PMG in repayment
                 and permanent cancellation by PMG of an equivalent amount under
                 the Senior Facility.

3.     The proceeds of this drawdown should be credited to:

       Pay to    -     J.P. Morgan AG, Frankfurt - SWIFT CHASDEFX

       Favour    -     J.P. Morgan Europe Limited, London - SWIFT CHASGB22

       Account number - 6001600037

       Attn - Gez Jordan/Agency


                                Yours faithfully

                    --------------------------------------------
                                 BY PRIMACOM AG

                                     - 85 -
<Page>

                                     PART B

                                SELECTION NOTICE

From:  PrimaCom AG

To:    J.P. Morgan  Europe Limited

Dated: [                 ]

Dear Sirs

1.     We refer to the agreement (as from time to time amended, varied, novated
       or supplemented, the "FACILITY AGREEMENT") dated 25 March 2002 and made
       between, inter alia, PrimaCom AG as borrower, PrimaCom Management GmbH as
       guarantor, J.P. Morgan Europe Limited as agent and the financial
       institutions named therein as banks. Terms defined in the Facility
       Agreement shall have the same meaning in this Selection Notice.

2.     We refer to the Loan with an Interest Period ending on [    ].

3.     We request that the next Interest Period for the Loan is [    ].

4.     This Selection Notice is irrevocable.


                                Yours faithfully

                    --------------------------------------------
                                 BY PRIMACOM AG

                                     - 86 -
<Page>

                                   SCHEDULE 5

                         FORM OF COMPLIANCE CERTIFICATE

To:    J.P. Morgan Europe Limited

RE:    FACILITY AGREEMENT (THE "FACILITY AGREEMENT") DATED 25 MARCH 2002
       BETWEEN, INTER ALIA, (1) PRIMACOM AG AS BORROWER, (2) PRIMACOM MANAGEMENT
       GmbH AS GUARANTOR, (3) J.P. MORGAN EUROPE LIMITED AS SECURITY TRUSTEE AND
       AGENT AND (4) THE FINANCIAL INSTITUTIONS DEFINED THEREIN AS BANKS.

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

1.     Terms defined in the Facility Agreement have the same meaning when used
       in this certificate.

2.     [I/We], managing director(s) of PrimaCom AG, hereby certify that in
       respect of the Quarterly Period ending on [    ]:

       (a)       As at the end of such Quarterly Period Total Debt was
                 EURO[    ].

                 As at the end of such Quarterly Period Annualised EBITDA was
                 EURO[    ].

                 As at the end of such Quarterly Period the ratio of Total Debt
                 to Annualised EBITDA was [     ].

                 Required Covenant:

                 Compliance:       Yes/No

       (b)       As at the end of such Quarterly Period Net Senior Debt
                 was EURO[     ].

                 As at the end of such Quarterly Period Annualised EBITDA was
                 EURO[     ].

                 As at the end of such Quarterly Period the ratio of Net Senior
                 Debt to Annualised EBITDA was [    ].

                 Required Covenant:

                 Compliance:       Yes/No

       (c)       Consolidated EBITDA for such Quarterly Period was EURO[    ].

                 Total Cash Interest Expense for such Quarterly Period was
                 [EURO].

                 As at the end of such Quarterly Period the ratio of
                 Consolidated EBITDA to Total Cash Interest Expense was [    ].

                 Required Covenant:

                 Compliance:       Yes/No

       (d)       As at the end of such Quarterly Period Annualised EBITDA
                 was EURO[    ].

                                     - 87 -
<Page>

                 As at the end of such Quarterly Period Pro Forma Debt Service
                 was EURO[    ].

                 As at the end of such Quarterly Period the ratio of Annualised
                 EBITDA to Pro Forma Debt Service was [     ].

                 Required Covenant:

                 Compliance:        Yes/No

       (e)       As at the end of such Quarterly Period Annualised EBITDA
                 was EURO[     ].

                 As at the end of such Quarterly Period Pro Forma Cash Interest
                 Expense was EURO[     ].

                 As at the end of such Quarterly Period the ratio of Annualised
                 EBITDA to Pro Forma Cash Interest Expense was [     ].

                 Required Covenant:

                 Compliance:       Yes/No

       (f)       As at the end of such Quarterly Period Capital Expenditure
                 was EURO[     ].

                 Required Covenant:

                 Compliance:       Yes/No

Detailed calculations of Total Debt, Net Senior Debt, Annualised EBITDA,
Consolidated EBITDA, Total Cash Interest Expense, Pro Forma Debt Service, Pro
Forma Cash Interest Expense and Capital Expenditure are attached.

[I/We] confirm that having made due enquiry that no Event of Default or
Potential Event of Default has occurred, the Borrower was in compliance with the
covenants contained in sub-clauses 19.1, 19.2, 19.3, 19.4, 19.5, 19.6 and 19.7
of Clause 19 (FINANCIAL CONDITION) of the Facility Agreement as at [     ].

                                Yours faithfully,

                              ---------------------
                              Managing Director of
                                   PRIMACOM AG

                                     - 88 -
<Page>

                                   SCHEDULE 6

                        QUARTERLY SUBSCRIBER CERTIFICATE

<Table>
<Caption>
REGION                                       Homes Passed               Subscribers      Penetration
<S>                                          <C>                        <C>              <C>
Leipzig

Berlin

Osnabruck/Aachen

Wiesbaden/Mainz

Other

Internet Subscribers

Digital Subscribers

-------------------------------------------------------------------------------------------------------------
TOTAL EXISTING GROUP                         0                          0                0.00%

-------------------------------------------------------------------------------------------------------------
Acquisitions During Period

-------------------------------------------------------------------------------------------------------------
TOTAL GROUP                                  0                          0                0.00%

-------------------------------------------------------------------------------------------------------------
</Table>

                                     - 89 -
<Page>

THE BORROWER

PRIMACOM AG

By:

THE GUARANTOR

PRIMACOM MANAGEMENT GmbH

By:


THE ARRANGERS

J.P. MORGAN PLC

By:


BARCLAYS CAPITAL

By:


DRESDNER BANK AG, LONDON BRANCH

By:


LEHMAN BROTHERS INTERNATIONAL (EUROPE)

By:


TD BANK EUROPE LIMITED

By:

                                     - 90 -
<Page>

THE BANKS

J.P. MORGAN CHASE BANK

By:


BARCLAYS BANK PLC

By:


DRESDNER BANK AG LONDON BRANCH

By:


LEHMAN COMMERCIAL PAPER INC.

By:


THE TORONTO DOMINION BANK

By:


THE AGENT

J.P. MORGAN EUROPE LIMITED

Address:    125 London Wall
            London EC2Y 5AJ

Fax No:     020 7777 2360

Attention:  Steve Clarke

By:

                                     - 91 -
<Page>

THE SECURITY TRUSTEE

J.P. MORGAN EUROPE LIMITED

Address:    125 London Wall
            London EC2Y 5AJ

Fax No:     020 7777 2360

Attention:  Steve Clarke

By:

                                     - 92 -