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[GRAPHIC OMITTED]                                  LIMITED LIABILITY PARTNERSHIP
                                                                     Exhibit 4.4

                                                                  CONFORMED COPY




                            PRIMACOM MANAGEMENT GMBH
                                   AS BORROWER

                         THE COMPANIES SPECIFIED HEREIN
                                  AS GUARANTORS

                                   PRIMACOM AG
                               AS HOLDING COMPANY

                      BANK OF AMERICA INTERNATIONAL LIMITED
                                BARCLAYS CAPITAL
                               CHASE MANHATTAN 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
                                AS LEAD ARRANGERS

                             CHASE MANHATTAN BANK AG
          AS AGENT, FRONTING BANK, OVERDRAFT BANK AND SECURITY TRUSTEE

                                   AND OTHERS
                                EUR 1,000,000,000
                               FACILITY AGREEMENT

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<TABLE>
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                                                 CONTENTS
CLAUSE                                                                                                    PAGE
<S>                                                                                                       <C>
1.     Interpretation................................................................................       1
2.     The Facilities................................................................................      27
3.     Purpose.......................................................................................      28
4.     Conditions Precedent..........................................................................      29
5.     Nature Of Banks' And Borrower's Obligations...................................................      29
6.     Utilisation Of The Facility...................................................................      31
7.     Issue Of Letters Of Credit....................................................................      36
8.     Liabilities Under Letters Of Credit...........................................................      37
9.     Letter Of Credit Commission And Fronting Bank Fee.............................................      40
10.    Interest......................................................................................      41
11.    Market Disruption And Alternative Interest Rates..............................................      42
12.    Repayment And Reduction.......................................................................      43
13.    Cancellation And Voluntary Prepayment.........................................................      44
14.    Mandatory Prepayment..........................................................................      45
15.    Taxes.........................................................................................      47
16.    Tax Receipts..................................................................................      48
17.    Increased Costs...............................................................................      49
18.    Illegality....................................................................................      50
19.    Mitigation....................................................................................      51
20.    Representations...............................................................................      51
21.    Information...................................................................................      57
22.    Financial Condition...........................................................................      60
23.    Covenants.....................................................................................      64
24.    Events Of Default.............................................................................      78
25.    Default Interest And Indemnity................................................................      82
26.    Currency Of Account And Payment...............................................................      84
27.    Payments......................................................................................      85
28.    Set-Off.......................................................................................      87
29.    Redistribution Of Payments....................................................................      87
30.    Commitment Commission And Fees................................................................      89
31.    Costs And Expenses............................................................................      89
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<TABLE>
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<S>                                                                                                       <C>
32.    Guarantee.....................................................................................      90
33.    Preservation Of Rights........................................................................      91
34.    The Agent, The Arrangers, The Fronting Bank And The Banks.....................................      93
35.    Benefit Of Agreement..........................................................................      98
36.    Assignments And Transfers By The Obligors.....................................................      98
37.    Assignments And Transfers By Banks............................................................      98
38.    Disclosure Of Information.....................................................................     100
39.    Sub-Participation.............................................................................     100
40.    Calculations And Evidence Of Debt.............................................................     101
41.    Remedies And Waivers..........................................................................     102
42.    Partial Invalidity............................................................................     102
43.    Notices.......................................................................................     102
44.    Counterparts..................................................................................     103
45.    Group Structure Changes And Permissions.......................................................     103
46.    Amendments, Consents..........................................................................     106
47.    Law...........................................................................................     107
48.    Jurisdiction..................................................................................     108

SCHEDULE 1 The Banks..................................................................................... 109

SCHEDULE 2 Form Of Transfer Certificate..............................................................     110

SCHEDULE 3 Condition Precedent Documents.............................................................     113

SCHEDULE 4 Notice Of Drawdown........................................................................     116

SCHEDULE 5 Form Of Compliance Certificate............................................................     118

SCHEDULE 6 Quarterly Subscriber Certificate..........................................................     120

SCHEDULE 7 Form Of Guarantor Accession Memorandum....................................................     121

SCHEDULE 8 Documents To Accompany Guarantor Accession Memorandum.....................................     123

SCHEDULE 9 Members Of The Multikabel Group Granting Security.........................................     124

SCHEDULE 10 General Business Conditions..............................................................     125

SCHEDULE 11 Forms Of Letter Of Credit And Guarantee..................................................     126
       Part A        Form Of Letter Of Credit To Be Issued By A Fronting Bank........................     126
       Part B        Form Of Guarantee To Be Issued By A Fronting Bank...............................     129

SCHEDULE 12 Facility Reduction Schedule..............................................................     132
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<TABLE>
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<S>                                                                                                       <C>
SCHEDULE 13 The Original Guarantors..................................................................     133

SCHEDULE 14 Mandatory Costs..........................................................................     135

SCHEDULE 15 Requirements Certificate.................................................................     137
</TABLE>
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THIS AGREEMENT is made as of the eighteenth day of September 2000

BETWEEN

(1)  PRIMACOM MANAGEMENT GMBH as borrower (the "BORROWER");

(2)  EACH OF THE PERSONS SPECIFIED IN SCHEDULE 13 HERETO as guarantors (each an
     "ORIGINAL GUARANTOR");

(3)  PRIMACOM AG (the "HOLDING COMPANY");

(4)  BANK OF AMERICA INTERNATIONAL LIMITED, BARCLAYS CAPITAL, CHASE MANHATTAN
     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 as
     lead arrangers (the "LEAD ARRANGERS");

(5)  CHASE MANHATTAN BANK AG as agent (the "AGENT") and security trustee (the
     "SECURITY TRUSTEE");

(6)  CHASE MANHATTAN BANK AG as fronting bank (the "FRONTING BANK");

(7)  CHASE MANHATTAN BANK AG as overdraft bank (the "OVERDRAFT BANK"); and

(8)  THE FINANCIAL INSTITUTIONS named in Schedule 1.

NOW IT IS HEREBY AGREED as follows:

1.       INTERPRETATION

1.1      IN THIS AGREEMENT:

        "ACCOUNT PLEDGES" means each of the account pledge agreements over the
        bank accounts held by certain members of the Group (other than the
        Target Account Pledges);

        "ACQUISITION" means any acquisition (other than the Multikabel
        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 (in each case, the "TARGET");

        "ADDITIONAL GUARANTOR" means any company which has executed and
        delivered a Guarantor Accession Memorandum pursuant to sub-clause 45.1.1
        of Clause 45.1 (Additional Guarantors);

        "ADDITIONAL SECURITY" has the meaning ascribed thereto in sub-clause
        23.4.1 of Clause 23.4 (Positive Covenants of the Holding Company);

        "ADVANCE" means a cash advance made or to be made by the Banks under the
        Facility;

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        "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;

        "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);

        "APA" means APA Basic Beteiligungs GmbH;

        "ARRANGERS" means the Lead Arrangers and the Co-Arrangers (if any);

        "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 sub-clause 23.2.5 of Clause 23.2 (Negative
        Covenants);

        "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:

        (a)     the amount of such Bank's participation in any Advance
                outstanding hereunder; and

        (b)     the amount of such Bank's L/C Proportion of the Letter of Credit
                Outstanding of each Letter of Credit which has been issued and
                is outstanding hereunder;

        "AVAILABLE FACILITY" means, at any time, the aggregate of the Available
        Commitments of the Banks adjusted, in the case of a proposed Utilisation
        of the Facility, so as to take into account:

        (a)     any reduction in the Commitment of a Bank which will occur prior
                to the commencement of, or during the Term of the proposed
                Utilisation;

        (b)     the amount of any Advance and/or Letter of Credit which is due
                to be made on or before the proposed Utilisation Date; and

        (c)     the amount of any Advance and/or Letter of Credit which is due
                to be repaid or expire on or before the proposed Utilisation
                Date;

        "BANK"  means any financial institution:

        (a)     named in Schedule 1 (The Banks); or

        (b)     which has become a party hereto as a Bank in accordance with
                Clause 37.2 (Assignments by Banks) or Clause 37.3 (Transfers by
                Banks),

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

        "BANK INTERCREDITOR AGREEMENT" means the intercreditor agreement entered
        into or to be entered into between the Agent, the Banks, the Fronting
        Bank, the Overdraft Bank, the Working Capital Lenders and the Security
        Trustee;

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        "BENEFICIARIES" shall have the meaning ascribed thereto in the Obligor
        Intercreditor Agreement;

        "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:

        (a)     (in relation to any date for payment or purchase of a sum
                denominated in a currency other than the euro) the principal
                financial centre of the country of such currency; or

        (b)     (in relation to any date for payment or purchase of a sum
                denominated in the 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 21.1.3 of Clause 21.1 (Financial Statements), the
        most recent consolidated business plan delivered pursuant thereto;

        "CASH COLLATERAL" means, in relation to any Letter of Credit, a deposit
        in such interest bearing account or accounts as the Agent may specify,
        such deposit and account to be secured in favour of or on behalf of, and
        on terms acceptable to, the Agent;

        "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;

        "CO-ARRANGER" means any financial institution, being a Bank or an
        affiliate of a Bank, which becomes a party hereto as a co-arranger;

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

        "COMPLIANCE CERTIFICATE" means a certificate substantially in the form
        set out in Schedule 5 (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

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        (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 of the
        Borrower which estimate shall be agreed by an 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;

        "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, 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) (save that for the purposes of the
        financial covenants set out in Clause 22 (Financial Condition) for the
        period from the Closing Date up to (and including) 31 December 2000 any
        charges relating to redundancy costs shall be ignored in the calculation
        of EBITDA during such period);

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

        "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;

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        "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;

        "ENW INDEBTEDNESS" means, at any time, the aggregate of the indebtedness
        outstanding at such time under (a) the NLG 30,084,000 facility and (b)
        the NLG 8,400,000 facility in each case extended by Energie Noord-West
        to Multikabel;

        "EURIBOR" means, in relation to any amount to be advanced to, or owing
        by, an Obligor under the Facility Documents in euro on which interest
        for a given period is to accrue:

        (a)     the percentage rate per annum equal to the offered quotation
                which appears on the page of the Telerate Screen which displays
                the rate of the Banking Federation of the European Union for
                euro (being currently page 248) for such period as of 11.00 a.m.
                (Brussels time) on the Quotation Date for such period or, if
                such page or such service shall cease to be available, such
                other page or such other service for the purpose of displaying
                an average rate of the Banking Federation of the European Union
                as the Agent, after consultation with the Banks and the
                Borrower, shall select; or

        (b)     if no quotation for euro for the relevant period is displayed
                and the Agent has not selected an alternative service on which a
                quotation is displayed, the arithmetic mean (rounded upwards to
                four decimal places) of the rates (as notified to the Agent) at
                which each of the Reference Banks was offering to prime banks in
                the European interbank market deposits in euro of an equivalent
                amount and for such period as of 11.00 a.m. (Brussels time) on
                the Quotation Date;

"EURO AMOUNT" means in relation to a Letter of Credit at any time:

        (a)     if such Letter of Credit is denominated in euro, the maximum
                actual and contingent liability of the Fronting Bank (or the
                Banks) thereunder or in respect thereof at such time; and

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        (b)     if such Letter of Credit is denominated in dollars, the
                equivalent in euro of the maximum actual and contingent
                liability of the Fronting Bank (or the Banks) thereunder or in
                respect thereof at such time, calculated as at the later of the
                dates which falls (1) two Business Days before its issue date or
                (2) the most recent L/C Valuation Date;

        "EVENT OF DEFAULT" means any of those events specified in Clause 24
        (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) EUR1,550,000 (or EUR385,000 if such period is a Quarterly
        Period);

        "EXISTING MULTIKABEL ENCUMBRANCES" means the encumbrances of the
        Multikabel Group existing on the date of completion of the Multikabel
        Acquisition and as declared in the certificate delivered pursuant to
        Clause 4 (Conditions Precedent) and paragraph 16 of Schedule 3
        (Conditions Precedent);

        "EXISTING PRIMACOM ENCUMBRANCES" means the encumbrances of the Financial
        Group existing on the date hereof and as declared in the certificate
        delivered pursuant to Clause 4 (Conditions Precedent) and paragraph 16
        of Schedule 3 (Conditions Precedent);

        "EXISTING INDEBTEDNESS" means the Existing Multikabel Indebtedness and
        the Existing PrimaCom Indebtedness;

        "EXISTING MULTIKABEL INDEBTEDNESS" means the indebtedness of the
        Multikabel Group existing on the date hereof, the details of which have
        been delivered to the Agent prior to the date hereof;

        "EXISTING PRIMACOM INDEBTEDNESS" means the indebtedness of the Group
        outstanding pursuant to the EUR460,169,752 facility agreement (being an
        amendment and restatement of the DM600,000,000 facility agreement
        entered into between (amongst others,) certain banks and financial
        institutions and the Borrower dated 23 December 1998), (including any
        amounts outstanding under the Overdraft Facility (as defined therein);

        "EXPIRY DATE" means in respect of a Letter of Credit the date specified
        as such in the Notice of Drawdown in relation to such Letter of Credit;

        "FACILITY" means the revolving loan and letter of credit facility of EUR
        985,000,000 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 this Agreement, the Security Documents, the
        Obligor Intercreditor Agreement, the Bank Intercreditor Agreement, the
        Overdraft Letter, any

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        Hedge Contract and any other agreement, document, letter, deed, notice
        or certificate designated as such by the Agent and the Holding Company,
        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;

        "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 Holding Company and each of its subsidiaries
        from time to time;

        "FINAL MATURITY DATE" means 30 September 2009 (or if such day is not a
        Business Day, the next succeeding Business Day);

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

        "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);

        "FORCED DRAWING" means a borrowing by the Holding Company under the
        Working Capital Facility which has either:

        (a)     been required by the Working Capital Lenders to be drawn
                pursuant to the terms of the Working Capital Facility; or

        (b)     been required by the Finance Parties to be drawn pursuant to the
                terms of the Bank Intercreditor Agreement either (i) due to the
                occurrence of an Event of Default hereunder, (ii) in
                circumstances where the Holding Company has requested a
                borrowing under the Working Capital Facility and the Working
                Capital Lenders have been required by an Instructing Group to
                waive certain conditions precedent which would otherwise prevent
                the borrowing from being drawn or (iii) in circumstances where
                the availability period under the Working Capital Facility is
                due to expire and the Working Capital Facility has not been
                fully drawn;

         "GERMANY" means the Federal Republic of Germany;

        "GMBH SHARE PLEDGE" means the share pledge agreement over the shares of
        those members of the Group listed in part 1 of Annex 3 of the Security
        Trust Agreement;

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        "GROUP" means the Borrower and each of its subsidiaries from time to
        time and, prior to the completion of the Reorganisation, each of the
        subsidiaries of the Holding Company;

        "GROUP STRUCTURE CHARTS" means the group structure charts delivered to
        the Agent pursuant to Clause 4 (Conditions Precedent) and described in
        paragraph 23 of Schedule 3 (Conditions Precedent);

        "GUARANTORS" means each of the Original Guarantors and any Additional
        Guarantor and "GUARANTOR" means any of them;

        "GUARANTOR ACCESSION MEMORANDUM" means a memorandum to be delivered by
        any Additional Guarantor to the Agent substantially in the form set out
        in Schedule 7 (Form of Guarantor Accession Memorandum) pursuant to
        sub-clause 45.1.1 of Clause 45.1 (Additional Guarantors);

        "HEDGE CONTRACT" means a contract between a bank or other financial
        institution and any member of the Group relating to 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 of the
        Group;

        "HOLDING COMPANY DEBT" means any indebtedness for borrowed money of the
        Holding Company other than indebtedness arising under the Working
        Capital Facility or the Senior Notes;

        "HOLDING COMPANY MANAGEMENT EXPENSES" means (a) legal fees and fees of
        any other professional advisers in each case incurred by the Holding
        Company in connection with the Working Capital Facility, the issue of
        Senior Notes or Holding Company Debt and (b) annual auditor's fees
        incurred in connection with the preparation of audited annual
        consolidated financial statements in accordance with sub-clause 21.1.1
        of Clause 21.1 (Financial Statements) together with (c) other reasonable
        expenses of the Holding Company properly incurred in the ordinary course
        of business and on arm's length terms;

        "INFORMATION MEMORANDUM" means the confidential information memorandum
        dated September 2000 which at the request of the Borrower and on its
        behalf, was prepared in relation to this transaction and distributed by
        the Lead Arrangers to selected banks;

        "INITIAL DUTCH SHARE PLEDGE" means the share pledge agreement and deed
        over the shares of PrimaCom Netherlands Holding BV;

        "INSTRUCTING GROUP" means:

        (a)     whilst no Advance or Letter of Credit is outstanding hereunder,
                a group of Banks (which for these purposes may include the
                Overdraft Bank) whose Commitments (in respect of the Overdraft
                Bank, being for these purposes the amount of the Overdraft
                Facility) amount (or, if each Bank's Commitment has

                                     - 8 -
<PAGE>   13

                been reduced to zero, did immediately before such reduction
                to zero, amount) in aggregate to more than sixty six and two
                thirds per cent. (66 2/3%) of the aggregate of the Facility
                Amount and the amount of the Overdraft Facility; and

        (b)     thereafter, a group of Banks (which for these purposes may
                include the Overdraft Bank) to whom in aggregate more than sixty
                six and two thirds per cent. (66 2/3%) of the aggregate amount
                of the Loan, the Letter of Credit Outstandings and the Overdraft
                Amount 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;

        "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 any Advance, the last day
        of the Term of such Advance, and if the Term of such Advance is more
        than six months, in addition, on the expiry of each period of six months
        during such Term;

        "KG SHARE PLEDGE" means the share pledge agreement over the shares of
        each of those members of the Group listed in Part 2 of Annex 3 of the
        Security Trust Agreement;

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

        "L/C COMMISSION RATE" means, at any time, the rate equal to the Margin
        at such time;

        "L/C PROPORTION" means, in relation to a Bank in respect of a Letter of
        Credit and save as otherwise provided herein, the proportion (expressed
        as a percentage) borne by such Bank's Available Commitment to the
        Available Facility immediately prior to the issue of such Letter of
        Credit;

        "L/C VALUATION DATE" means the first Business Day which falls six months
        after the date hereof and each day falling at six monthly intervals
        thereafter;

        "LETTER OF CREDIT" means a letter of credit or guarantee issued or to be
        issued by the Fronting Bank under the Facility pursuant to Clause 7
        (Issue of Letters of Credit) substantially in the form set out in Part A
        or, as the case may be, Part B of Schedule 11 (Forms of Letter of Credit
        and Guarantee) (or in such other form as may be requested by the
        Borrower PROVIDED THAT such form is acceptable to all the Banks and the
        Fronting Bank);

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        "LETTER OF CREDIT OUTSTANDING" means, in relation to any Letter of
        Credit:

        (a)     at or before the Utilisation Date in respect of a proposed
                Letter of Credit, the Original Euro Amount thereof; and

        (b)     thereafter, the sum at such time (without double counting) of
                the Euro Amount of the maximum actual and contingent liabilities
                of the Fronting Bank (and the Banks) under or in respect of such
                Letter of Credit and the total Euro Amount of any payments made
                by the Fronting Bank (and the Banks) thereunder which at such
                time have not been paid or reimbursed by the Borrower to the
                Fronting Bank and the Banks (or any of them) hereunder,

        and "LETTER OF CREDIT OUTSTANDINGS" means at any time (without double
        counting) the aggregate of all of the Euro Amounts of the maximum actual
        and contingent liabilities of the Fronting Bank (and the Banks) under or
        in respect of all the Letters of Credit outstanding under the Facility
        at such time, together with the aggregate total Euro Amounts of all
        payments made by the Fronting Bank (and the Banks) in relation thereto
        which have not been paid or reimbursed by the Borrower;

        "LIBOR" means, in relation to any amount to be advanced to, or owing by,
        an Obligor under the Facility Documents in a currency other than euro on
        which interest for a given period is to accrue:

        (a)     the percentage rate per annum equal to the offered quotation
                which appears on the page of the Telerate Screen which displays
                the British Bankers Association Interest Settlement Rate for
                such currency (being currently "3740" or as the case may be
                "3750") for such period as of 11.00 a.m. London time on the
                Quotation Date for such period or, if such page or such service
                shall cease to be available, such other page or such other
                service for the purpose of displaying the British Bankers
                Association Interest Settlement Rate for such currency as the
                Agent, after consultation with the Banks and the Borrower, shall
                select; or

        (b)     if no quotation for such currency and the relevant period is
                displayed and the Agent has not selected an alternative service
                on which a quotation is displayed, the arithmetic mean (rounded
                upwards to four decimal places) of the rates (as notified to the
                Agent) at which each of the Reference Banks was offering to
                prime banks in the London interbank market deposits in such
                currency for such period as of 11.00 a.m. London time on the
                Quotation Date for such period;

        "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 aggregate principal amount of Advances for the time
        being outstanding hereunder;

                                     - 10 -
<PAGE>   15
        "MAJORITY BANKS" means:

        (a)     whilst no Advances or Letters of Credit are outstanding
                hereunder, a group of Banks (which for these purposes may
                include the Overdraft Bank) whose Commitments (in respect of the
                Overdraft Bank being for these purposes the amount of the
                Overdraft Facility) 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 fifty per cent. (50%) of
                the aggregate of the Facility Amount and the amount of the
                Overdraft Facility; and

        (b)     thereafter, a group of Banks (which for these purposes may
                include the Overdraft Bank) to whom in aggregate more than fifty
                per cent. (50%) of the aggregate amount of the Loan, the Letter
                of Credit Outstandings and the Overdraft Amount is (or,
                immediately prior to repayment of such amounts, was then) owed;

        "MANDATORY COSTS RATE" means the rate determined in accordance with
        Schedule 14 (Mandatory Costs);

        "MARGIN" means the rate per annum calculated in accordance with Clause
        10.3 (Margin);

        "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 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
        and after completion of the Multikabel Acquisition the Sonera Contracts
        and the KPN Contracts;

        "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;

                                     - 11 -
<PAGE>   16

        "MATERIAL GROUP COMPANY" means any subsidiary of the Holding Company or
        the Borrower 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

                (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

                                     - 12 -
<PAGE>   17

                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;

        "MEESPIERSON INDEBTEDNESS" means, at any time, the indebtedness
        outstanding at such time under the NLG 150,000,000 revolving bridge
        facility extended by MeesPierson N.V. and Bank Nederlandse Gemeenten to
        Multikabel and Communikabel N.V.;

        "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);

        "MULTIKABEL ACQUISITION" means the acquisition, by way of share
        purchase, of Multikabel by PrimaCom Netherlands Holding B.V. (a
        wholly-owned subsidiary of the Borrower);

        "MULTIKABEL ACQUISITION ADVANCES" means each Advance made or to be made
        hereunder solely to (a) finance the Multikabel Acquisition (b) finance
        the costs, fees, charges and expenses relating to the Multikabel
        Acquisition and /or (c) refinance the Existing Multikabel Indebtedness
        and shall include any Rollover Advance made to refinance a Multikabel
        Acquisition Advance and "MULTIKABEL ACQUISITION ADVANCE" shall mean any
        of them;

                                     - 13 -
<PAGE>   18

        "MULTIKABEL ACQUISITION AGREEMENT" means the share purchase agreement
        dated 11 August 2000 relating to the Multikabel Acquisition;

        "MULTIKABEL GROUP" means Multikabel and each of its subsidiaries at the
        time of the Multikabel Acquisition;

        "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 equal to the amount of undrawn commitment under the Working
        Capital Facility at such time;

        "NOTICE OF DRAWDOWN" means a notice substantially in the form set out in
        Schedule 4 (Notice of Drawdown);

        "OBLIGORS" means the Borrower, the Guarantors and any other member of
        the Group which provides security or guarantees at any time in respect
        of any of the obligations of any Obligor under any of the Facility
        Documents and "OBLIGOR" means any of them;

        "OBLIGOR INTERCREDITOR AGREEMENT" means the intercreditor agreement
        entered into or to be entered into between the Agent, the Banks, the
        Fronting Bank, the Overdraft Bank, the Holding Company, the Obligors and
        the Security Trustee;

        "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 referred to in paragraph 22 of Schedule 3 (Condition
        Precedent Documents);

        "ORIGINAL EURO AMOUNT" means in relation to a Letter of Credit, the face
        amount of such Letter of Credit specified in the Notice of Drawdown
        relating thereto, as the same may be reduced pursuant to Clause 6.4
        (Reduction of Available Commitment), (or, if such Letter of Credit is
        not denominated in euro, the equivalent of the amount (as the same may
        be so reduced) in euro calculated as at the date of such Notice of
        Drawdown);

                                     - 14 -
<PAGE>   19

        "ORIGINAL FINANCIAL STATEMENTS" means:

        (a)     the audited consolidated financial statements for the year ended
                31 December 1999 of the Holding Company; and

        (b)     the audited consolidated financial statements for the year ended
                31 December 1999 of Multikabel;

        "OVERDRAFT AMOUNT" means, at any time, the principal amount by way of
        loan overdraft or guarantee outstanding under the Overdraft Facility at
        that time;

        "OVERDRAFT COMMITMENT" means the Overdraft Bank's commitment under the
        Overdraft Facility as the same may be reduced from time to time in
        accordance with the terms thereof;

        "OVERDRAFT FACILITY" means the overdraft facility in an amount of EUR
        15,000,000 provided or to be provided to the Borrower by the Overdraft
        Bank pursuant to the terms of the Overdraft Letter and this Agreement;

        "OVERDRAFT LETTER" means the overdraft letter setting out the terms of
        the Overdraft Facility and incorporating the General Business Conditions
        (Allgemeine Geschaftsbedingungen) of Chase Manhattan Bank AG (as amended
        or varied from time to time in accordance with Clause 6.5 (Overdraft
        Facility)) entered into on or about the date hereof between the
        Overdraft Bank and the Borrower in respect of the Overdraft Facility;

        "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 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;

        "PERMITTED ENCUMBRANCES" means:

        (a)     any encumbrances created pursuant to the terms hereof;

        (b)     encumbrances created pursuant to the Security Documents;

        (c)     any encumbrance which arises in respect of goods sold to any
                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;

                                     - 15 -
<PAGE>   20

(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 Obligor against any debit
        balances of any bank account held by itself or any other 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 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 an 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 an 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 an Obligor; and

                (iii)   the aggregate amount of indebtedness secured by such
                        encumbrances shall not exceed EUR 1,000,000 for the
                        Group at any time;

(g)     any encumbrance created after the date hereof over any asset of an
        Obligor solely for the purpose of securing indebtedness for borrowed
        money incurred to (i) acquire any such asset after the date hereof
        and/or (ii) repair, alter, construct, develop or improve any such asset
        PROVIDED THAT (a) the amount thereby secured does not exceed the
        purchase price of such asset acquired or, as the case may be, the lower
        of book value and market value of any such asset repaired, altered,
        constructed, developed or improved after such repair, alteration,
        construction, development or improvement at the time such encumbrance
        was created and PROVIDED FURTHER THAT the aggregate amount of
        indebtedness secured by any such encumbrances shall not exceed
        EUR5,500,000 for the Group at any time and (b) any such encumbrance is
        discharged within a period of twelve months from the date of its
        creation (save where the amount of indebtedness secured by such
        encumbrance when aggregated with the amount of indebtedness secured by
        all other such encumbrances shall not exceed EUR1,000,000 for the Group
        at any time);

(h)     at any time prior to the date which falls 14 days after the Closing
        Date, the Existing Multikabel Encumbrances;

(i)     at any time prior to the date of the first Utilisation of the Facility,
        the Existing PrimaCom Encumbrances;

(j)     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

                                     - 16 -
<PAGE>   21

        ownership of elements permanently built into real property may pass to
        the owner of that real property; and

(k)     Finance Leases permitted pursuant to sub-clause 23.2.2 of Clause 23.2
        (Negative Covenants) to the extent they could be regarded as
        constituting encumbrances;

        "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;

        "PRIMACOM MANAGEMENT SECOND DUTCH SHARE PLEDGE" means the share pledge
        agreement and deed over the shares of PrimaCom Netherlands Holding B.V.
        executed by the Borrower pursuant to sub-clause 23.7.3 of Clause 23.7
        (Further Covenants of the Borrower);

        "PRIMACOM NETHERLANDS ACCOUNT AND INTER-COMPANY LOAN PLEDGE" means the
        account and inter-company loan pledge executed by PrimaCom Netherlands
        Holding B.V.;

        "PRO FORMA DEBT SERVICE" means, at any time, estimated Total Cash
        Interest Expense plus Scheduled Principal Repayments 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 Working Capital Facility or the Senior Notes
        and any Holding Company Debt) at such time of determination to the
        average outstanding indebtedness for borrowed money 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 Working Capital Facility or on any Senior Notes
        and any other Holding Company Debt during such period;

        "PROPORTION" means, in relation to a Bank:

        (a)     whilst no Advance or Letter of Credit is 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 aggregate
                of the Loan and the Letter of Credit Outstandings to the
                aggregate of the Loan and the Letter of Credit Outstandings;

        "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;
                                     - 17 -
<PAGE>   22
        "QUOTATION DATE" means, in relation to any period for which an interest
        rate is to be determined hereunder, the day on which quotations would
        ordinarily be given by leading banks in the London interbank market for
        deposits in the relevant currency for delivery on the first day of that
        period PROVIDED THAT, if for any such period quotations would ordinarily
        be given on more than one date, the Quotation Date for that period shall
        be the last of those dates;

        "REDEMPTION UTILISATION" has the meaning given to it in clause 6.6
        (Redemption Conditions);

        "REDUCTION DATES" means the dates on which the Facility Amount is
        reduced in accordance with Clause 12.2 (Reduction);

        "REFERENCE BANKS" means the principal London offices of Bank of America,
        N.A. and, The Chase Manhattan Bank or such other bank or banks as may
        from time to time be agreed between the Borrower and an Instructing
        Group;

        "REGTP" means the Regulatory Authority for Telecommunications and Post
        in Germany (Regulierungsbehorde fur Telekommunikation und Post);

        "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;

        "REORGANISATION" means the System Asset Transfer and the transfer of all
        subsidiaries of the Holding Company (other than the Borrower and
        subsidiaries of the Borrower) to the Borrower or any of the Borrower's
        wholly-owned subsidiaries;

        "REPEATED REPRESENTATIONS" means the representations that are deemed to
        be repeated pursuant to Clause 20.4 (Repetition of Representations);

        "REPLACEMENT SENIOR NOTES" means the senior notes (if any) issued by the
        Holding Company in accordance with the terms of the Working Capital
        Facility and the Bank Intercreditor Agreement;

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

                                     - 18 -
<PAGE>   23

        "ROLLOVER ADVANCE" means an Advance which is to be used to refinance a
        maturing Advance and which is the same amount as such maturing Advance
        and is to be drawn on the day such maturing Advance is to be repaid;

        "SCHEDULED PRINCIPAL REPAYMENTS" means at any time the greater of zero
        and the amount equal to the difference between (a) the aggregate of the
        Loan and Letter of Credit Outstandings as at such time and (b) the
        Facility Amount (after taking into account any scheduled reductions in
        accordance with Clause 12.2 (Reduction) as at the fourth Quarter Day
        which falls after the most recently ended Quarterly Period;

        "SECURITY DOCUMENTS" means each of the following:

        (a)     the Security Trust Agreement;

        (b)     the Share Pledges;

        (c)     the assignment or, as the case may be, pledge of inter-company
                loans;

        (d)     the Account Pledges;

        (e)     the PrimaCom Netherlands Account and Inter-Company Loan Pledge;

        (f)     the Additional Security; and

        (g)     the Target Security,

        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 for the purpose of securing all or any
        of the obligations of any Obligor under the Facility Documents or any of
        them together with all amendments of, and supplements to any of the
        foregoing and "SECURITY DOCUMENT" shall be construed accordingly;

        "SECURITY TRUST AGREEMENT" means the security trust agreement entered or
        to be entered into between, the Security Trustee, the Obligors, the
        Holding Company, the Agent, the Fronting Bank, the Overdraft Bank and
        the Banks;

        "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 and (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" save for derivative transactions entered into to hedge
        the exposure of the Group to fluctuations in exchange rates (and taken
        into account in the calculation of Total Debt);

        "SENIOR NOTES" means the Replacement Senior Notes and any other public
        issue of senior notes, by the Holding Company, in accordance with this
        Agreement;

                                     - 19 -
<PAGE>   24

        "SHARE PLEDGES" means each of the GmbH Share Pledge, the KG Share
        Pledge, the Initial Dutch Share Pledge, or, after the execution of the
        PrimaCom Management Second Dutch Share Pledge, the PrimaCom Management
        Second Dutch Share Pledge and the share pledges to be granted by the
        Holding Company over its partnership shares held in each member of the
        Group;

        "SONERA CONTRACTS" means each of the internet contracts between MultiWeb
        B.V. and each of Multikabel and Communikabel N.V.;

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

        "SUBSCRIBER RECEIVABLES" means all revenues generated pursuant to the
        Subscriber Agreements (exclusive of VAT) which are payable to the
        Holding Company;

        "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 ASSET TRANSFER" means the irrevocable transfer by the Holding
        Company to the Borrower or a wholly-owned subsidiary of the Borrower (or
        prior to the Reorganisation, to a wholly-owned subsidiary of the Holding
        Company) of all its rights in any System Assets and any Net Revenues
        generated thereby pursuant to the terms of this Agreement;

        "SYSTEM ASSET SECURITY" has the meaning ascribed thereto in sub-clause
        23.4.2 of Clause 24.3 (Positive Covenants of the Holding Company);

                                     - 20 -
<PAGE>   25

        "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;

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

        "TARGET ACCOUNT AND INTER-COMPANY LOAN PLEDGES" means the account and
        inter-company loan pledge agreements over the bank accounts held by each
        member of the Multikabel Group listed in Schedule 9 (Members of the
        Multikabel Group Granting Security) and over inter-company loans to be
        entered into by each member of the Multikabel Group after the completion
        of the Multikabel Acquisition;

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

        "TARGET SHARE PLEDGES" means each of the pledges pursuant to the share
        pledge agreements and deeds entered into by PrimaCom Netherland Holding
        BV and certain members of the Multikabel Group over the shares of each
        member of the Multikabel Group listed in Schedule 9 (Members of the
        Multikabel Group Granting Security);

        "TARGET SECURITY" means the security constituted by the Target Share
        Pledges, the Target Account and Inter-Company Loan Pledges, and any
        other security interest in favour of the Finance Parties granted
        pursuant thereto, in each case executed or to be executed by PrimaCom
        Netherland Holding BV or any member of the Multikabel Group listed in
        Schedule 9 (Members of the Multikabel Group Granting Security) pursuant
        to Clause 45.3 (Multikabel Acquisition);

        "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 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

                                     - 21 -
<PAGE>   26
        (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;

        "TERM" means, save as otherwise provided herein:

        (a)     in relation to any Advance, the period for which such Advance is
                borrowed (as specified in the Notice of Drawdown relating
                thereto); and

        (b)     in relation to any Letter of Credit, the period from its
                Utilisation Date until its Expiry Date (as specified in the
                Notice of Drawdown relating thereto);

        "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:

        (i)     the aggregate amount of Senior Debt;

        (ii)    the aggregate amount of Subordinated Debt;

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

        (iv)    the aggregate principal amount of all other indebtedness for
                borrowed money of the Holding Company,

        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;

                                     - 22 -
<PAGE>   27

        "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
                37 (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 37.3 (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 25.1 (Default Interest Periods);

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

        "UTILISATION" means a utilisation of the Facility hereunder by way of
        Advance or the issuance of a Letter of Credit;

        "UTILISATION DATE" means the date of a Utilisation, being the date on
        which an Advance is to be or has been made or a Letter of Credit is to
        be or has been issued; and

        "WORKING CAPITAL FACILITY" means the EUR 375,000,000 working capital
        facility entered into on or about the date hereof by the Holding Company
        and a group of banks;

        "WORKING CAPITAL LENDERS" means the financial institutions from time to
        time party to the Working Capital Facility as lenders.

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", the
        "FRONTING BANK", the "SECURITY TRUSTEE" or the "OVERDRAFT BANK" shall be
        construed so as to include

                                     - 23 -
<PAGE>   28
        their respective Successors and any Successor of such Successor in
        accordance with their respective interests;

        "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, as a reference to any indebtedness of any person for or in
        respect of:

        (a)     moneys borrowed (other than Subordinated Debt);



                                     - 24 -
<PAGE>   29

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

        (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 24.7 (Cross-Default) and sub-clause
                23.2.2. of Clause 23.2 (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 or,
        prior to completion of the Reorganisation the Financial Group and the
        servicing of its Subscribers;

                                     - 25 -
<PAGE>   30

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

        a Bank's "PARTICIPATION" in relation to a Letter of Credit shall be
        construed as a reference to the rights and obligations of such Bank in
        relation to such Letter of Credit as are expressly set out in this
        Agreement;

        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;

        the "RELEVANT INTERBANK RATE" is a reference to:

        (a)     in relation to the euro, EURIBOR; or

        (b)     in relation to any other currency, LIBOR;

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

        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
                                     - 26 -
<PAGE>   31
        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     "EUR" 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 "$" and "DOLLARS" denote 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;

        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 revolving loan and letter of credit facility in
        an aggregate amount of EUR 985,000,000 (available for drawing by way of
        (a) Advances denominated in euro and (b) Letters of Credit up to a
        maximum Euro Amount of EUR 10,000,000 denominated in dollars or euro).

                                     - 27 -
<PAGE>   32

2.2      GRANT OF THE OVERDRAFT FACILITY
        The Overdraft Bank hereby grants to the Borrower upon the terms and
        subject to the conditions of the Overdraft Letter and this Agreement, a
        denominated euro overdraft facility in an aggregate amount of EUR
        15,000,000.

3.       PURPOSE

3.1      PURPOSE OF FACILITY
        The Facility shall be used by the Borrower, where appropriate through
        on-lending to PrimaCom Netherlands Holding B.V. or, as the case may be,
        the Operating Companies, for the following purposes:

         3.1.1    to refinance all Existing PrimaCom Indebtedness;

         3.1.2    to finance the Multikabel Acquisition (including related
                  costs, fees, charges and expenses) and to refinance the
                  Existing Multikabel Indebtedness;

         3.1.3    to finance Acquisitions (including related costs, fees,
                  charges and expenses) and to refinance any indebtedness for
                  borrowed money thereby acquired and/or to be applied to
                  discharge indebtedness secured by any encumbrance attaching to
                  any asset thereby acquired;

         3.1.4    to finance the capital expenditure of the Group and any costs,
                  fees, charges and expenses incurred by the Group in connection
                  with the implementation of the Facility and the Overdraft
                  Facility or otherwise under the Facility Documents (for the
                  avoidance of doubt, excluding interest);

         3.1.5    to finance distributions to the Holding Company in order (i)
                  subject to the conditions set out in Clause 6.6 (Redemption
                  Conditions) to purchase Senior Notes and/or (ii) to pay
                  interest under the Working Capital Facility or upon any Senior
                  Notes; and

         3.1.6    for working capital and general corporate purposes.

3.2      PURPOSE OF OVERDRAFT FACILITY The Overdraft Facility is to be used for
         general corporate and working capital purposes of the Group (including,
         for the avoidance of doubt, the making of Acquisitions).

3.3      APPLICATION
        The Borrower shall apply all amounts raised by it hereunder exclusively
        in or towards satisfaction of the above purposes and without prejudice
        to the obligations of the Borrower under Clause 3.1 (Purpose of the
        Facility) and Clause 3.2 (Purpose of the Overdraft Facility) above none
        of the Finance Parties shall be obliged to concern themselves with the
        application of amounts raised by the Borrower hereunder.

3.4      APPLICATION OF FIRST ADVANCE
        The first Utilisation Request delivered hereunder shall be in respect of
        an Advance which shall be applied to refinance all Existing PrimaCom
        Indebtedness and to pay all

                                     - 28 -
<PAGE>   33
         costs, fees and expenses incurred in connection with the implementation
         of the Facility and the Overdraft Facility.

3.5      MULTIKABEL ACQUISITION

         3.5.1    If the Borrower wishes to utilise the Facility to finance the
                  Multikabel Acquisition and the related costs, fees, charges
                  and expenses and/or to refinance any of the Existing
                  Multikabel Indebtedness, the Borrower shall specify in the
                  Utilisation Request that the requested Advance is a Multikabel
                  Acquisition Advance.

         3.5.2    For the avoidance of doubt, no part of a Multikabel
                  Acquisition Advance may be drawn for any purpose other than
                  for the financing of the Multikabel Acquisition and the
                  related costs, fees, charges and expenses and/or for the
                  refinancing of any of the Existing Multikabel Indebtedness and
                  no part of an Advance other than a Multikabel Acquisition
                  Advance may be drawn for such purposes.

4.      CONDITIONS PRECEDENT

        Save as the Banks may otherwise agree, the Borrower may not deliver the
        first 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 the Agent.

5.      NATURE OF BANKS' AND BORROWER'S OBLIGATIONS

5.1     BANKS' OBLIGATIONS SEVERAL
        The obligations of each Bank, the Fronting Bank and the Overdraft Bank
        hereunder are several and not joint and the failure by a Bank, the
        Fronting Bank or the Overdraft Bank to perform its obligations hereunder
        shall not affect the obligations of any Obligor or the Holding Company
        towards any other party hereto nor shall any other party be liable for
        the failure by such Bank, the Fronting Bank or the Overdraft 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     DEFAULT IN OBLIGATIONS
        If any Bank, the Fronting Bank or the Overdraft Bank defaults in the
        performance of any of its obligations hereunder, the Agent shall
        endeavour to consult with the Borrower with a view to assisting the
        Borrower in deciding the appropriate action to be taken by the Borrower
        in order to replace the Bank concerned, the Fronting Bank or the
        Overdraft Bank with an alternative reputable bank or financial
        institution.

                                     - 29 -
<PAGE>   34

5.4     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 in
        relation to the obligations of the Obligors:

         5.4.1    each of the Obligors 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 such 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");

         5.4.2    each of the Obligors and the Security Trustee acknowledge that
                  the Parallel Debt Obligations are obligations and liabilities
                  of the Borrower 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 the Borrower 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 the Borrower 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
                  Borrower towards the Finance Parties in accordance with the
                  terms of this Agreement and the Security Trust Agreement;

         5.4.3    every payment by an Obligor of monies due by such 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
                  such Obligor contained in sub-clause 5.4.1, 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 similar laws of general
                  application the Security Trustee shall be entitled to receive
                  the amount of such payment from such Obligor and such Obligor
                  shall remain liable to perform the relevant obligation and the
                  relevant liability shall be deemed not to have been
                  discharged; and

         5.4.4    nothing in this Clause 5.4 shall in any way negate or affect
                  the obligations which any Obligor may have under or in respect
                  of this Agreement or any other Facility Document to the
                  Finance Parties or any of them.


                                     - 30 -
<PAGE>   35


6.      UTILISATION OF THE FACILITY

6.1     UTILISATION OF ADVANCES AND LETTERS OF CREDIT
        Save as otherwise provided herein, an Advance will be made by the Banks
        to the Borrower or, as the case may be, a Letter of Credit will be
        issued by the Fronting Bank at the request of the Borrower if:

         6.1.1    by not later than 10.00 a.m. London time on a day which is not
                  more than ten nor less than three Business Days before the
                  proposed Utilisation Date (or by such later time and date
                  acceptable to the Agent), the Agent has received from the
                  Borrower a Notice of Drawdown therefor, receipt of which shall
                  oblige the Borrower to proceed with the Utilisation therein
                  requested on the date therein stated upon the terms and
                  subject to the conditions contained herein;

         6.1.2    the proposed Utilisation Date is a Business Day falling one
                  month or more before the Final Maturity Date;

         6.1.3    the proposed Utilisation Date is not less than five Business
                  Days after the Utilisation Date of any previous Utilisation
                  (PROVIDED THAT, subject to sub-clause 6.1.5 below the Borrower
                  shall be permitted to make more than one Utilisation on the
                  same day);

         6.1.4    subject to the provisions of this Agreement regarding
                  availability:

                  (a)      in respect of an Advance, the proposed amount of such
                           Advance (when aggregated with the amount of all other
                           Advances, if any, to be drawn by the Borrower on the
                           proposed Utilisation Date) is (x) a minimum amount of
                           EUR 2,500,000 and if greater, an integral multiple of
                           EUR 500,000 which is less than the amount of the
                           Available Facility as at the relevant Utilisation
                           Date and (assuming that there is no reduction or
                           cancellation of the Facility during the Term of such
                           Advance, save for a reduction scheduled to be made in
                           accordance with Clause 12.2 (Reduction)) as at the
                           last day of the proposed Term of such Advance or (y)
                           equal to the lesser of (1) the amount of the
                           Available Facility as at the relevant Utilisation
                           Date and (2) (assuming that there is no reduction or
                           cancellation of the Facility during the Term of such
                           Advance, save for a reduction scheduled to be made in
                           accordance with Clause 12.2 (Reduction)) the amount
                           of the Available Facility as at the last day of the
                           proposed Term of such Advance;

                  (b)      in respect of a Letter of Credit, the proposed Euro
                           Amount of such Letter of Credit (when aggregated with
                           the Euro Amount of all other Letters of Credit, if
                           any, to be issued on the proposed Utilisation Date)
                           (x) is a minimum amount of EUR2,500,000 and, if
                           greater, an integral multiple of EUR 500,000 and, (y)
                           when aggregated with the Letter of Credit
                           Outstandings at such time does not exceed EUR
                           10,000,000 and (z) is less than or equal to the
                           lesser of (1) the amount of the Available Facility as
                           at the relevant Utilisation Date and (2) (assuming
                           that there is

                                     - 31 -
<PAGE>   36
                           no reduction or cancellation of the Facility during
                           the proposed Term of such Letter of Credit, save for
                           a reduction scheduled to be made in accordance with
                           Clause 12.2 (Reduction)) the amount of the Available
                           Facility as at its Expiry Date; and

                  (c)      in respect of a Multikabel Acquisition Advance, in
                           addition to the conditions specified in paragraph (a)
                           above, the proposed amount of such Multikabel
                           Acquisition Advance when aggregated with the amount
                           of all other Multikabel Acquisition Advances
                           outstanding as at the proposed Utilisation Date does
                           not exceed EUR 372,550,000;

         6.1.5    there would not, immediately after such Utilisation, be more
                  than ten Advances and Letters of Credit outstanding hereunder;


         6.1.6

                  (a)      in respect of an Advance, the proposed Term of such
                           Advance is a period of one, two, three or six months
                           (or such other period as is agreed by the Banks)
                           ending no later than the Final Maturity Date; and

                  (b)      in respect of a Letter of Credit, its proposed Term
                           is a period of not more than thirty-six months (or
                           such other duration as the Banks may have previously
                           agreed in writing) ending no later than the Final
                           Maturity Date;

         6.1.7    on the proposed Utilisation Date either:

                  (a)      no Event of Default or Potential Event of Default has
                           occurred and is continuing; and

                  (b)      the Repeated Representations are true on and as of
                           the proposed Utilisation Date of such Advance or, as
                           the case may be, such Letter of Credit,

         or each of the Banks agrees (notwithstanding any matter mentioned in
         paragraphs (a) or (b) above) to participate in the making of such
         Advance or, as the case may be, in the issue of such Letter of Credit;
         and

         6.1.8    the Notice of Drawdown relating to the proposed Utilisation
                  certifies and demonstrates in form and substance satisfactory
                  to the Agent, pro forma compliance with the financial
                  covenants contained in Clause 22.1 (Total Leverage Ratio) and
                  Clause 22.2 (Net Senior Leverage Ratio) of this Agreement as
                  at the proposed Utilisation Date, any calculations made in
                  relation thereto to be based on the most recently prepared
                  financial statements delivered pursuant to Clause 21.1
                  (Financial Statements) but adjusted to take into account the
                  amount of the proposed Utilisation. For the purposes of this
                  Clause 6.1.8, and notwithstanding the provisions of Clause 22
                  (Financial Condition), each of the financial covenants
                  contained in Clause 22.1 (Total

                                     - 32 -
<PAGE>   37
                  Leverage Ratio) and Clause 22.2 (Net Senior Leverage Ratio)
                  shall be deemed to take effect as of the date hereof.

6.2     UTILISATION FOR ACQUISITIONS
        If the Borrower wishes to utilise any part of the Facility for any of
        the purposes described in sub-clause 3.1.3 of Clause 3.1 (Purpose of
        Facility) then:

        6.2.1   it shall only be entitled to deliver a Notice of Drawdown for
                such purposes if, in addition to satisfying the requirements of
                Clause 6.1 (Utilisation of Advances and Letters of Credit):

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

                (b)     where such proposed Acquisition is not of an Approved
                        Target, the Consideration for such Acquisition (whether
                        in a single transaction or Related Transactions) does
                        not exceed EUR 50,000,000 when aggregated with the
                        Consideration paid for all other such Acquisitions made
                        in accordance with this sub-clause 6.2.1(b) or, if such
                        aggregate amount exceeds EUR 50,000,000, then such
                        Acquisition has been approved by the Majority Banks; and

        6.2.2   it shall only be entitled to draw an Advance or Advances for
                such purposes if ten Business Days prior to a proposed
                Acquisition where the Consideration for such Acquisition exceeds
                EUR 20,000,000, the Borrower has delivered to the Agent (for and
                on behalf of the Banks):

                (a)     a certificate signed by the finance director of the
                        Holding Company certifying and demonstrating in form and
                        substance satisfactory to the Agent, pro forma
                        compliance with the financial covenants contained in
                        Clause 22 (Financial Condition) of this Agreement on the
                        date of the Acquisition and thereafter until the Final
                        Maturity Date (assuming for the purposes of this clause
                        6.2.2(a) that each of the financial covenants contained
                        in Clause 22 (Financial Condition) takes effect as of
                        the date hereof), through the provision of the pro forma
                        accounts and projections delivered pursuant to paragraph
                        (b);

                (b)     an updated pro forma business plan containing pro forma
                        accounts and projections for the Financial Group as
                        consolidated with the entity or business being acquired,
                        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
                        Acquisition. Such projections shall be certified by the
                        finance director of the Holding Company as having been
                        based on reasonable assumptions prepared on a consistent
                        basis to the projections delivered under sub-clause
                        21.1.3 of Clause 21.1 (Financial Statements) hereof and
                        shall be calculated from the actual historical
                        performance of the Financial Group and the entity or
                        business

                                     - 33 -
<PAGE>   38
                        being acquired, respectively, as indicated in their
                        latest available financial statements; and

                (c)     evidence satisfactory to the Agent that there is
                        sufficient liquidity available under the Working Capital
                        Facility (or from other identified sources) to fully
                        fund such business plan.

6.3     EACH BANK'S PARTICIPATION IN ADVANCES AND LETTERS OF CREDIT
        Save as otherwise provided herein, each Bank will participate through
        its Facility Office in each Advance made or Letter of Credit issued
        pursuant to Clause 6.1 (Utilisation of Advances and Letters of Credit)
        in the proportion borne by its Available Commitment to the Available
        Facility immediately prior to the making of that Advance or the issue of
        such Letter of Credit.

6.4     REDUCTION OF AVAILABLE COMMITMENT
        If a Bank's Commitment is reduced in accordance with the terms hereof
        after the Agent has received the Notice of Drawdown (but before the
        Utilisation Date) for an Advance or a Letter of Credit, and such
        reduction was not taken into account in the Available Facility then the
        amount of that Advance or Letter of Credit shall be reduced accordingly.

6.5     OVERDRAFT FACILITY

        6.5.1   Subject to sub-clause 6.5.2 the Overdraft Bank and the Borrower
                agree that no amendment shall be made to the terms of the
                Overdraft Letter unless such amendments have been agreed by an
                Instructing Group.

        6.5.2   The interest rate or guarantee commission which shall be applied
                to the loan outstandings and liabilities in respect of
                guarantees forming part of the Overdraft Amount pursuant to the
                Overdraft Letter shall be the Overdraft Bank's normal overdraft
                rate or normal guarantee commission respectively applicable to a
                facility and obligor comparable with the Overdraft Facility and
                the Borrower from time to time.

        6.5.3   The Overdraft Bank shall not, without the prior written consent
                of an Instructing Group, terminate or make demand under the
                Overdraft Facility or call for cash collateral in respect of
                guarantees issued by it thereunder at any time before the Final
                Maturity Date and in any event no such termination or demand may
                be made prior to an Event of Default.

        6.5.4   Subject to sub-clause 6.5.3, if the Overdraft Facility is, with
                the prior written consent of an Instructing Group, terminated or
                demanded prior to the Final Maturity Date, the Overdraft Amount
                at such time (including for the avoidance of doubt, an amount
                equal to the unmatured contingent liabilities of the Overdraft
                Bank in respect of guarantees issued by it thereunder) shall be
                converted to form part of the Facility in accordance with the
                provisions set out in sub-clause 6.5.5.

                                     - 34 -
<PAGE>   39
        6.5.5   Upon termination or demand of the Overdraft Facility:


                (a)     the Overdraft Amount at such time (including, for the
                        avoidance of doubt, an amount equal to the unmatured
                        contingent liabilities of the Overdraft Bank in respect
                        of guarantees issued by it thereunder) shall become part
                        of the Loan and shall be added to each Advance then
                        outstanding hereunder pro rata;

                (b)     each Bank's participation in each Advance shall be
                        adjusted to ensure that each Bank participates in each
                        Advance in the proportion which its Commitment bears to
                        the aggregate amount of the Commitments of all the Banks
                        and for these purposes the amount of the Overdraft
                        Commitment of the Overdraft Bank shall be converted into
                        Commitment under the Facility, and the Overdraft Bank
                        shall have a Commitment as a Bank hereunder and be
                        considered a Bank for the purposes of the Facility
                        Documents (its Overdraft Commitment being simultaneously
                        reduced to zero); and

                (c)     such accession agreement as is necessary to give effect
                        to this sub-clause 6.5.5 shall be entered into by the
                        parties hereto and the Agent shall, in consultation with
                        the Borrower, be entitled to agree such other amendments
                        to the Facility Documents as may be necessary to give
                        effect to the provisions set out in this sub-clause
                        6.5.5 or to ensure that the conversion takes place in an
                        administratively convenient manner.

        6.5.6   The Overdraft Bank shall, from time to time, immediately upon
                the request of the Agent, notify the Agent of the Overdraft
                Amount.

        6.5.7   Any part of the Facility arising by way of the conversion from
                any amount equal to the unmatured contingent liabilities of the
                Overdraft Bank in respect of guarantees issued by it under the
                Overdraft Facility in accordance with sub-clauses 6.5.4 or 6.5.5
                shall be made available by way of the cash collateralisation in
                favour of the Overdraft Bank of its unmatured contingent
                liabilities under such guarantee.

        6.6     REDEMPTION CONDITIONS The Borrower and the Holding Company agree
                that if the Borrower wishes to utilise any part of the Facility
                (the amount of any such utilisation being a "REDEMPTION
                UTILISATION") to finance distributions to the Holding Company in
                order to purchase Senior Notes then it shall only be entitled to
                do so if:

        6.6.1   the Redemption Utilisation is to finance a purchase of Senior
                Notes which takes place after 31 December 2001;

        6.6.2   the amount of such Redemption Utilisation, when aggregated with
                the total amount of all other Redemption Utilisations in any
                financial year does not exceed EUR35,000,000;

                                     - 35 -
<PAGE>   40

        6.6.3   on the Utilisation Date of the Redemption Utilisation the
                Borrower pays an amount equal to 0.5% of the amount of the
                Redemption Utilisation to the Agent for distribution to the
                Banks pro rata;

        6.6.4   the Borrower prepays an amount of the Facility in accordance
                with Clause 14.4 (Purchase of Senior Notes); and

        6.6.5   not less than three Business Days prior to the Utilisation Date
                of the Redemption Utilisation the Borrower has delivered to the
                Agent a certificate signed by the finance director of the
                Borrower certifying and demonstrating in form and substance
                satisfactory to the Agent that the Borrower will be able to
                comply with its obligations under Clause 12 (Repayment and
                Reduction) notwithstanding the Redemption Utilisation and the
                purchase of the Senior Notes.

7.      ISSUE OF LETTERS OF CREDIT

7.1     INFORMATION
        Each Notice of Drawdown in respect of a Letter of Credit shall, in
        addition to the information required pursuant to Clause 6.1 (Utilisation
        of Advances and Letters of Credit), specify the name and address of the
        recipient to which the relevant Letter of Credit should be delivered and
        shall have the proposed form of the Letter of Credit attached to it.

7.2     AUTHORITY TO ISSUE
        Subject to the provisions hereof, the Fronting Bank shall issue a Letter
        of Credit denominated in euros or dollars (as applicable) on the
        relevant Utilisation Date if:

        7.2.1   the identity of the recipient has been agreed by the Agent and
                the Fronting Bank (which may withhold its agreement if as a
                matter of bank policy the Fronting Bank does not enter into
                contractual relations with such recipient); and

        7.2.2   the form of the Letter of Credit has (if different from that set
                out in Part A or Part B of Schedule 11 (Forms of Letter of
                Credit and Guarantee) (as the case may be)) been agreed between
                the Borrower, an Instructing Group and the Fronting Bank by no
                later than two Business Days before delivery of the Notice of
                Drawdown.

 7.3    RESTRICTIONS ON PARTICIPATION IN LETTERS OF CREDIT
        If the issue of a proposed Letter of Credit to the proposed recipient is
        prohibited under any law, statute, regulation, order or decree to which
        a Bank or the Fronting Bank is subject or pursuant to any request from
        or requirement of any central bank or other fiscal, monetary or other
        authority to which a Bank or the Fronting Bank is subject, that Bank or,
        as the case may be, the Fronting Bank shall notify the Agent thereof by
        no later than the Utilisation Date and:

                                     - 36 -
<PAGE>   41

7.3.1   in respect of a Bank:

        (a)     that Bank shall not be obliged to participate in such Letter of
                Credit;

        (b)     the maximum actual and contingent liabilities of the Fronting
                Bank under such Letter of Credit shall be reduced by an amount
                equal to what would have been the amount of such Bank's L/C
                Proportion of the Letter of Credit Outstanding of such Letter of
                Credit if such prohibition in respect of such Bank had not
                occurred; and

        (c)     such Bank shall (subject to the other provisions of this
                Agreement) be required to make an Advance to the Borrower in
                euro in an amount equal to the Original Euro Amount of what
                would have been the amount of such Bank's L/C Proportion of the
                Letter of Credit Outstanding of such Letter of Credit if such
                prohibition had not occurred and with an equivalent Term to the
                Term of such Letter of Credit (and any such Advance shall not be
                taken into account for the purpose of the limit set out in
                sub-clause 6.1.5 of Clause 6.1 (Utilisation of Advances and
                Letters of Credit); and

        7.3.2   in respect of the Fronting Bank, the Fronting Bank shall not be
                obliged to and shall not issue such proposed Letter of Credit.

7.4     COMPLETION OF LETTERS OF CREDIT
        The Fronting Bank is hereby irrevocably authorised to issue any Letter
        of Credit to be issued by it pursuant to Clause 7.2 (Authority to Issue)
        by:

        7.4.1   completing the issue date, the Expiry Date and all other
                relevant details of such Letter of Credit; and

        7.4.2   executing and delivering such Letter of Credit to the Borrower
                or, if the Borrower has so requested, to the relevant recipient
                (at the address specified by the Borrower) on the Utilisation
                Date.

8.      LIABILITIES UNDER LETTERS OF CREDIT

8.1     DEMANDS UNDER LETTERS OF CREDIT
        If, at any time, a demand for payment (the amount so demanded being
        herein referred to as the "AMOUNT DEMANDED") is made under a Letter of
        Credit the Fronting Bank shall promptly notify the Agent thereof and the
        Agent shall (upon such notification) notify the Borrower of such demand
        (with a copy to each Bank) and make demand of the Borrower for an amount
        equal to the Amount Demanded.

8.2     PAYMENT BY THE BORROWER
        The Borrower shall, immediately upon receipt by it of a demand made on
        it by the Agent under this Clause 8 and in any event no later than 11.00
        a.m. on the first Business Day following receipt of the demand, pay to
        the Agent the Amount Demanded, such payment to be for the account of the
        Fronting Bank or, following payment by the Banks under Clause 8.3
        (Payment by the Banks), the Banks.

                                     - 37 -
<PAGE>   42
8.3     PAYMENT BY THE BANKS

        If the Agent has not received the Amount Demanded in full from the
        Borrower in accordance with Clause 8.2 (Payment by the Borrower):

        8.3.1   the Agent shall make a written demand of each Bank for payment
                to the Agent, on the date which is two Business Days after the
                date of such demand, of an amount equal to each such Bank's L/C
                Proportion of the Amount Demanded; and

        8.3.2   each Bank shall, no later than 11.00 a.m. on the date two
                Business Days after the date of demand under sub-clause 8.3.1,
                pay to the Agent the amount so demanded of such Bank.

8.4     PAYMENT BY THE AGENT
        The Agent shall pay amounts received by it pursuant to Clause 8.2
        (Payment by the Borrower) or Clause 8.3 (Payment by the Banks) to the
        Fronting Bank promptly upon receipt thereof and shall promptly inform
        the Banks of any such payments made pursuant to Clause 8.2 (Payment by
        the Borrower) or Clause 8.3 (Payment by the Banks).

8.5     BANKS' INDEMNITY TO FRONTING BANK
        Each Bank hereby (on a several basis) irrevocably and unconditionally
        agrees to indemnify and keep indemnified the Fronting Bank on demand
        against each and every sum paid or payable by the Fronting Bank to any
        beneficiary of a Letter of Credit issued by the Fronting Bank and also
        undertakes to indemnify and hold harmless the Fronting Bank on demand
        from and against all actions, proceedings, liabilities, costs (including
        without limitation, any costs incurred in funding any amount which falls
        due from the Fronting Bank under any Letter of Credit (and from the
        Banks hereunder)) claims, losses, damages and reasonable expenses which
        the Fronting Bank may at any time incur or sustain in connection with or
        arising out of the issue of any Letter of Credit by it other than those
        incurred or sustained as a result of the gross negligence or wilful
        misconduct of the Fronting Bank PROVIDED THAT the amount of each Bank's
        liability in respect of any amount demanded under this Clause 8.5 in
        respect of a Letter of Credit issued by a Fronting Bank shall be limited
        to each such Bank's L/C Proportion.

8.6     BORROWER'S INDEMNITY TO BANKS
        The Borrower hereby irrevocably and unconditionally agrees to indemnify
        and keep indemnified the Agent, each Bank and the Fronting Bank against
        each and every sum paid or payable by the Agent, any such Bank or the
        Fronting Bank under or in connection with any Letter of Credit requested
        by the Borrower and also undertakes to indemnify and hold harmless the
        Agent, each Bank and the Fronting Bank on demand from and against all
        actions, proceedings, liabilities, costs (including, without limitation,
        any costs incurred in funding any amount which falls due from the Agent,
        any Bank or the Fronting Bank under any Letter of Credit or in
        connection with any such Letter of Credit), claims, losses, damages and
        expenses which the Agent, any Bank or the Fronting Bank may at any time
        incur or sustain in connection with or

                                     - 38 -
<PAGE>   43
        arising out of any such Letter of Credit and any costs incurred by the
        Agent, a Bank or the Fronting Bank in funding an Amount Demanded or a
        Banks' L/C Proportion thereof, as the case may be, prior to
        reimbursement.

8.7     RIGHT TO MAKE PAYMENTS UNDER LETTERS OF CREDIT
        Each Bank and the Fronting Bank shall be entitled to make any payment
        under or in respect of any Letter of Credit for which a demand has been
        made without any reference to or further authority from the Borrower or
        any other investigation or enquiry, need not concern itself with the
        propriety of any demand made or purported to be made under and in the
        manner required by the terms of any such Letter of Credit and shall be
        entitled to assume that any person expressed in any Letter of Credit or
        in any notice served pursuant to any such Letter of Credit to be
        entitled to make demands is so entitled and that any individual
        purporting to sign any such demand or notice on behalf of such person is
        duly authorised to do so; accordingly, it shall not be a defence to any
        demand made of the Borrower nor shall the obligations of the Borrower
        hereunder be impaired by the fact (if it be the case), that any Bank or
        the Fronting Bank was or might have been justified in refusing payment,
        in whole or in part, of the amounts demanded under the Letter of Credit
        or this Clause 8 (unless, through its gross negligence or wilful
        default, the Fronting Bank does not pay to or at the direction of the
        person who on the face of the Letter of Credit is the beneficiary
        thereof).

8.8     PRESERVATION OF FRONTING BANK RIGHTS
        Neither the several obligations of each Bank to the Fronting Bank
        hereunder nor the rights, powers and remedies conferred on the Fronting
        Bank by this Agreement or by law shall be discharged, lessened or
        impaired by any act, omission or circumstance whatsoever which, but for
        this provision, might operate to release or exonerate such Bank from all
        or part of such obligations or in any other way discharge, lessen or
        impair the same.

8.9     SETTLEMENT CONDITIONAL
        The several obligations of each Bank hereunder shall be in addition to,
        and shall not be in any way affected or prejudiced by, any guarantee,
        collateral or other security now or hereafter held by or on behalf of
        the Fronting Bank. The several obligations of each Bank hereunder to the
        Fronting Bank shall remain in full force notwithstanding the discharge
        of all sums payable hereunder or the release of any security held
        therefor if such discharge or release shall have been given or made in
        reliance on any assurance, payment or security which is avoided under
        any statute relating to winding-up, administration, insolvency or any
        kind of moratorium of debts or is otherwise avoided in any manner
        whatsoever and any discharge or release shall be conditional upon no
        assurance, security or payment being so avoided. If any such assurance,
        security or payment shall be so avoided or reduced, the Fronting Bank
        shall be entitled to recover hereunder as if no such discharge or
        release had been made.

8.10    PRESERVATION OF BANK AND FRONTING BANK RIGHTS
        Neither the obligations of the Borrower to the Banks and the Fronting
        Bank hereunder nor the rights, powers and remedies conferred on the
        Fronting Bank or any Bank by

                                     - 39 -
<PAGE>   44
        this Agreement or by law shall be discharged, lessened or impaired by
        any act, omission or circumstance whatsoever which, but for this
        provision, might operate to release or exonerate the Borrower from all
        or part of each obligation or in any other way discharge, lessen or
        impair the same. The obligations of the Borrower hereunder shall be in
        addition to, and shall not be in any way affected or prejudiced by, any
        guarantee, collateral or other security now or hereafter held by the
        Banks or the Fronting Bank.

8.11    SETTLEMENT CONDITIONAL
        The obligations of the Borrower hereunder to the Banks and the Fronting
        Bank shall remain in full force notwithstanding the discharge of all
        sums payable hereunder or the release of any security held therefor if
        such discharge or release shall have been given or made in reliance on
        any assurance, payment or security which is avoided under any statute
        relating to winding-up, administration, insolvency or any kind of
        moratorium of debts or is otherwise avoided in any manner whatsoever and
        any discharge or release shall be conditional upon no assurance,
        security or payment being so avoided. If any such assurance, security or
        payment shall be so avoided or reduced, the Banks and the Fronting Bank,
        as the case may be, shall be entitled to recover hereunder as if no such
        discharge or release had been made.

8.12    CERTIFICATE
        A certificate of any Bank or the Fronting Bank as to the amount paid out
        by the Bank or the Fronting Bank in respect of any Letter of Credit
        shall, save for manifest error, be conclusive and binding upon the
        Borrower and the Banks for the purpose of this Agreement and prima facie
        evidence of the payment of such amounts in any legal action or
        proceedings arising in connection herewith.

8.13    REVALUATION OF OUTSTANDINGS
        On each L/C Valuation Date, the Agent shall calculate the amount of the
        Letter of Credit Outstandings (having regard to changes in the Euro
        Amounts of the Letters of Credit which may arise as a result of currency
        fluctuations) and the Agent shall notify the Borrower of the amount, if
        any (the "EXCESS AMOUNT") by which the Letter of Credit Outstandings
        when aggregated with the Loan exceed the aggregate Commitments of the
        Banks and the Borrower shall:

        8.13.1  procure that the Fronting Bank's obligations under any Letters
                of Credit are reduced by an amount no less than the Excess
                Amount; or

        8.13.2  secure such Excess Amount by providing Cash Collateral in an
                amount no less than the Excess Amount.

9.      LETTER OF CREDIT COMMISSION AND FRONTING BANK FEE

9.1     LETTER OF CREDIT COMMISSION
        The Borrower shall, in respect of each Letter of Credit issued at its
        request, pay to the Agent for the account of each Bank (for distribution
        in proportion to each Bank's L/C Proportion of such Letter of Credit), a
        letter of credit commission ("LETTER OF CREDIT COMMISSION") in the
        currency in which the relevant Letter of Credit is denominated at

                                     - 40 -
<PAGE>   45
        the L/C Commission Rate on the maximum actual and contingent liabilities
        of the Fronting Bank under the relevant Letter of Credit. Such Letter of
        Credit Commission shall accrue during the period beginning on the date
        of issue of the relevant Letter of Credit and ending on its Expiry Date
        and shall be paid in arrear on each date on which commitment commission
        is payable pursuant to Clause 30.1 (Commitment Commission) during such
        period and on the Expiry Date of such Letter of Credit.

9.2     FRONTING BANK FEE
        The Borrower shall, in respect of each Letter of Credit, pay to the
        Fronting Bank the fees specified in the letter of even date herewith
        from the Fronting Bank to the Borrower at the times, and in the amounts
        specified in such letter.

10.     INTEREST

10.1    PAYMENT OF INTEREST
        On each Interest Payment Date relating to each Advance, the Borrower
        agrees to pay accrued interest on such Advance.

10.2    CALCULATION OF INTEREST
        The rate of interest applicable to each Advance from time to time during
        its Term shall be the rate per annum which is the sum of the Margin, the
        Mandatory Costs Rate in respect thereof at such time and EURIBOR on the
        Quotation Date therefor.

10.3    MARGIN
        The Margin applicable to each Advance during its Term shall be the rate
        per annum indicated in the table below opposite the ratio of Total Debt
        to Annualised EBITDA, as determined on the Quotation Date for such Term,
        by reference to the financial performance of the Financial Group during
        the most recent Quarterly Period for which financial statements have
        been provided in accordance with sub-clause 21.1.2 of Clause 21.1
        (Financial Statements) save that for the period from the Closing Date
        until the date falling twelve months thereafter the Margin shall be 2.5%
        per annum:

<TABLE>
<CAPTION>
        TOTAL DEBT TO                                                  MARGIN
        ANNUALISED EBITDA RATIO
<S>                                                                   <C>
        greater than or equal to 7.50 : 1.00                           2.25%

        less than 7.50 : 1.00
        but greater than or equal to 7.00 : 1.00                       2.00%

        less than 7.00 : 1.00
        but greater than or equal to 6.00 : 1.00                       1.50%

        less than 6.00 : 1.00
        but greater than or equal to 5.00 : 1.00                       1.25%

        less than 5.00 : 1.00                                          1.00%
        but greater than or equal to 4.00 : 1.00
</TABLE>

                                     - 41 -
<PAGE>   46

<TABLE>
<CAPTION>

<S>                                                                    <C>
        less than 4.00 : 1.00                                          0.75%
        but greater than or equal to 3.00 : 1.00

        less than 3.00 : 1.00                                          0.50%
</TABLE>

        PROVIDED ALWAYS that after the date which falls twelve months after the
        Closing Date (a) no reduction in the Margin shall occur at any time
        while a Potential Event of Default has occurred and is continuing and
        (b) upon the occurrence of an Event of Default and for so long as such
        Event of Default is continuing the Margin shall revert to 2.25% per
        annum and PROVIDED FURTHER THAT any suspension of the reduction in the
        Margin or, as the case may be, any increase in the Margin to 2.25% shall
        be in effect for as long as such Potential Event of Default or Event of
        Default, as applicable, is continuing.

11.     MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES

        If, in relation to any Advance:

        11.1.1  EURIBOR is to be determined by reference to Reference Banks and
                the Agent determines that at or about 11.00 a.m., London time,
                on the Quotation Date for the Term in respect of such Advance
                none or only one of the Reference Banks was offering to leading
                banks in the London interbank market deposits in euros for the
                proposed duration of such Term; or

        11.1.2  before the close of business in London on the Quotation Date for
                the Term in respect of any Advance the Agent has been notified
                by a Bank or each of a group of Banks to which in aggregate
                fifty per cent. or more of the Loan is (or, if an Advance were
                then made, would be) owed that EURIBOR does not accurately
                reflect the cost to it of funding its participation in such
                Advance; or

        11.1.3  by reason of circumstances affecting the European interbank
                market during any period of three consecutive Business Days,
                EURIBOR is not available for euro to prime banks in the European
                interbank market,

        then, notwithstanding the provisions of Clause 10 (Interest):

        (a)     the Agent shall notify the Borrower and the Banks of such event;

        (b)     if the Advance concerned is not a Rollover Advance, such Advance
                shall not be made;

        (c)     if the Advance concerned is a Rollover Advance, the duration of
                the Term in respect of the Advance shall be one month;

        (d)     if the Advance concerned is a Rollover Advance, the rate of
                interest applicable to such Advance from time to time during the
                Term in respect of such Advance shall be the rate per annum
                which is the sum of the Margin, the Mandatory Costs Rate in
                respect thereof and the rate per annum determined by the Agent
                to be the arithmetic mean (rounded upwards, if not already such



                                     - 42 -
<PAGE>   47

                a multiple, to the nearest whole multiple of one-sixteenth of
                one per cent.) of the rates notified by each Bank to the Agent
                before the last day of such Term to be those which express as a
                percentage rate per annum the cost to each Bank of funding from
                whatever sources it may reasonably select its portion of such
                Advance during such Term; and

(e)             if the Agent or the Borrower so requires, within five days of
                notification by the Agent pursuant to paragraph (a) the Agent
                and the Borrower shall enter into negotiations with a view to
                agreeing a substitute basis for determining the rates of
                interest which may be applicable to Advances in the future
                and/or the terms upon which any Advance shall be maintained in
                the future (whether in euros or another currency) and any such
                substitute basis that is agreed shall take effect in
                accordance with its terms and be binding on each party hereto
                PROVIDED THAT the Agent may not agree any such substitute
                basis without the prior consent of each Bank.

12.     REPAYMENT AND REDUCTION

12.1    REPAYMENT
        The Borrower shall repay each Advance made to it in full on the last day
        of the Term relating thereto. The Borrower shall not repay all or any
        part of any Advance outstanding hereunder except at the times and in the
        manner expressly provided herein but, subject to the terms and
        conditions hereof, shall be entitled to reborrow any Advance or part
        thereof repaid. The Facility shall be repaid in full on the Final
        Maturity Date.

12.2    REDUCTION

        12.2.1  The amount of the Facility shall be reduced in accordance with
                the reduction schedule set out in Schedule 12 (Facility
                Reduction Schedule) so that on each of the Reduction Dates
                specified therein (or if such date is not a Business Day, on the
                next succeeding Business Day) the Facility Amount on such date
                shall be reduced by an amount equal to the amount obtained by
                multiplying the Facility Amount on the Closing Date by the
                percentage set opposite such Reduction Date.

        12.2.2  If the Borrower cancels the whole or any part of the Commitments
                in accordance with Clause 13.1 (Cancellation) or if the
                Commitment of any Bank is reduced pursuant to Clause 14.4
                (Application of Reduction) or Clause 18 (Illegality), then the
                amount of the reduction to be made on each Reduction Date
                thereafter will reduce pro rata by the amount so cancelled.

12.3    APPLICATION OF REDUCTION
        Reduction of the Facility shall be made as follows:

        12.3.1  the amount by which the Facility Amount is to be reduced in
                 accordance with Clause 12.2 (Reduction) shall be cancelled and
                 such cancellation shall reduce the Available Commitment and the
                 Commitment of each Bank ratably;


                                     - 43 -
<PAGE>   48

        12.3.2  if as a result of such cancellation the aggregate of the amount
                of the Loan and Letter of Credit Outstandings would exceed the
                Facility Amount (as reduced by such cancellation) (the amount of
                such excess being the "EXCESS AMOUNT") then the Borrower shall,
                subject to the provisions of Clause 25.4 (Break Costs), repay an
                amount of the Loan equal to such Excess Amount by repaying one
                or more Advances (or part thereof) as appropriate (which may not
                be reborrowed at any time thereafter) on such Reduction Date
                PROVIDED THAT if such Excess Amount exceeds the total amount of
                all Advances outstanding hereunder, the Borrower shall provide
                Cash Collateral to the Banks in relation to that proportion of
                Letter of Credit Outstandings necessary to ensure that the
                Letter of Credit Outstandings do not exceed the Facility Amount;
                and

        12.3.3  if Advances are required to be repaid pursuant to sub-clause
                12.3.2, the first Advances to be repaid shall be Multikabel
                Acquisition Advances.

13.     CANCELLATION AND VOLUNTARY PREPAYMENT

13.1    CANCELLATION
        The Borrower may, by giving to the Agent not less than fifteen days'
        prior written notice to that effect, cancel the whole or any part (being
        an amount of EUR 2,500,000 or any larger sum which is an integral
        multiple of EUR 250,000) of the Available Facility without premium or
        penalty. Any such cancellation shall reduce the Available Commitment and
        the Commitment of each Bank rateably. Any amounts so cancelled may not
        be reinstated.

13.2    PREPAYMENT
        The Borrower may, if it has given to the Agent not less than fifteen
        days' prior written notice to that effect, prepay the whole or any part
        (being an amount of EUR 2,500,000 or any larger sum which is an integral
        multiple of EUR 250,000) of an Advance, without premium or penalty save
        that the Borrower may not voluntarily prepay any Advance which is not a
        Multikabel Acquisition Advance until all the Multikabel Acquisition
        Advances have been repaid in full. Subject to the terms and conditions
        hereof, the Borrower shall be entitled to reborrow any Advance or part
        thereof prepaid in accordance with this Clause 13.2.

13.3    NOTICE
        Any notice of cancellation or prepayment given by the Borrower pursuant
        to Clause 13.1 (Cancellation) or Clause 13.2 (Prepayment) shall be
        irrevocable, shall specify the date upon which such cancellation or
        prepayment is to be made and the amount of such cancellation or
        prepayment and, in the case of a notice of prepayment, shall oblige the
        Borrower to make such prepayment on such date.

13.4    NOTICE OF REMOVAL OF A BANK OR FRONTING BANK
        If:

        13.4.1  any sum payable to any Bank or the Fronting Bank by an Obligor
                is required to be increased pursuant to Clause 15.1 (Tax
                Gross-Up); or


                                     - 44 -
<PAGE>   49

        13.4.2  any Bank or the Fronting Bank claims indemnification from the
                Borrower under Clause 15.2 (Tax Indemnity) or Clause 17.1
                (Increased Costs)

        the Borrower may, whilst such circumstance continues, give the Agent at
        least fifteen Business Days' notice (which notice shall be irrevocable)
        of its intention (a) if such circumstance relates to a Bank to cancel,
        repay and/or provide Cash Collateral in respect of the Commitment of
        such Bank or (b) if such circumstance relates to the Fronting Bank, to
        procure the cancellation of or provide Cash Collateral in respect of the
        Fronting Bank's Letters of Credit.

13.5    REMOVAL OF A BANK OR FRONTING BANK
        On the day the notice referred to in Clause 13.4 (Notice of Removal of a
        Bank or the Fronting Bank) expires:

        13.5.1  (if such circumstance relates to a Bank) the Borrower shall
                repay such Bank's portion of the Advances and shall procure
                either that such Bank's L/C Proportion of each relevant Letter
                of Credit be reduced to zero (by reduction of the amount of such
                Letter of Credit in an amount represented by such Bank's L/C
                Proportion) or that Cash Collateral be provided in an amount
                equal to such Bank's L/C Proportion of such Letter of Credit);
                and

        13.5.2  (if such circumstance relates to the Fronting Bank) the Borrower
                shall procure that the Fronting Bank's liability under each
                Letter of Credit issued by it shall either be reduced to zero or
                otherwise secured (to the satisfaction of the Fronting Bank
                acting reasonably) by the Borrower providing Cash Collateral in
                an amount equal to the Fronting Bank's maximum actual and
                contingent liabilities under each such Letters of Credit.

13.6    NO OTHER REPAYMENTS
        The Borrower shall not repay all or any part of any Advance except at
        the times and in the manner expressly provided for in this Agreement.

14.     MANDATORY PREPAYMENT

14.1    EXCESS CASH FLOW
        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 50% of such Excess Cash Flow shall, upon
        such notification, be applied in prepayment and cancellation of the
        Facility in accordance with Clause 14.5 (Application of Reduction),
        PROVIDED THAT if, in respect of any financial year, the ratio of Net
        Senior 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.

                                     - 45 -
<PAGE>   50

14.2    DISPOSALS

        An amount equal to:

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

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

        shall, on the first Business Day falling 180 days after receipt thereof,
        be applied in prepayment and cancellation of the Facility in accordance
        with Clause 14.5 (Application of Reduction) unless such amounts are
        reinvested in the Group or used to fund (in whole or in part) an
        Acquisition within one hundred and eighty (180) days of the receipt
        thereof.

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

14.3    WORKING CAPITAL FACILITY
        An amount equal to the amount of any Forced Drawing under the Working
        Capital Facility shall, promptly upon receipt by the Borrower of such
        amount, be applied in prepayment and cancellation of the Facility in
        accordance with Clause 14.5 (Application of Reduction).

        The Borrower shall notify the Agent promptly upon receipt of any such
        amount.



14.4    PURCHASE OF SENIOR NOTES
        An amount equal to two times the amount of any Redemption Utilisation
        shall, on the Utilisation Date of such Redemption Utilisation, be
        applied in prepayment and cancellation of the Facility in accordance
        with Clause 14.5 (Application of Reduction).

14.5    APPLICATION OF REDUCTION
        Any amount to be applied in payment and cancellation of the Facility
        pursuant to Clause 14.1 (Excess Cash Flow), Clause 14.2 (Disposals),
        Clause 14.3 (Working Capital Facility) or Clause 14.4 (Purchase of
        Senior Notes) a "REDUCTION AMOUNT") shall be applied as follows:

        14.5.1  the Borrower shall repay an amount of the Loan equal to such
                Reduction Amount by repaying the whole or part of an Advance
                (which may not be reborrowed at any time thereafter) on the
                first Interest Payment Date following the date on which such
                Reduction Amount falls to be applied. If the Reduction Amount
                exceeds the amount of the Advance to which such Interest Payment
                Date relates, the Borrower shall repay Advances (which may not
                be reborrowed at any time thereafter) on each succeeding
                Interest Payment Date until the full amount has been prepaid;

                                     - 46 -
<PAGE>   51
        14.5.2  if, on the date on which such Reduction Amount falls to be
                applied, such Reduction Amount together with any other Reduction
                Amount then applicable, exceeds the total amount of all Advances
                outstanding hereunder at such time, an amount of the Available
                Facility and an amount of the Facility Amount, in each case
                equal to such excess, shall be cancelled and such cancellation
                shall reduce the Available Commitment and the Commitment of each
                Bank rateably and shall be applied pro rata against each
                reduction of the Facility to be made on the Reduction Dates
                falling thereafter;

        14.5.3  if (following the application of sub-clauses 14.4.1 and 14.4.2
                above) on the date on which such Reduction Amount falls to be
                applied, such Reduction Amount together with any other Reduction
                Amount then applicable, exceeds the aggregate of the total
                amount of all Advances outstanding hereunder at such time and
                the amount of the Available Facility at such time, the Borrower
                shall provide Cash Collateral in relation to that proportion of
                Letter of Credit Outstandings equal to such excess; and

        14.5.4  if Advances are required to be repaid pursuant to sub-clause
                14.4.1, the first Advances to be repaid shall be Multikabel
                Acquisition Advances.

14.6    CHARGED ACCOUNT

        14.6.1  All amounts falling within paragraphs (a) or (b) of Clause 14.2
                (Disposals) shall be paid into the Charged Account pending any
                withdrawal for application as permitted in Clause 14.2
                (Disposals).

        14.6.2  Subject in the case of Clause 14.2 (Disposals) to the provisions
                of sub-clause 14.5.1 above, amounts to be prepaid in accordance
                with Clauses 14.1 (Excess Cash Flow), 14.2 (Disposals), Clause
                14.3 (Working Capital Facility) or Clause 14.4 (Purchase of
                Senior Notes), shall be paid into the Charged Account for
                application in accordance with Clause 14.5 (Application of
                Reduction).

15.     TAXES

15.1    TAX GROSS-UP
        All payments to be made by any 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 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.

                                     - 47 -
<PAGE>   52

15.2    TAX INDEMNITY
        Without prejudice to Clause 15.1 (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 15.2 shall not apply to:

        15.2.1  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

        15.2.2  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.

16.     TAX RECEIPTS

16.1    NOTIFICATION OF REQUIREMENT TO DEDUCT TAX
        If, at any time, any 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.

16.2    EVIDENCE OF PAYMENT OF TAX
        If any 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 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.

16.3    TAX CREDIT PAYMENT
        If any Obligor makes a payment under Clause 15 (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

                                     - 48 -
<PAGE>   53
        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.

16.4     TAX CREDIT CLAWBACK
        If any Finance Party makes any payment to an Obligor pursuant to Clause
        16.3 (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.

17.      INCREASED COSTS

17.1     INCREASED COSTS
        Subject to Clause 17.4 (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:

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

        17.1.2  an additional or increased cost; or

        17.1.3  a reduction of any amount due and payable under any Finance
                Document,

        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.



                                     - 49 -
<PAGE>   54

17.2     NOTIFICATION
         A Finance Party intending to make a claim pursuant to Clause 17.1
         (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.

17.3     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 17.1 (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.

17.4     EXCLUSIONS
         Notwithstanding Clause 17.1 (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:

         17.4.1   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;

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

         17.4.3   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

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

18.      ILLEGALITY
         If, at any time, it is unlawful for a Bank or the Fronting Bank to
         make, fund, issue, participate in or allow to remain outstanding all or
         any of the Advances or Letters of Credit, then that Bank or the
         Fronting 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 19
         (Mitigation):


                                      -50-
<PAGE>   55
18.1.1   such Bank or the Fronting Bank shall not thereafter be
         obliged to make Advances or issue or participate in Letters of Credit
         hereunder and the amount of its Available Commitment shall be
         immediately reduced to zero; and

18.1.2   if the Agent on behalf of such Bank or the Fronting
         Bank so requires, the Borrower shall on the latest date as is, in the
         Bank's or the Fronting Bank's sole opinion, the latest date permitted
         by law or, if such date cannot be ascertained by the Bank or the
         Fronting Bank, upon such date as the Agent shall have reasonably
         specified on the instructions of such Bank or the Fronting Bank:

         (a)      repay such Bank's share of any outstanding Advances together
                  with accrued interest thereon and all other amounts owing to
                  such Bank hereunder; and

         (b)      procure that the liabilities of such Bank or the Fronting Bank
                  in respect of all the Letter of Credit Outstandings are
                  promptly reduced to zero or otherwise secured by providing
                  Cash Collateral acceptable to such Bank or the Fronting Bank
                  in respect thereof.

19.      MITIGATION

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

         19.1.1   the reduction of its Available Commitment to zero pursuant to
                  sub-clause 18.1.1 of Clause 18 (Illegality); or

         19.1.2   a requirement to make an additional payment under Clause 15.1
                  (Tax Gross-up) or a claim for indemnification pursuant to
                  Clause 15.2 (Indemnification) or Clause 17 (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 19.1.1 and 19.1.2 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.

20.      REPRESENTATIONS

20.1     The Holding Company and each Obligor party hereto acknowledges
         that each Finance Party has entered into this Agreement and
         participated in the Facility (which is or will be syndicated
         on an international basis) in full reliance on the
         representations in this Clause 20 which are made and given
         without prejudice to the applicability of the


                                      -51-
<PAGE>   56
         General Business Conditions of Chase Manhattan Bank AG referred to in
         Clause 47.2 (Overdraft Facility).

20.2     REPRESENTATIONS
         The Holding Company and each Obligor represents that:

         20.2.1   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;

         20.2.2   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;

         20.2.3   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;

         20.2.4   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;

         20.2.5   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 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

                  (b)      the 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 Security
                           Documents;

         20.2.6   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;

         20.2.7   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


                                      -52-
<PAGE>   57
         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;

         20.2.8   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;

         20.2.9   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 of the Share Pledges and any mortgages
                  and (ii) the notarisation of the instruments constituting the
                  Target Security, the Initial Dutch Share Pledge, the PrimaCom
                  Management Second Dutch Share Pledge and the PrimaCom
                  Netherlands Account and Inter-Company Loan Pledge in the
                  Netherlands;

         20.2.10  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

         20.2.11  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.

20.3     FURTHER REPRESENTATIONS The Holding Company (with respect to itself and
         each member of the Group) and the Borrower with respect to itself and
         each of its subsidiaries only) further represent (in the case of
         sub-clauses 20.3.4, 20.3.5 and 20.3.6 (in each case insofar as they
         relate to the Original Financial Statements referred to in paragraph
         (b) of the definition thereof) and sub-clauses 20.3.11, 20.3.12 and
         20.3.13, in all such cases to the best of its knowledge and belief
         having made all reasonable enquiries) that:


                                      -53-
<PAGE>   58
         20.3.1   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 an Instructing Group);

         20.3.2   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;

         20.3.3   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;

         20.3.4   Original Financial Statements the Original Financial
                  Statements referred to in paragraph (a) of the definition of
                  Original Financial Statements were prepared in accordance with
                  US GAAP and the financial statements referred to in paragraph
                  (b) of the definition of Original Financial Statements were
                  prepared in accordance with Dutch GAAP in each case
                  consistently applied and (in conjunction with the notes
                  thereto) fairly represent in accordance with US GAAP or Dutch
                  GAAP, as the case may be, the financial condition and
                  operations of the Financial Group in the case of the financial
                  statements referred to in paragraph (a) of the definition of
                  Original Financial Statements and, in the case of the
                  financial statements referred to in paragraph (b) of the
                  definition of Original Financial Statements, of the Multikabel
                  Group during the financial year then ended;

         20.3.5   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 or, as the case may be, the Multikabel Group
                  taken as a whole;

         20.3.6   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;


                                      -54-
<PAGE>   59
         20.3.7   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 the Holding Company
                  and each of the Obligors of the Facility Documents and the
                  Relevant Contracts to which it is a party and the exercise by
                  such Obligor or the Holding Company 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 (other than those hereunder or under
                  the Security Documents);

         20.3.8   Execution of Facility Documents and Relevant Contracts the
                  execution by the Holding Company and each of the Obligors of
                  the Facility Documents and 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;

         20.3.9   Private and Commercial Acts the execution by each of the
                  Holding Company and each Obligor of the Facility Documents and
                  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;

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

         20.3.11  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;

         20.3.12  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


                                      -55-
<PAGE>   60
                  Rights of any third party to any extent which would be likely
                  to have a Material Adverse Effect;

         20.3.13  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;

         20.3.14  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;

         20.3.15  No Breach of Relevant Contracts no Obligor is in breach of the
                  terms of any of the Relevant Contracts, nor is there any
                  material dispute subsisting between the parties thereto, which
                  in either case would be likely to have a Material Adverse
                  Effect;

         20.3.16  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;

         20.3.17  No Event of Default no (a) Event of Default or (b) Potential
                  Event of Default has occurred and is continuing;

         20.3.18  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;

         20.3.19  Ownership of the Borrower in the case of the Borrower only,
                  and in respect of itself only, that it is a direct (or to the
                  extent of the holding of APA, indirect) wholly owned
                  subsidiary of the Holding Company;

         20.3.20  Group Structure the Group structure (a) at the date hereof and
                  (b) immediately after completion of the Multikabel Acquisition
                  is or, as the case may be, will immediately after completion
                  of the Multikabel Acquisition be as set out in the Group
                  Structure Charts;

         20.3.21  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 beneficially owns directly or
                  indirectly in its subsidiaries; (b) the loans made by it to
                  any of its subsidiaries in accordance with the terms hereof;
                  (c) receivables from management services provided on arms'
                  length terms to members of the


                                      -56-
<PAGE>   61
                  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;

         20.3.22  Assets of the Holding Company in the case of the Holding
                  Company only and in respect of itself only, that its assets
                  comprise solely (a) the shares which it owns in the Borrower;
                  (b) the limited partnership interests which it owns in the
                  direct and indirect subsidiaries of the Borrower, (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
                  Clause 6.2 (Utilisation for Acquisitions) and sub-clause
                  23.5.2 of Clause 23.5 (Covenants of the Borrower)); (c) the
                  loans made by it to any Obligor by way of Subordinated Debt;
                  and (d) prior to the completion of the Reorganisation, rights
                  in certain System Assets and subsidiaries as held by the
                  Holding Company on the date hereof (in respect of such
                  subsidiaries, as indicated in the Group Structure Charts); and

         20.3.23  Information Memorandum the factual information contained in
                  the Information Memorandum was at its date correct in all
                  material respects, the financial projections contained therein
                  have been prepared on the basis of recent historical
                  information and on the basis of reasonable assumptions and
                  nothing has occurred or been omitted that renders the factual
                  information contained in the Information Memorandum untrue or
                  misleading in any material respect.

20.4     REPETITION OF REPRESENTATIONS Each of the representations referred to
         in Clause 20.2 (Representations) and Clause 20.3 (Further
         Representation) (other than those contained in sub-clauses 20.2.3,
         20.2.4, 20.2.5 and 20.2.9 and sub-clauses 20.3.1, 20.3.5, 20.3.6,
         20.3.14, 20.3.20 and 20.3.23) shall be deemed to be repeated by the
         relevant Obligors on the date of any Notice of Drawdown hereunder and
         on each Utilisation Date, 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 Holding Company most recently delivered to the Agent pursuant
         hereto.

21.      INFORMATION

21.1     FINANCIAL STATEMENTS
         The Borrower shall and the Holding Company shall ensure that the
         Borrower shall:

         21.1.1   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) any of the
                  Obligors or the Holding Company are required to prepare
                  unaudited or, as the case may


                                      -57-
<PAGE>   62
                  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 any of the Obligors or the Holding
                  Company, such audited or, as the case may be, unaudited
                  financial statements shall be provided to the Banks
                  immediately;

         21.1.2   Quarterly Statements deliver to the Agent as soon as
                  practicable but in any event within 60 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;

         21.1.3   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, 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;

         21.1.4   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;
                  and

         21.1.5   Pro Forma Accounts deliver to the Agent as soon as practicable
                  but in any event within 60 days of the Closing Date, pro forma
                  consolidated financial statements of the Holding Company,
                  assuming completion of the Multikabel Acquisition, prepared by
                  Ernst & Young for the year ended 31 December 1999 in
                  accordance with US GAAP.

21.2     REQUIREMENTS AS TO FINANCIAL STATEMENTS
         The Holding Company and the Borrower shall ensure that:

         21.2.1   each set of financial statements delivered by it pursuant to
                  sub-clause 21.1.1 of Clause 21.1 (Financial Statements) is
                  prepared on the same basis as was used in the preparation of
                  the Original Financial Statements referred to in paragraph (a)
                  of the definition thereof and in accordance with U.S. GAAP and
                  consistently applied;


                                      -58-
<PAGE>   63
         21.2.2   each set of financial statements delivered by it pursuant to
                  sub-clause 21.1.1 of Clause 21.1 (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 Holding Company 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;

         21.2.3   each set of financial statements delivered by it pursuant to
                  sub-clause 21.1.1 of Clause 21.1 (Financial Statements) has
                  been audited by a generally recognised international firm of
                  auditors acceptable to the Agent;

         21.2.4   each set of financial statements delivered under each of
                  sub-clauses 21.1.1, 21.1.2 and 21.1.3 of Clause 21.1
                  (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

         21.2.5   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 21.1.2 of Clause 21.1 (Financial
                  Statements).

21.3     ACCURACY OF INFORMATION
         The Holding Company and the Borrower 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.

21.4     ACCOUNTING POLICIES
         The Holding Company and 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 22 (Financial Condition) to the extent
         reasonably requested by an Instructing Group.

21.5     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 Holding Company, its 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).


                                      -59-
<PAGE>   64
21.6     ABILITY TO PAY DEBTS
         Each Obligor shall, and the Holding Company shall and shall ensure that
         each Material Group Company shall, provide the auditors (as referred to
         in Clause 24.9 (Insolvency and Rescheduling)) with all information
         required by them in order to determine such Obligor's, the Holding
         Company's or, as the case may be, such Material Group Company's ability
         to pay its debts as they fall due in accordance with and as
         contemplated in Clause 24.9 (Insolvency and Rescheduling).

22.      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 21.1.1, 21.1.2 and 21.1.3 of Clause
         21.1 (Financial Statements) (adjusted as an Instructing Group may
         reasonably consider appropriate (or in the event of a dispute between
         the Holding Company and an Instructing Group as to what is appropriate,
         as determined by the auditors of the Holding Company), to take account
         of any changes in the basis on which such statements were prepared or
         in generally accepted applicable accounting principles) shall be such
         that:

22.1     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:

         QUARTER DAY                                            RATIO
         30 September 2000                                      13.00:1.00
         31 December 2000                                       13.00:1.00
         31 March 2001                                          13.00:1.00
         30 June 2001                                           13.00:1.00
         30 September 2001                                      13.00:1.00
         31 December 2001                                       12.50:1.00
         31 March 2002                                          12.50:1.00
         30 June 2002                                           12.00:1.00
         30 September 2002                                      12.00:1.00
         31 December 2002                                       11.00:1.00
         31 March 2003                                          11.00:1.00
         30 June 2003                                           10.75:1.00
         30 September 2003                                      10.75:1.00
         31 December 2003                                       10.00:1.00
         31 March 2004                                          10.00:1.00
         30 June 2004                                           9.75:1.00
         30 September 2004                                      9.75:1.00
         31 December 2004                                       9.00:1.00
         31 March 2005                                          9.00:1.00
         30 June 2005                                           8.75:1.00
         30 September 2005                                      8.75:1.00


                                      -60-
<PAGE>   65

         Quater Day                                             Rate
         31 December 2005 and on each Quarter Day thereafter    8.00:1.00

22.2     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:

         QUARTER DAY                                           RATIO
         30 September 2000                                     8.00:1.00
         31 December 2000                                      8.00:1.00
         31 March 2001                                         8.00:1.00
         30 June 2001                                          8.00:1.00
         30 September 2001                                     8.00:1.00
         31 December 2001                                      7.50:1.00
         31 March 2002                                         7.50:1.00
         30 June 2002                                          7.35:1.00
         30 September 2002                                     7.35:1.00
         31 December 2002                                      7.00:1.00
         31 March 2003                                         7.00:1.00
         30 June 2003                                          6.75:1.00
         30 September 2003                                     6.75:1.00
         31 December 2003                                      6.00:1.00
         31 March 2004                                         6.00:1.00
         30 June 2004                                          5.75:1.00
         30 September 2004                                     5.75:1.00
         31 December 2004                                      5.00:1.00
         31 March 2005                                         5.00:1.00
         30 June 2005                                          4.75:1.00
         30 September 2005                                     4.75:1.00
         31 December 2005                                      4.00:1.00
         31 March 2006                                         7.50:1.00
         30 June 2006                                          3.75:1.00
         30 September 2006                                     3.75:1.00
         31 December 2006                                      3.25:1.00
         31 March 2007                                         3.25:1.00
         30 June 2007                                          3.25:1.00
         30 September 2007                                     3.25:1.00
         31 December 2007 and on each Quarter Day thereafter   3.00:1.00

22.3     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:


                                      -61-
<PAGE>   66
         QUARTER DAY                                            RATIO
         30 September 2000                                      00.80:1.00
         31 December 2000                                       00.80:1.00
         31 March 2001                                          00.80:1.00
         30 June 2001                                           00.80:1.00
         30 September 2001                                      00.80:1.00
         31 December 2001                                       1.00:1.00
         31 March 2002                                          1.00:1.00
         30 June 2002                                           1.00:1.00
         30 September 2002                                      1.00:1.00
         31 December 2002                                       1.00:1.00
         31 March 2003                                          1.00:1.00
         30 June 2003                                           1.05:1.00
         30 September 2003                                      1.05:1.00
         31 December 2003                                       1.10:1.00
         31 March 2004                                          1.10:1.00
         30 June 2004                                           1.20:1.00
         30 September 2004                                      1.20:1.00
         31 December 2004                                       1.35:1.00
         31 March 2005                                          1.35:1.00
         30 June 2005                                           1.45:1.00
         30 September 2005                                      1.45:1.00
         31 December 2005                                       1.65:1.00
         31 March 2006                                          1.65:1.00
         30 June 2006                                           1.75:1.00
         30 September 2006                                      1.75:1.00
         31 December 2006                                       2.00:1.00
         31 March 2007                                          2.00:1.00
         30 June 2007                                           2.15:1.00
         30 September 2007                                      2.15:1.00
         31 December 2007                                       2.45:1.00
         31 March 2008                                          2.45:1.00
         30 June 2008                                           2.55:1.00
         30 September 2008                                      2.55:1.00
         31 December 2008 and on each Quarter Day thereafter    2.85:1.00

22.4     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 1.00:1.00 on the last
         day of such Quarterly Period.


                                      -62-
<PAGE>   67
22.5     MINIMUM EBITDA
         22.5.1   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:

                  QUARTER DAY                               MINIMUM CONSOLIDATED
                                                            EBITDA (EUR M)
                  30 September 2000                         48,000
                  31 December 2000                          48,000
                  31 March 2001                             48,000
                  30 June 2001                              48,000
                  30 September 2001                         48,000
                  31 December 2001                          57,057
                  31 March 2002                             57,057
                  30 June 2002                              63,717
                  30 September 2002                         63,717
                  31 December 2002                          73,707
                  31 March 2003                             73,707
                  30 June 2003                              84,529
                  30 September 2003                         84,529
                  31 December 2003                          100,761
                  31 March 2004                             100,761
                  30 June 2004                              111,621
                  30 September 2004                         111,621
                  31 December 2004                          127,911
                  31 March 2005                             127,911
                  30 June 2005                              139,404
                  30 September 2005                         139,404
                  31 December 2005                          156,643
                  31 March 2006                             156,643
                  30 June 2006                              169,247
                  30 September 2006                         169,247
                  31 December 2006                          188,154
                  31 March 2007                             188,154
                  30 June 2007                              197,511
                  30 September 2007                         197,511
                  31 December 2007                          211,546
                  31 March 2008                             211,546
                  30 June 2008                              218,684
                  30 September 2008                         218,684
                  31 December 2008                          229,391
                  31 March 2009                             229,391
                  30 June 2009 and on each Quarter Day      236,635
                  thereafter


                                      -63-
<PAGE>   68
                  A "rolling 12 month basis" shall be construed as the period of
                  four consecutive Quarterly Periods ending on the relevant
                  Quarter Day.

         22.5.2   The covenant contained in sub-clause 22.5.1 shall be reset
                  upon completion of each 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.

23.      COVENANTS

23.1     POSITIVE COVENANTS
         Each of the Holding Company and the Borrower undertakes that it shall,
         and shall procure that its subsidiaries shall:

         23.1.1   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;

         23.1.2   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;

         23.1.3   Notification of Event of Default (in the case of the Borrower
                  and the Holding Company only, it being understood that
                  notification by one party will be sufficient to satisfy both
                  parties' obligations in respect of this clause 21.1.3)
                  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
                  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;

         23.1.4   Pari Passu ensure that at all times the claims of the Finance
                  Parties against it under:

                  (a)      the Facility Documents (other than the 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


                                      -64-
<PAGE>   69
                           bankruptcy, insolvency, liquidation or other similar
                           laws of general application; and

                  (b)      the 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 Security Documents:

         23.1.5   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;

         23.1.6   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.

         23.1.7   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);

         23.1.8   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;

                  (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;


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<PAGE>   70
         23.1.9   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 23.1.12 shall not of itself oblige
                           any Obligor to comply with any particular financial
                           targets or projections which may be included in such
                           Business Plan; and

                  (b)      this sub-clause 23.1.12 shall not of itself restrict
                           any Obligor from making any acquisition or disposal
                           of any asset or expanding or altering any System or
                           system;

         23.1.10  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;

         23.1.11  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 Security
                  Documents or (ii) against which it is maintaining adequate
                  reserves);

         23.1.12  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;

         23.1.13  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;

         23.1.14  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 Holding Company or any shareholder in relation to any
                  Subordinated Debt is not recharacterised as dividends for tax
                  purposes in the Relevant Jurisdiction; and

         23.1.15  Hedging Arrangements ensure that, within 90 days from the date
                  of this Agreement, the Borrower 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


                                      -66-
<PAGE>   71
                  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.

23.2     NEGATIVE COVENANTS
         The Holding Company and the Borrower shall ensure that no member of the
         Group shall:

         23.2.1   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;

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

                  (a)      any indebtedness for borrowed money created under
                           this Agreement;

                  (b)      any Subordinated Debt;

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

                  (d)      any Deferred Consideration relating to any
                           Acquisition PROVIDED THAT the amount of such Deferred
                           Consideration does not exceed the Available Facility
                           at such time;

                  (e)      any indebtedness for borrowed money arising under a
                           derivative transaction entered into in accordance
                           with sub-clause 23.1.15 of Clause 23.1 (Positive
                           Covenants) or any currency exchange derivative
                           transactions entered into in relation to the Working
                           Capital 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
                           the Working Capital 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 Holding Company under any
                           Finance Leases held by the Holding Company does not
                           exceed EUR 25,000,000;

                  (g)      any other indebtedness for borrowed money of the
                           Group outstanding at any time up to a maximum
                           aggregate amount of EUR 10,000,000;

                  (h)      at any time prior to the date of the first
                           Utilisation of the Facility, the Existing PrimaCom
                           Indebtedness, the MeesPierson Indebtedness and the
                           ENW Indebtedness; and


                                      -67-
<PAGE>   72
                  (i)      at any time prior to the date which falls 60 days
                           after the Closing Date, the Existing Multikabel
                           Indebtedness other than the MeesPierson Indebtedness
                           and the ENW Indebtedness;

         23.2.3   Negative Pledge create or permit to subsist any encumbrance
                  over all or any of its present or future revenues or assets
                  (including, without limitation, (and for the avoidance of
                  doubt) any such revenues and assets released from the Existing
                  Encumbrances pursuant to the terms hereof) other than
                  Permitted Encumbrances;

         23.2.4   Loans and Guarantees make any loans, grant any credit or give
                  any guarantee or indemnity (except as required hereby) 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:

                  (a)      loans made, or credit granted, by an Obligor to
                           another 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 up to a maximum aggregate
                           amount of EUR10,000,000 for the Group;

                  (d)      any guarantee or indemnity granted by a member of the
                           Group in respect of obligations permitted by the
                           terms hereof of an Obligor or any guarantee or
                           indemnity granted by a member of the Group who is not
                           an Obligor in respect of obligations permitted by the
                           terms hereof of another member of the Group who is
                           not an 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 EUR100,000;

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

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

         23.2.5   Disposals subject to Clause 14.2 (Disposals) hereof,
                  (disregarding sales of stock in trade in the ordinary course
                  of business and excluding any transfer pursuant to the
                  Reorganisation) 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


                                      -68-
<PAGE>   73
                           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 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 the finance director
                           of the Holding Company 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 22
                           (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 21.1.3 of Clause 21.1
                           (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; and

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

         23.2.6   Business of the Borrower (in the case of the Borrower only)
                  trade or undertake any activity other than those activities
                  specified in sub-clause 20.3.21 of Clause 20.3 (Further
                  Representations) or acquire any business or part of a business
                  (save where such Acquisition complies with the requirements of
                  Clause 6.2 (Utilisation for Acquisitions) and the
                  documentation specified in such clause is delivered in
                  relation to such Acquisition), hold any assets (other than
                  rights relating to intercompany loans made by the Borrower to
                  other Obligors and the proceeds of any drawing


                                      -69-
<PAGE>   74
                  hereunder) or incur any obligations other than as contemplated
                  by the Facility Documents;

         23.2.7   Share Capital of Operating Companies (in the case of the
                  Borrower 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;

         23.2.8   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; or

         23.2.9   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) 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 Holding Company the same is permitted under Clause 23.6
                  (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
                  EUR10,000 in any financial year.

23.3     NEGATIVE COVENANTS OF THE HOLDING COMPANY
         The Holding Company shall not:

         23.3.1   Negative Pledge create or permit to subsist any encumbrance
                  over the whole or any part of its shareholding in the Borrower
                  or any System Asset save, prior to the date of the
                  Reorganisation, for encumbrances arising in the ordinary
                  course of business and any Additional Security;

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

                  (a)      any indebtedness for borrowed money arising under the
                           Working Capital Facility (or any substitute
                           financing) or the Replacement Senior Notes up to the
                           aggregate of EUR375,000,000 and any interest
                           capitalised pursuant to the terms thereof PROVIDED
                           THAT the net amount of the proceeds of such
                           indebtedness are (1) invested in the Borrower and/or
                           its subsidiaries in the form of equity or
                           Subordinated Debt and provided further that if such
                           amount is lent as Subordinated Debt, such loan must
                           be assigned to the Finance Parties or (2) used to
                           finance Acquisitions where the entities or assets so
                           acquired become, upon acquisition, subsidiaries or,
                           as the case may be, assets of the Borrower; or


                                      -70-
<PAGE>   75
                  (b)   indebtedness resulting from any issuance of Senior
                        Notes (other than the Replacement Senior Notes) or
                        Holding Company Debt PROVIDED THAT:

                           (1)      the claims of the relevant creditors against
                                    the Holding Company are structurally or
                                    contractually subordinated to the claims of
                                    the Finance Parties under the Facility
                                    Documents;

                           (2)      the net amount of the proceeds of such
                                    indebtedness are (i) immediately lent to, or
                                    invested in, the Borrower and/or its
                                    subsidiaries in the form of equity or
                                    Subordinated Debt and provided further that
                                    if such amount is lent as Subordinated Debt,
                                    such loan must be assigned to the Finance
                                    Parties or (ii) used to finance Acquisitions
                                    where the entities or assets so acquired
                                    become, upon acquisition, subsidiaries or,
                                    as the case may be, assets of the Borrower;

                           (3)      such indebtedness does not mature before the
                                    date which falls 6 months after the Final
                                    Maturity Date;

                           (4)      no breach of any of the provisions of this
                                    Agreement is caused by such incurrence or
                                    issue and prior to such incurrence or issue
                                    the finance director of the Holding Company
                                    has certified and demonstrated in form and
                                    substance satisfactory to the Agent, that
                                    such compliance shall continue from the date
                                    of incurrence or issue 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 from the
                                    date of incurrence or issue and, in each
                                    case, based upon reasonable assumptions and
                                    prepared on a consistent basis to the
                                    projections delivered under sub-clause
                                    21.1.3 of Clause 21 (Financial Statements)
                                    hereof and, in relation to the yearly
                                    accounts and projections, accompanied by a
                                    statement demonstrating that six-monthly
                                    figures (based upon a linear interpolation
                                    of the yearly figures produced), would also
                                    show pro forma compliance with the financial
                                    covenants contained in Clause 22 (Financial
                                    Condition) hereof;

                           (5)      the negative covenants contained in any
                                    documentation relating to any Holding
                                    Company Debt or any such Senior Notes are no
                                    more restrictive than those contained in
                                    this Agreement and the terms of the Facility
                                    Documents would not cause a breach under any
                                    such documentation; and


                                      -71-
<PAGE>   76
                           (6)      the Holding Company shall, prior to the
                                    incurrence or issuance of such indebtedness,
                                    promptly provide to the Agent copies of the
                                    documentation constituting such Holding
                                    Company Debt or Senior Notes (as
                                    applicable).

         23.3.3   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;

                  (ii)     the implementation of the Reorganisation;

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

                  (iv)     making loans to or other investments in its
                           subsidiaries by way of Subordinated Debt;

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

                  (vi)     its obligations under the Finance Documents; and

                  (vii)    prior to the System Asset Transfer, the operation of
                           System Assets (for the avoidance of doubt including,
                           but not limited to, the incurrence of capital
                           expenditure or operating expenses in relation
                           thereto).

         23.3.4   Disposals dispose of any of its assets other than in
                  accordance with the Reorganisation or the System Asset
                  Transfer.

         23.3.5   Acquisitions create or acquire any new subsidiaries, enter
                  into any partnership or acquire any business without such new
                  subsidiary becoming an Obligor under this Agreement or, if
                  such person is unable to accede hereto as an Obligor due to
                  the prohibitions of any applicable law, without the consent of
                  an Instructing Group (and shall ensure that no member of the
                  Financial Group other than the Borrower or a wholly-owned
                  subsidiary of the Borrower shall do any of the foregoing).

23.4     POSITIVE COVENANTS OF THE HOLDING COMPANY
         The Holding Company shall:

         23.4.1   Reorganisation use its best efforts to complete the
                  Reorganisation by 30 June 2001 and shall confirm to the Agent
                  when the Reorganisation has been completed PROVIDED THAT if
                  the Reorganisation is not completed by such date, (or if the
                  circumstances described in sub-clause 24.4.4 hereof occur
                  prior to


                                      -72-
<PAGE>   77
                  such date) it shall (i) provide a Share Pledge over the shares
                  and partnership interests it holds in all its subsidiaries
                  (other than the Borrower or a subsidiary of the Borrower)
                  including its interests in the shares of Prima TV broadcasting
                  GmbH and the partnership interests it holds in the
                  subsidiaries of PrimaCom Kabelbetriebsverwaltungsgesellschaft
                  mbH, (ii) become an Additional Guarantor in accordance with
                  sub-clause 45.1.1 of Clause 45.1 (Additional Guarantors)
                  hereof and (iii) shall procure that its subsidiaries and
                  PrimaCom Kabelbetriebsverwaltungsgesellschaft mbH and the
                  subsidiaries thereof grant security in form and substance
                  satisfactory to the Agent on substantially the same terms as
                  the Security Documents (such security and guarantee described
                  in (i), (ii) and (iii) above together with the System Asset
                  Security being herein defined as the "ADDITIONAL SECURITY").

         23.4.2   Transfer of System Assets use its best efforts to ensure that
                  all of its rights in any System Assets are transferred to the
                  Borrower or a wholly-owned subsidiary of the Borrower or
                  (prior to the Reorganisation) to a wholly-owned subsidiary of
                  the Holding Company before 31 January 2001, or failing such
                  transfer by such date (or if the circumstances described in
                  sub-clause 23.4.4 hereof occur prior to such date), (i) full
                  asset security is granted by it in favour of the Beneficiaries
                  over all of its Subscriber Receivables together with all of
                  its other Net Revenues in form and substance satisfactory to
                  the Finance Parties and (ii) it becomes an Additional
                  Guarantor in accordance with sub-clause 45.1.1 of Clause 45.1
                  (Additional Guarantors) hereof (such security and guarantee
                  being together defined as the "SYSTEM ASSET SECURITY").

         23.4.3   Net Revenues ensure that any Net Revenues received or
                  generated by it during any Quarterly Period prior to the date
                  of completion of the Reorganisation (less any Capital
                  Expenditure or operating expenses incurred by the Holding
                  Company in connection with its System Assets) are invested in
                  or lent to the Borrower in the form of equity or Subordinated
                  Debt prior to the last day of the immediately succeeding
                  Quarterly Period;

         23.4.4   Additional Security ensure that, prior to any borrowing under
                  the Working Capital Facility or (if earlier) prior to the
                  issue of any Senior Notes or the incurrence of any Holding
                  Company Debt (other than inter-company loans permitted
                  pursuant to the terms hereof), if, in each such case, both the
                  System Asset Transfer and the Reorganisation have not been
                  completed, it shall (and shall ensure that all other relevant
                  members of the Financial Group shall) enter into the
                  Additional Security upon terms satisfactory to the Agent.

         23.4.5   Working Capital Facility Drawings:

                  (a)      at the request of the Agent (acting on the
                           instructions of an Instructing Group) and whilst an
                           Event of Default is continuing request an advance, in
                           the amount specified by the Agent, to be made by the
                           Working Capital Lenders under the Working Capital
                           Facility; and


                                      -73-
<PAGE>   78
                  (b)      on the last day on which a request for an advance can
                           be made under the Working Capital Facility (being, at
                           the date hereof, the day falling 61 days before the
                           end of the availability period under the Working
                           Capital Facility) submit a request for an advance to
                           be made by the Working Capital Lenders under the
                           Working Capital Facility in an amount equal to the
                           undrawn amount of the Working Capital Facility.

         23.4.6   Working Capital Facility Proceeds ensure that:

                  (a)      the proceeds of any drawing under the Working Capital
                           Facility; and

                  (b)      if the Working Capital Facility is cancelled in whole
                           or in part, an amount equal to the amount of any such
                           cancellation

                  shall be (i) immediately invested in or lent to the Borrower
                  in the form of equity or Subordinated Debt PROVIDED THAT if
                  such amount is lent to the Borrower as Subordinated Debt, the
                  benefit of such loan must be assigned to the Finance Parties
                  or (ii) applied for the purposes specified in paragraph (a)(2)
                  of sub-clause 23.3.2 of Clause 23.3 (Negative Covenants of the
                  Holding Company).

         23.4.7   Funding procure that prior to the date which falls 24 months
                  after the date of the first Utilisation hereunder:

                  (a)      EUR200,000,000 (or its equivalent) of indebtedness
                           has been incurred by it (whether under the Working
                           Capital Facility or pursuant to the issue of Senior
                           Notes or pursuant to any other Holding Company Debt)
                           and such indebtedness complies with the requirements
                           set out in the proviso to sub-clause 23.3.2 (b) of
                           Clause 23.3 (Negative Covenants of the Holding
                           Company);

                  (b)      EUR200,000,000 (or its equivalent) has effectively
                           been invested in the Group in the form of equity or
                           Subordinated Debt and if such amount has been lent as
                           Subordinated Debt, such loan has been assigned to the
                           Finance Parties; or

                  (c)      following a merger on terms approved by an
                           Instructing Group involving the issue of shares by
                           the Holding Company, the share capital of the Holding
                           Company is increased by at least EUR200,000,000 by
                           reference to the mid market value of each share in
                           the Holding Company immediately prior to the
                           announcement of such merger multiplied by the number
                           of shares so issued PROVIDED THAT the assets acquired
                           as a result of such merger are held directly or
                           indirectly by a subsidiary of the Borrower which is
                           an Obligor.


                                      -74-
<PAGE>   79
23.5     COVENANTS OF THE BORROWER
         The Borrower shall (save to the extent that any of the following arise
         pursuant to the Reorganisation) give the Agent no less than twenty (20)
         Business Days' prior written notice of any member of the Group's
         intention to:

         23.5.1   merge or consolidate with any other company or person, 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);

         23.5.2   create or acquire any new subsidiaries, enter into any
                  partnerships or acquire any business (other than by way of
                  acquisition funded through a Utilisation of this Facility in
                  accordance with Clause 6.2 (Utilisation for Acquisitions)
                  hereof), unless it can demonstrate that, it is an acquisition
                  which is being made by the Borrower or by a wholly owned
                  subsidiary of the Borrower and would satisfy the requirements
                  specified in Clause 6.2 (Utilisation for Acquisitions) hereof
                  as if it were being funded through a Utilisation of this
                  Facility and provide all financial documentation specified
                  therein in accordance therewith and, in each case, procure
                  that the relevant new subsidiary or partnership executes a
                  Guarantor Accession Memorandum, delivers the required
                  accompanying documents and grants any security required in
                  accordance with Clause 45.1 (Additional Guarantors);

         23.5.3   issue any further shares (save for issues of shares by any
                  member of the Group to its holding company) or alter any
                  rights attaching to its issued shares in existence at the date
                  hereof;

         23.5.4   open or permit to subsist any bank account with any person
                  other than a Bank, except for 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 Bank within
                  3 months of the date of such acquisition, failing which the
                  Borrower shall ensure that the relevant member of the Group
                  shall 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

         23.5.5   change its financial year end from 31 December.

         The Agent shall be entitled within ten (10) Business Days of receipt of
         such notice to request the Borrower to supply to the Agent any relevant
         information in connection with the proposed action as reasonably
         requested and set out in such notice.


                                      -75-
<PAGE>   80
        The Agent shall notify the Borrower, within ten (10) Business Days of
        receipt of such notice, or if additional information has been requested
        by the Agent within the prescribed time, within ten (10) Business Days'
        of receipt of such information, whether the proposed action is or is, in
        the reasonable opinion of an Instructing Group likely to have a material
        adverse effect on the risk position of the Banks.

        If the proposed action is so considered to have such a material adverse
        effect and the relevant member of the Group nevertheless takes such
        action, the Agent shall be entitled to make (and, if so instructed by an
        Instructing Group, shall make) any declaration set out in Clause 24.25
        (Acceleration and Cancellation) and call for repayment of the Advances
        and/or cash collateralisation of the Letters of Credit and exercise the
        other rights in accordance with Clause 24.25 (Acceleration and
        Cancellation).

23.6     RESTRICTIONS ON PAYMENTS
         Notwithstanding any other provision hereof no member of the Group shall
         pay, make or declare any dividend or pay any interest or other
         distribution to the Holding Company save that (PROVIDED THAT no Event
         of Default or Potential Event of Default has occurred or would arise as
         a result thereof):

         23.6.1   any member of the Group may pay, make and declare dividends,
                  pay any interest or make any other distribution to the Holding
                  Company solely for the purpose of meeting the Holding
                  Company's interest payment obligations in respect of (a) the
                  Working Capital Facility or the Replacement Senior Notes or
                  (b) any Senior Notes (other than the Replacement Senior Notes)
                  or any Holding Company Debt arising in accordance with
                  sub-clause 23.3.2(b) of Clause 23.3 (Negative Covenants of the
                  Holding Company); and

         23.6.2   any member of the Group may pay, make and declare dividends,
                  pay any interest or make any other distribution or loan to the
                  Holding Company in order for the Holding Company to pay
                  Holding Company Management Expenses.

23.7     FURTHER COVENANTS OF THE BORROWER
         23.7.1   The Borrower shall ensure that, unless it is agreed otherwise
                  by an Instructing Group in consultation with the Borrower
                  taking into account the specific circumstances applicable to
                  any particular System or member of the Group concerned:

                  (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 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 (i) a
                           subsidiary of another member of the Group


                                      -76-
<PAGE>   81
                           (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) or
                           (ii) (prior to the date of completion of the System
                           Asset Transfer), the Holding Company or a subsidiary
                           of the Holding Company; 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 the Borrower
                           as its sole limited partner and a directly owned
                           subsidiary of the Borrower, 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 Holding Company 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 an 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.

         23.7.2   The Borrower shall not, without the prior written consent of
                  an Instructing Group, proceed with the Multikabel Acquisition
                  if any member state of the European Union has taken any action
                  under Article 21(3) of the European Merger Control Regulation.

         23.7.3   As soon as possible but in any event no later than 14 days
                  after the Closing Date:

                  (a)      the Borrower and PrimaCom Netherlands Holding BV
                           shall ensure that the articles of association of
                           PrimaCom Netherlands Holding BV are amended so that
                           the Beneficiaries may have the right to take control
                           of the voting rights of PrimaCom Netherlands Holding
                           BV at any time after the occurrence of an Event of
                           Default and while it is continuing; and

                  (b)      the Borrower shall execute and deliver a further
                           share pledge agreement and deed over the shares of
                           PrimaCom Netherlands Holding BV, which shall be on
                           substantially the same terms as and which shall
                           replace the Initial Dutch Share Pledge but shall
                           incorporate the transfer of voting rights referred to
                           in paragraph (a) above, and which shall replace the
                           Initial Dutch Share Pledge.


                                      -77-
<PAGE>   82
24.      EVENTS OF DEFAULT

         Each of Clause 24.1 (Failure to Pay) to Clause 24.24 (Material Adverse
         Change) describes circumstances which constitute an Event of Default
         for the purposes of this Agreement.

24.1     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.

24.2     MISREPRESENTATION
         Any representation, warranty or statement other than those made in
         sub-clause 20.3.17 of Clause 20.3 (Further Representations) made by the
         Holding Company 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
         Holding Company or the relevant Obligor becoming aware of such
         inaccuracy.

24.3     COVENANTS
         The Holding Company or any Obligor fails duly to perform or comply with
         any of the obligations expressed to be assumed by it in Clause 21
         (Information), Clause 23 (Covenants) or Clause 45 (Group Structure
         Changes and Permissions) (other than in sub-clauses 21.1.2, 21.1.3 of
         Clause 21 (Information) or in sub-clauses 23.1.1, 23.1.2, 23.1.4,
         23.1.5, 23.1.9, 23.1.10, 23.1.11 and 23.1.13 of Clause 23 (Covenants)).

24.4     SPECIFIC COVENANTS
         The Borrower fails to comply with sub-clauses 21.1.2 and 21.1.3 of
         Clause 21 (Information) and such failure is not remedied within fifteen
         days after the due date for delivery thereunder.

24.5     FINANCIAL COVENANTS
         The financial covenants set out in Clause 22 (Financial Covenants) are
         not complied with.

24.6     OTHER OBLIGATIONS
         Any Obligor or the Holding Company 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 24.3 (Covenants) (except for sub-clauses 21.1.2 and
         21.1.3)) 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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<PAGE>   83
24.7     CROSS DEFAULT
         Any indebtedness for borrowed money of the Group or of the Holding
         Company exceeding EUR 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 Holding Company becomes entitled to declare any such
         indebtedness for borrowed money due and payable prior to its specified
         maturity, save that this clause shall not apply to any indebtedness for
         borrowed money of any member of the Multikabel Group where such
         indebtedness for borrowed money is Existing Multikabel Indebtedness
         provided that if any such Existing Multikabel Indebtedness is
         accelerated or otherwise becomes due and payable it is repaid in full
         by the end of the grace period contractually provided for in respect
         thereof (and the Facility may be utilised for such purpose).

24.8     WORKING CAPITAL FACILITY
         Any of the events of default specified in the Working Capital Facility
         or in any Senior Notes occurs or the Working Capital Facility or, as
         the case may be, any Senior Notes are required to be prepaid as a
         result of a change of control of the Holding Company (howsoever
         described).

24.9     INSOLVENCY AND RESCHEDULING
         Any Material Group Company or the Holding Company 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 Holding Company is
         applied for, ordered or declared. For the purpose of this Clause 24.9 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.

24.10    WINDING-UP
         Any Material Group Company or the Holding Company takes any action or
         other steps are taken or legal proceedings are started for its
         winding-up, dissolution or re-organisation (save where this is for the
         purpose of the Reorganisation) 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).

24.11    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.


                                      -79-
<PAGE>   84
24.12    ANALOGOUS PROCEEDINGS
         There occurs, in relation to any Material Group Company or the Holding
         Company, 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
         24.9 (Insolvency and Rescheduling) or Clause 24.10 (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.

24.13    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 EUR2,000,000 and is
         not discharged within 10 days or any event occurs which under the laws
         of any jurisdiction would have an analogous effect.

24.14    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.

24.15    SIMILAR EVENTS
         Any of the events set out in Clause 24.9 (Insolvency and Rescheduling),
         Clause 24.10 (Winding-up) or Clause 24.12 (Analogous Proceedings) to
         Clause 24.14 (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.

24.16    ILLEGALITY
         At any time it is or becomes unlawful for any Obligor or the Holding
         Company to perform or comply with any or all of its obligations under
         the Facility Documents or the Relevant Contracts to which it is are
         party or any such Facility Documents or Relevant Contracts, any of the
         obligations of any Obligor or the Holding Company 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.

24.17    OWNERSHIP OF THE HOLDING COMPANY
         Any person or persons being affiliates acquires directly or indirectly
         50% or more of the share capital or of the voting rights of the Holding
         Company.

24.18    OWNERSHIP OF THE BORROWER
         The Holding Company ceases (directly or indirectly through APA) to own
         the entire issued share capital of the Borrower.


                                      -80-
<PAGE>   85
24.19    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 an Acquisition permitted by the terms of this Agreement).

24.20    REPUDIATION
         Any Obligor or the Holding Company repudiates any of the Facility
         Documents or any of the Relevant Contracts to which it is party.

24.21    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.

24.22    PROHIBITED PAYMENTS
         Any amount is paid by any member of the Group to the Holding Company
         which is not permitted by the Obligor Intercreditor Agreement and such
         breach is not remedied within five days of such payment.

24.23    AMENDMENT OF WORKING CAPITAL FACILITY
         Any amendment is made to the Working Capital Facility or to the terms
         upon which any Holding Company Debt was approved by the Agent as being
         in accordance with sub-clause 23.3.2(b) of Clause 23.3 (Covenants of
         the Holding Company), which is materially adverse to the interests of
         the Finance Parties hereunder.

24.24    MATERIAL ADVERSE CHANGE
         Any other event occurs or circumstance arises which is likely to affect
         materially and adversely the ability of the Holding Company or any
         Obligor to perform any of its obligations under or otherwise to comply
         with the terms of any of the Facility Documents or Relevant Contracts
         to which it is party.

24.25    ACCELERATION AND CANCELLATION
         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:

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

         24.25.2  require the Borrower to procure that the liabilities of each
                  of the Banks and the Fronting Bank in respect of all the
                  Letter of Credit Outstandings are promptly reduced to zero
                  and/or provide Cash Collateral in respect thereof (whereupon
                  the Borrower shall do so); and/or


                                      -81-
<PAGE>   86
         24.25.3  declare that the Facility shall be cancelled, whereupon the
                  same shall be cancelled and the Commitment of each Bank shall
                  be reduced to zero.

24.26    ADVANCES DUE ON DEMAND
         If, pursuant to Clause 24.25 (Acceleration and Cancellation), the Agent
         declares all or any part of the Advances 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:

         24.26.1  require repayment of all or such part of the Advances 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 thereon 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

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

         24.26.3  the Term in respect of any such Advance shall, if the Agent
                  subsequently demands payment before the scheduled Interest
                  Payment Date in respect of such Advance, be deemed (except for
                  the purposes of Clause 25.4 (Break Costs)) to be of such
                  length that it ends on the date that such demand is made.

25.      DEFAULT INTEREST AND INDEMNITY

25.1     DEFAULT INTEREST PERIODS
         If any sum due and payable by any Obligor hereunder is not paid on the
         due date therefor in accordance with the provisions of Clause 26
         (Currency of Account and Payment) or if any sum due and payable by any
         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 25) be selected by
         the Agent.

25.2     DEFAULT INTEREST
         An Unpaid Sum shall bear interest during each Term in respect thereof
         at the rate per annum which is the sum from time to time of one per
         cent., the Margin at such time, the Mandatory Costs Rate in respect
         thereof and the relevant interbank rate on the Quotation Date therefor
         PROVIDED THAT:

         25.2.1   if, for any such period, the relevant interbank rate cannot be
                  determined, the rate of interest applicable to such Unpaid Sum
                  shall be the sum from time to time of one per cent., the
                  Margin at such time, the Mandatory Costs Rate in respect
                  thereof and the rate per annum determined by the Agent to be
                  the


                                      -82-
<PAGE>   87
                  arithmetic mean (rounded upwards, if not already such a
                  multiple, to the nearest whole multiple of one-thirty second
                  of one per cent.) of the rates notified by each Reference Bank
                  to the Agent before the last day of such period to be those
                  which express as a percentage rate per annum the cost to it of
                  funding from whatever sources it may reasonably select its
                  portion of such Unpaid Sum for such period; and

         25.2.2   if such Unpaid Sum is all or part of an Advance which became
                  due and payable on a day other than the last day of the Term
                  relating thereto, the first such period applicable thereto
                  shall be of a duration equal to the unexpired portion of that
                  Term and the rate of interest applicable thereto from time to
                  time during such period shall be that which exceeds by one per
                  cent. the rate which would have been applicable to it had it
                  not so fallen due.

25.3     PAYMENT OF DEFAULT INTEREST
         Any interest which shall have accrued under Clause 25.2 (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.

25.4     BREAK COSTS
         If any Bank or the Agent on its behalf receives or recovers all or any
         part of such Bank's share of an Advance or Unpaid Sum otherwise than on
         the last day of the Term 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 Term 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 Term 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 Term.

25.5     BORROWER'S INDEMNITY
         The Borrower undertakes to indemnify:

         25.5.1   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 any Obligor, the Holding Company or
                  APA in the performance of any of its obligations expressed to
                  be assumed by it in any of the Facility Documents to which it
                  is party;

         25.5.2   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


                                      -83-
<PAGE>   88
                  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, an Environmental Claim
                  made or asserted against such Indemnified Party; and

         25.5.3   each Bank and the Fronting Bank against any loss it may suffer
                  as a result of its funding or making arrangements to fund its
                  portion of an Advance or its issuing or making arrangements to
                  issue or participate in a Letter of Credit requested by a
                  Borrower 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 or the Fronting Bank (as the case may be) in the
                  performance of its obligations hereunder.

25.6     Any Unpaid Sum shall (for the purposes of this Clause 25 and Clause
         17.1) be treated as an Advance and accordingly in this Clause 25 and
         Clause 17 the term "Advance" and "advance" includes any Unpaid Sum and
         "Term", in relation to an Unpaid Sum, includes each such period
         relating thereto as is mentioned in Clause 25.1 (Default Interest
         Periods).

26.      CURRENCY OF ACCOUNT AND PAYMENT

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

         26.1.1   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;

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

         26.1.3   each payment pursuant to Clause 15.2 (Tax Indemnity), Clause
                  17.1 (Increased Costs) or Clause 25.5 (Borrower's Indemnity)
                  shall be made in the currency specified by the party claiming
                  thereunder;

         26.1.4   each payment in respect of a Letter of Credit (including any
                  Cash Collateral in respect of a Letter of Credit) shall be
                  made in the currency in which such Letter of Credit is
                  denominated;

         26.1.5   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

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

26.2     CURRENCY INDEMNITY
         If any sum due from any 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


                                      -84-
<PAGE>   89
         judgement into another currency (the "SECOND CURRENCY") for the
         purpose of (a) making 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 duefrom 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.

27.      PAYMENTS

27.1     PAYMENTS TO THE AGENT
         On each date on which this Agreement requires an amount to be paid by
         any 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:

         27.1.1   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 50110800 in favour of
                  Chase Manhattan Bank AG with Landeszentral bank, Frankfurt,
                  attention R. Kropp re PrimaCom Facility Agreement (or such
                  other account or bank as the Agent may have specified for this
                  purpose); or

         27.1.2   where such amount is denominated in dollars, by payment in
                  dollars and in immediately available, freely transferable,
                  cleared funds to the Agent's account number 001-1-30-3906 9 in
                  favour of Chase Manhattan Bank AG with The Chase Manhattan
                  Bank, New York, attention R. Kropp (re PrimaCom Facility
                  Agreement (or such other account or bank as the Agent may have
                  specified for this purpose).

27.2     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 any of the Obligors to make any
         payments hereunder in the manner specified in Clause 27.1 (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 and the
         Fronting Bank of amounts due to such Bank or the Fronting Bank
         hereunder PROVIDED THAT, in the absence of any such agreement with any
         Bank or the Fronting Bank, such Obligor shall be obliged to make all
         payments due to such Bank or the Fronting Bank in the manner specified
         herein. Upon reaching such agreement such Obligor and such Bank or the
         Fronting Bank shall immediately notify the Agent thereof and shall
         thereafter promptly notify the Agent of all payments made direct to
         such Bank or the Fronting Bank.


                                      -85-
<PAGE>   90
27.3     PAYMENTS BY THE AGENT
         Save as otherwise provided herein, each payment received by the Agent
         for the account of another person pursuant to Clause 27.1 (Payments to
         the Agent) shall:

         27.3.1   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
                           or New York City, as appropriate, as the Borrower
                           shall have previously notified to the Agent for this
                           purpose; and

         27.3.2   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 or the Fronting 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 or New York City, as appropriate, as such person
                  shall have previously notified to the Agent.

27.4     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.

27.5     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.

27.6     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:

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


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         27.6.2   SECONDLY, in or towards payment of any demand made by the
                  Fronting Bank in respect of a payment made or to be made by it
                  under a Letter of Credit due but unpaid;

         27.6.3   THIRDLY, in or towards payment pro rata of any accrued
                  interest, letter of credit commission or fronting bank fee
                  payable to any Bank or the Fronting Bank due but unpaid;

         27.6.4   FOURTHLY, in or towards payment pro rata of any principal or
                  Letter of Credit Outstandings due but unpaid; and

         27.6.5   FIFTHLY, in or towards payment pro rata of any other sum due
                  but unpaid.

27.7     VARIATION OF PARTIAL PAYMENTS
         The order of partial payments set out in Clause 27.6 (Partial Payments)
         shall override any appropriation made by the Obligor to which the
         partial payment relates but the order set out in sub-clauses 27.6.2,
         27.6..3 and 27.6.4 of Clause 27.6 (Partial Payments) may be varied if
         agreed by all the Banks.

27.8     BUSINESS DAYS
         27.8.1   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).

         27.8.2   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.

28.      SET-OFF
         Each Obligor authorises each Bank, the Fronting Bank and the Overdraft
         Bank to apply any credit balance to which such Obligor is entitled on
         any account held by such Obligor with that Bank, the Fronting Bank or
         the Overdraft Bank in satisfaction of any sum due and payable from that
         Obligor to such Bank, the Fronting Bank or the Overdraft Bank but
         unpaid; for this purpose, each Bank, the Fronting Bank and the
         Overdraft 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.
         Neither any Bank, the Fronting Bank nor the Overdraft Bank shall be
         obliged to exercise any right given to it by this Clause 28. Any Bank,
         the Fronting Bank or the Overdraft Bank which exercises such rights
         will promptly notify the relevant Obligor of such application.

29.      REDISTRIBUTION OF PAYMENTS

29.1     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


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         under this Agreement and such amount is received or recovered other
         than in accordance with Clause 27 (Payments), then such Recovering Bank
         shall:

         29.1.1   notify the Agent of such receipt or recovery;

         29.1.2   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 27.6 (Partial Payments).

29.2     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 27.6 (Partial Payments).

29.3     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 29.2
         (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).

29.4     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:

         29.4.1   each Bank which has received a share of such relevant sum by
                  reason of the implementation of Clause 29.1 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

         29.4.2   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.

29.5     EXCEPTIONS
         This Clause 29 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.

29.6     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.


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30.      COMMITMENT COMMISSION AND FEES

30.1     COMMITMENT COMMISSION
         The Borrower shall pay to the Agent for account of each Bank or, as the
         case may be, the Overdraft Bank a commitment commission on:

         30.1.1   in respect of each Bank, the amount of such Bank's Available
                  Commitment from day to day during the period commencing on the
                  Closing Date and ending on the Final Maturity Date; and

         30.1.2   in respect of the Overdraft Bank, the unutilised portion of
                  the Overdraft Facility from day to day during the period
                  commencing on the Closing Date and ending on the Final
                  Maturity Date,

         in each case, such commitment commission to be calculated at the rate
         of 0.50 per cent. per annum and payable in arrear on the last day of
         each successive period of three months which ends during such period
         and on the Final Maturity Date.

30.2     ARRANGEMENT FEES
         The Borrower shall pay to Chase Manhattan plc as coordinating arranger
         the fees specified in the letter dated 11 August from inter alia the
         Lead Arrangers to the Borrower at the times, and in the amounts,
         specified in such letter.

30.3     AGENCY FEE
         The Borrower shall pay to the Agent for its own account the fees
         referred to in the agency fee letter dated 11 August from inter alia
         the Agent to the Borrower at the times, and in the amounts, specified
         in such letter.

31.      COSTS AND EXPENSES

31.1     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) 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 (including the accession and/or secession of
         Obligors). Any claims by the Agent or the Arrangers made upon the
         Borrower pursuant to this Clause shall be accompanied by appropriate
         invoices.

31.2     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 45 (Group Structure Changes
         and Permissions).


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31.3     STAMP TAXES
         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.

31.4     BANKS' LIABILITIES FOR COSTS
         If the Borrower fails to perform any of its obligations under this
         Clause 31, 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 31.4.

32.      GUARANTEE

32.1     GUARANTEE AND INDEMNITY
         Each Guarantor hereby irrevocably and unconditionally:

         32.1.1   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

         32.1.2   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.

32.2     CONDITIONS

         32.2.1   In respect of a Guarantor incorporated or established in
                  Germany, the Banks will repay any monies received by enforcing
                  the Guarantee if and to the extent such a Guarantor
                  demonstrates to the reasonable satisfaction of the Agent that
                  enforcing the Guarantee and repaying the guaranteed
                  Obligations out of the enforcement proceeds would result in a
                  decrease of assets necessary to maintain the relevant
                  Guarantor's, or, in the case of a limited partnership, the
                  Guarantor's general partner's registered share capital
                  (Stammkapital).

                  When calculating the assets necessary to maintain the
                  registered share capital, the following amounts shall not be
                  taken into account:


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<PAGE>   95
                  (a)      all capital increases made after execution of this
                           agreement not in accordance with the Facility
                           Documents;

                  (b)      all liabilities vis-a-vis other Group companies;

                  (c)      all loans or similar obligations against third
                           parties; and

                  (d)      all other liabilities that have been entered into in
                           violation of any provisions of the Facility
                           Documents.

                  In addition, where such Guarantor does not have sufficient
                  assets to maintain its, or its general partner's registered
                  share capital, the Guarantor shall realise (to the extent
                  legally permitted and PROVIDED THAT such asset is not
                  necessary for continuing the Guarantor's business
                  (betriebsnotwendig)) any and all of its assets (by disposal
                  thereof on arms length terms for full market value) which are
                  shown to have a book value (Buchwert) in such Guarantor's most
                  recent balance sheet that is significantly lower than the
                  market value of such asset or assets.

         32.2.2   In respect of a Guarantor incorporated in the Netherlands
                  which is a member of the Multikabel Group, the obligations of
                  such Guarantor in this Clause 32 (Guarantee) shall not extend
                  to (and accordingly no such Guarantee shall guarantee the
                  repayment of) any indebtedness of the Borrower outstanding
                  under any Multikabel Acquisition Advance.

33.      PRESERVATION OF RIGHTS

33.1     ADDITIONAL SECURITY
         The obligations of each of the Guarantors 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.

33.2     CONTINUING OBLIGATIONS
         The obligations of the Guarantors 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.

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


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<PAGE>   96
         33.3.1   the winding-up, dissolution, administration or re-organisation
                  of the Borrower or any other person or any change in its
                  status, function, control or ownership;

         33.3.2   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;

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

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

         33.3.5   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;

         33.3.6   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

         33.3.7   any other act, event or omission which, but for this Clause
                  33.3, might operate to discharge, impair or otherwise affect
                  any of the obligations of any of the Guarantors 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.

33.4     SETTLEMENT CONDITIONAL
         Any settlement or discharge between any 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.

33.5     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 Guarantors or
         any of them by any of the Facility Documents or by law:

         33.5.1   to make any demand of the Borrower or any other Obligor;

         33.5.2   to take any action or obtain judgement in any court against
                  the Borrower or any other Obligor;


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<PAGE>   97
         33.5.3   to make or file any claim or proof in a winding-up or
                  dissolution of the Borrower or any other Obligor; or

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

33.6     DEFERRAL OF GUARANTOR'S RIGHTS
         Each of the Guarantors 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:

         33.6.1   to be indemnified by the Borrower or any other Obligor; and/or

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

         33.6.3   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 (including the guarantee entered into by any other
                  Guarantor) taken pursuant to, or in connection with the
                  Facility Documents or any of them by all or any of the Finance
                  Parties.

33.7     SUSPENSE ACCOUNTS
         All moneys received, recovered or realised by a Finance Party by virtue
         of Clause 32.1 (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 a Guarantor to such Bank
         hereunder until the amount held in such account would be sufficient to
         discharge all amounts due and payable under the Facility Documents.

34.      THE AGENT, THE ARRANGERS, THE FRONTING BANK AND THE BANKS

34.1     APPOINTMENT OF THE AGENT
         The Arrangers, the Overdraft Bank, the Fronting Bank 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.


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<PAGE>   98
        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.

34.2     AGENT'S DISCRETIONS
         The Agent may:

         34.2.1   assume that:

                  (a)      any representation made by any Obligor or the Holding
                           Company 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 nor the Holding Company 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, the
                           Fronting Bank, the Overdraft Bank 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;

         34.2.2   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;

         34.2.3   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;

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

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

         34.2.6   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

         34.2.7   refrain from acting in accordance with any instructions of an
                  Instructing Group to begin any legal action or proceeding


                                      -94-
<PAGE>   99
                  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.

34.3     AGENT'S OBLIGATIONS
         The Agent shall:

         34.3.1   promptly inform each Bank, the Fronting Bank, the Overdraft
                  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;

         34.3.2   promptly notify each Bank, the Fronting Bank, the Overdraft
                  Bank and the Security Trustee of the occurrence of any Event
                  of Default or any default by any of the Obligors or the
                  Holding Company 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;

         34.3.3   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, the Fronting Bank, the Overdraft
                  Bank and all of the Banks; and

         34.3.4   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.

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

         34.4.1   be bound to enquire as to:

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

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

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

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


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<PAGE>   100
         34.4.2   be bound to account to any Bank or to the Overdraft Bank for
                  any sum or the profit element of any sum received by it for
                  its own account;

         34.4.3   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;

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

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

34.5     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 Borrowers) 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.

34.6     EXCLUSION OF LIABILITIES
         Neither the Agent nor the Arrangers nor any of them accepts any
         responsibility for the accuracy and/or completeness of the Information
         Memorandum or any other 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.

34.7     NO ACTIONS
         Each of the Banks, the Fronting Bank and the Overdraft Bank 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
         34.6 (Exclusion of Liabilities).


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<PAGE>   101
34.8     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.

34.9     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 34.

34.10    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 34.9
         (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.

34.11    RIGHTS AND OBLIGATIONS
         If a successor to the Agent is appointed under the provisions of Clause
         34.10 (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
         34 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.

34.12    OWN RESPONSIBILITY
         It is understood and agreed by each Bank, the Fronting Bank and the
         Overdraft 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, the Multikabel Acquisition and each proposed Acquisition and,
         accordingly, each Bank, the Fronting Bank and the Overdraft 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:

         34.12.1  to check or enquire on its behalf into the adequacy, accuracy
                  or completeness of the Information Memorandum or any other
                  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, the Fronting Bank or
                  the


                                      -97-
<PAGE>   102
                  Overdraft Bank by the Agent and the Arrangers or any of them)
                  or in connection with the Multikabel Acquisition or any
                  proposed Acquisition; or

         34.12.2  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.

34.13    AGENCY DIVISION SEPARATE
         In acting as Agent for the Arrangers, the Fronting Bank, the Overdraft
         Bank 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 34, 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.

34.14    DELEGATION
         The Agent may delegate to any subsidiary of The Chase Manhattan
         Corporation 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 25.5 (Borrower's Indemnity),
         29 (Redistribution of Payments), 30 (Commitment Commission and Fees),
         31 (Costs and Expenses) or 32 (Guarantee) to the Agent shall be deemed
         also to refer to any such subsidiary or its successor.

34.15    BANKS' MANDATORY COST DETAILS
         Each Bank will supply the Agent with such information and in such
         detail as the Agent may require in order to calculate the Mandatory
         Cost Rate in accordance with Schedule 15 (Mandatory Costs).


35.      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.


36.      ASSIGNMENTS AND TRANSFERS BY THE OBLIGORS

         None of the Obligors nor the Holding Company shall be entitled to
         assign or transfer all or any of its rights, benefits and obligations
         under the Facility Documents.


37.      ASSIGNMENTS AND TRANSFERS BY BANKS

37.1     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 37.3
         (Transfers by Banks) all or any of its rights, benefits and obligations
         under the Facility Documents, PROVIDED THAT (a) any such assignment or
         transfer shall be in a minimum amount of EUR 5,000,000 (or in relation
         to Letters of Credit its equivalent in dollars) or, if less,


                                      -98-
<PAGE>   103
         the whole amount of such Bank's Commitment and (b) the prior written
         consent (such consent not to be unreasonably withheld) of the Fronting
         Bank has been obtained.

37.2     ASSIGNMENTS BY BANKS
         If any Bank assigns all or any of its rights and benefits under the
         Facility Documents in accordance with Clause 37.1 (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.

37.3     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 37.1 (Assignments and Transfers by Banks), then such transfer
         may be effected by the delivery to the Agent of a duly 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:

         37.3.1   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;

         37.3.2   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, the Holding Company
                  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 37 as "discharged
                  obligations");

         37.3.3   each of the Obligors, the Holding Company 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, the Holding Company and such Transferee have assumed
                  and/or acquired the same in place of the Obligors, the Holding
                  Company and such Bank; and

         37.3.4   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 Security Documents.



                                      -99-
<PAGE>   104
37.4     TRANSFER FEES
         On the date upon which a transfer takes effect pursuant to Clause 37.3
         (Transfers by Banks), the Transferee in respect of such transfer shall
         pay to the Agent for its own account a transfer fee of EUR 1500.

37.5     CONDITIONS
         The rights conferred on the Banks by this Clause 37 shall be subject to
         the following provisos:

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

         37.5.2   no Obligor shall be obliged by reason of any such assignment
                  or transfer to make any payment hereunder otherwise than in
                  accordance with Clause 27.1 (Payments to the Agent); and

         37.5.3   an assignee or Transferee shall not be entitled to receive any
                  payment under Clause 15 (Taxes) or Clause 17.1 (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.


38.      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.


39.      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:

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

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

         39.1.3   any proposed reduction in the Margin, commitment fee or Letter
                  of Credit Commission; and



                                     -100-
<PAGE>   105
         39.1.4   any proposed release of any encumbrance created pursuant to
                  any Security Document.

40.      CALCULATIONS AND EVIDENCE OF DEBT

40.1     BASIS OF ACCRUAL
         Interest, commitment commission and Letter of Credit 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 or, in any case where
         the practice in the London Interbank Market differs, in accordance with
         that market practice.

40.2     QUOTATIONS
         If on any occasion a Reference Bank or Bank fails to supply the Agent
         with a quotation required of it under the foregoing provisions of this
         Agreement, the rate for which such quotation was required shall be
         determined from those quotations which are supplied to the Agent.

40.3     EVIDENCE OF DEBT
         Each Bank, the Fronting Bank and the Overdraft Bank shall maintain in
         accordance with its usual practice accounts evidencing the amounts from
         time to time lent by and owing to it hereunder and its L/C Proportion
         of any Letter of Credit issued.

40.4     CONTROL ACCOUNTS
         The Agent shall maintain on its books a control account or accounts in
         which shall be recorded (a) the amount of any Advance made or arising
         hereunder, and the face amount of any Letter of Credit issued and each
         Bank's share therein, (b) the amount of all principal, interest and
         other sums due or to become due from any of the Obligors to any of the
         Banks hereunder and each Bank's share therein and (c) the amount of any
         sum received or recovered by the Agent hereunder and each Bank's share
         therein.

40.5     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 40.3 (Evidence of Debt) and Clause 40.4 (Control Accounts) shall
         be prima facie evidence of the existence and amounts of the obligations
         of the Obligors therein recorded.

40.6     CERTIFICATE OF BANKS
         A certificate of a Bank or the Overdraft Bank as to (a) the amount by
         which a sum payable to it hereunder is to be increased under Clause 15
         (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 15.2 (Tax Indemnity), Clause 17.1 (Increased Costs) or Clause
         25.2 (Borrower's Indemnity) or (c) the amount of any credit, relief,
         remission or repayment as is mentioned in Clause 16.3 (Tax Credit
         Payment) or Clause 16.4 (Tax Credit Clawback) shall be prima facie
         evidence for the purposes of this Agreement.



                                     -101-
<PAGE>   106
40.7     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 32 (Guarantee).


41.      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.


42.      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.


43.      NOTICES

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

43.2     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 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) or, in relation to the Obligors or the
         Holding Company, 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


                                     -102-
<PAGE>   107
         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).

43.3     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.

43.4     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:

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

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

         43.4.3   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); and

         43.4.4   in the case of each Additional Guarantor, in the relevant
                  Guarantor Accession Memorandum,

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


44.      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.


45.      GROUP STRUCTURE CHANGES AND PERMISSIONS

45.1     ADDITIONAL GUARANTORS
         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:

         45.1.1   if any person becomes a member of the Group, the Borrower
                  shall procure that within 14 days of such person becoming a
                  Group member (to the extent permitted by applicable law) such
                  Group member delivers to the Agent a Guarantor Accession
                  Memorandum duly executed by such person together with the
                  documents set out in Schedule 8 (Documents to Accompany
                  Guarantor Accession Memorandum) all in form and substance
                  satisfactory to the Agent;


                                     -103-
<PAGE>   108
         45.1.2   if any member of the Group acquires (whether pursuant to an
                  Acquisition or an intra-Group transfer) any shares or a
                  partnership interest in any person or any assets then the
                  Borrower shall procure that (to the extent permitted by
                  applicable law) such member of the Group and, where the
                  Holding Company holds 1% of the shares in such person, the
                  Holding Company executes encumbrances on substantially the
                  same terms as the appropriate Share Pledges and procures that
                  such newly acquired entity (to the extent permitted by
                  applicable law) grants encumbrances upon the terms of the
                  relevant Security Documents, and provides the Agent with such
                  documents and evidence (including legal opinions) as it may
                  require that such have been duly executed and delivered by
                  such person and are legal, valid, binding and enforceable in
                  accordance with their terms; and

         45.1.3   the Borrower shall ensure that all relevant 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.

45.2     ADDITIONAL SECURITY
         Subject always to the requirements and application of any applicable
         law the Borrower shall procure that:

         45.2.1   any member of the Group which is not an Operating Company
                  which becomes an Operating Company and any company which
                  becomes a member of the Group and is an Operating Company
                  promptly executes (to the extent permitted by applicable law)
                  encumbrances on substantially identical terms to the Security
                  Documents; and

         45.2.2   any Obligor which opens a bank account permitted by the terms
                  of this Agreement after the date hereof, and any person which
                  becomes an Obligor which has bank accounts in existence at the
                  date of becoming an Obligor promptly executes (to the extent
                  permitted by applicable law and the general terms and
                  conditions of the relevant bank which provides any such
                  account (to the extent that such terms and conditions are
                  standard in the relevant jurisdiction)) encumbrances on
                  substantially identical terms to the Account Pledges or, as
                  the case may be, the Target Account Pledges over such bank
                  account,

        and shall promptly provide the Agent with such documents and evidence
        (including legal opinions) as it may require that such has been duly
        executed and delivered by such person and is legal, valid, binding and
        enforceable in accordance with its terms and that, in the case of
        sub-clause 45.2.1, all relevant Relevant Contracts and Necessary
        Authorisations have been entered into.



                                     -104-
<PAGE>   109
45.3     MULTIKABEL ACQUISITION

         45.3.1   The Borrower shall procure that without delay after the
                  completion of the Multikabel Acquisition and in any event
                  within 14 days thereafter each member of the Multikabel Group
                  listed in Schedule 9 (Members of the Multikabel Group Granting
                  Security):

                  (a)      accedes hereto as a Guarantor in accordance with
                           sub-clause 45.1.1 of Clause 45.1 (Additional
                           Guarantors) ; and

                  (b)      creates security in favour of the Finance Parties by
                           executing the Target Security.

         45.3.2   PrimaCom Netherlands Holding BV shall without delay after the
                  completion of the Multikabel Acquisition and in any event
                  within 14 days thereafter create security in favour of the
                  Finance Parties by executing a Target Share Pledge in respect
                  of its shareholding in Multikabel.

45.4     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 45.

45.5     WAIVER OF CERTAIN SECURITY REQUIREMENTS
         The parties hereto acknowledge and agree that, notwithstanding the
         other provisions of this Agreement:

         45.5.1   given the shareholder structure of the companies of the Group
                  listed below, it will not be possible for those companies to
                  execute this Agreement, grant any security rights in
                  connection with this Agreement and/or have shares or limited
                  partnership interests, as the case may be, in those companies
                  pledged, due to blocking minorities in those companies (which
                  may also use their blocking rights in the general partner to
                  have effects in the respective limited partnership):

<TABLE>
<CAPTION>
                  NO              COMPANY                     STATED        PERCENTAGE    NUMBER OF
                                                          CAPITAL/CAPITAL   OF HOLDING   SUBSCRIBERS
                                                           CONTRIBUTION

<S>               <C>   <C>                               <C>               <C>          <C>
                  1.    Kabelcom Braunschweig GmbH          DM 2,000,000     0,415%       ---

                  2.    Kabelcom Halbertstadt               DM 100,000       72,6%        9,273
                        Gesellschaft fur
                        Breitbandkabelkommunikation
                        mbH

                  3.    Kabelcom Osnabruck                  DM 9,940,000     100%         38,983
                        Gesellschaft fur
                        Breitbandkabelkommunikation
                        mbH & Co. KG, Osnabruck
</TABLE>



                                     -105-
<PAGE>   110
<TABLE>
<CAPTION>
                  NO              COMPANY                     STATED        PERCENTAGE    NUMBER OF
                                                          CAPITAL/CAPITAL   OF HOLDING   SUBSCRIBERS
                                                           CONTRIBUTION

<S>               <C>   <C>                               <C>               <C>          <C>
                  4.    Kabelcom Osnabruck                  DM 50,000        76%          ---
                        Beteiligungsgesellschaft fur
                        Breitbandkabelkommunikation
                        mbH, Osnabruck

                  5.    MainzKom Telekommunikation          DM 4,000,000     26%          ---
                        GmbH

                  6.    MDF 1 Lokales Fernsehen             DM 100,000       24,5%        ---
                        Magdeburg GmbH                                       + 0,5%

                  7.    PKG Kabelbeitriebsgesellschaft      DM 50,000        80%          3,167
                        MbH, Heidenau

                  8.    TV Halle Fernsehgesellschaft                         25%          ---
                        mbH
</TABLE>

         45.5.2   given the structure of interests held in those companies
                  listed below and the legal requirements under the laws
                  applicable to No. 2 and 3 of such companies to disclose any
                  security rights granted to the public authorities, and the
                  fact that the company under No. 1 is a pure shelf company,
                  those companies will neither execute this Agreement, grant any
                  security rights in connection with this Agreement and/or have
                  shares in those companies pledged:

<TABLE>
<CAPTION>
                  NO              COMPANY                      STATED       PERCENTAGE    NUMBER OF
                                                          CAPITAL/CAPITAL   OF HOLDING   SUBSCRIBERS
                                                           CONTRIBUTION
<S>               <C>   <C>                               <C>               <C>          <C>
                  1.    PrimaCom                            DM 50,000        100%         ---
                        Kabelbetriebsgesellschaft
                  2.    PrimaTV broadcasting GmbH,          DM 50,000        100%         ---
                        Mainz
                  3.    PrimaCom Projektmanagement          DM 50,000        100%         ---
                        GmbH, Eschborn
</TABLE>


46.      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:



                                     -106-
<PAGE>   111
         46.1.1   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 any Advance or Letter
                           of Credit as the case may be, or any Bank's
                           Commitment or any payment;

                  (c)      alter the Margin, the rate of interest, the L/C
                           Commission Rate or its method of calculation;

                  (d)      alter this Clause 46;

                  (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 any guarantee given by the
                           Guarantor(s); or

                  (h)      waive the delivery, in satisfactory form and
                           substance, of any of the documents listed in Schedule
                           3 (Conditions Precedent) hereto prior to the first
                           Notice of Drawdown; and

         46.1.2   any waiver, consent, variation or amendment which directly
                  affects the rights and/or obligations of the Agent, the
                  Arrangers, the Fronting Bank 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 46.1.1 shall be binding on each Obligor, the
        Holding Company, 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.


47.      LAW

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

47.2     OVERDRAFT FACILITY
         In addition to the provisions of this Agreement, the General Business
         Conditions of Chase Manhattan Bank AG in the form set out in Schedule
         10 (General Business Conditions) (as amended from time to time and
         notified to the Borrower) shall be applicable, and, for the purposes
         thereof, references therein to customer (Kunde) shall apply, mutatis
         mutandis, to each Obligor and to bank (Bank) shall apply, mutatis
         mutandis, to each Bank. For the avoidance of doubt, both the German and
         English versions of the General Business Conditions are set out in
         Schedule 10 (General Business Conditions). However, the German version
         shall at all times prevail.


                                     -107-
<PAGE>   112
48.      JURISDICTION

48.1     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).

48.2     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.

48.3     NON-EXCLUSIVE JURISDICTION
         The submission to the jurisdiction of the courts referred to in Clause
         48.1 (English Courts) is for the benefit of the Finance Parties only.
         As a result and notwithstanding Clause 48.1 (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 the taking of proceedings in any other
         jurisdiction (whether concurrently or not) if and to the extent
         permitted by applicable law.

48.4     SERVICE OF PROCESS
         Each of the Holding Company and 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 48.4 ceases to be effective, the Holding Company 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 Holding Company 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 48.4 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.



                                     -108-
<PAGE>   113
                                   SCHEDULE 1


                                    THE BANKS

<TABLE>
<CAPTION>
BANK                                                            COMMITMENT (EUR)
<S>                                                             <C>
Barclays Bank PLC                                                 125,000,000
Dresdner Bank AG in Hamburg                                       125,000,000
Fortis Bank (Nederland) N.V.                                      125,000,000
ING Bank N.V.                                                     125,000,000
NB International Finance B.V.                                     125,000,000
The Chase Manhattan Bank, London branch                           110,000,000
The Royal Bank of Scotland plc                                    125,000,000
The Toronto-Dominion Bank                                         125,000,000
TOTAL                                                           EUR 985,000,000
</TABLE>






                                     -109-
<PAGE>   114
                                   SCHEDULE 2

                          FORM OF TRANSFER CERTIFICATE

To:  Chase Manhattan Bank AG

                              TRANSFER CERTIFICATE

relating to the agreement (as from time to time amended, varied, novated or
supplemented, the "Facility Agreement") dated [       ] 2000 whereby a
EUR 985,000,000 loan and letter of credit facility was made available to the
Borrower (as defined therein) by a group of banks on whose behalf Chase
Manhattan Bank AG 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", "REVOLVING ADVANCE(S)" or "LETTERS OF CREDIT"
     accurately summarises its participation in, and the Term and Interest
     Payment Date of, one or more existing Advances or Letters of Credit, as the
     case may be, 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 such Advance(s) and/or Letters of Credit, as the case may
     be, 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 37.3
     (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


                                     -110-
<PAGE>   115
     satisfaction of the conditions (if any) subject to which this Transfer
     Certificate is expressed to take effect.

6.   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 any Obligor or the Holding Company 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.

7.   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 any of the Obligors or the Holding
     Company 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.

8.   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

9.   Bank:

10.  Transferee:

11.  Transfer Date:

12.  Commitment:

             Bank's Commitment                  Portion Transferred

13.  Advance(s):

<TABLE>
<S>                      <C>                    <C>                     <C>
                         Amount of              Term and
                         Bank's Participation   Interest Payment Date   Portion Transferred

     Letters of Credit

     Portion             Term and               Portion of
                         Expiry Date            Letters of Credit
                                                Transferred
</TABLE>

[Transferor Bank]                   [Transferee Bank]

By:                                         By:

Date:                                       Date:


                                     -111-
<PAGE>   116
                      ADMINISTRATIVE DETAILS OF TRANSFEREE


Address:

Contact Name:

Account for Payments:

Telex:

Telephone:









                                     -112-
<PAGE>   117
                                   SCHEDULE 3

                          CONDITION PRECEDENT DOCUMENTS

1.       A copy of the constitutional documents of each Obligor and the Holding
         Company, certified at the date hereof a true copy by a duly authorised
         officer or managing director of such Obligor or the Holding Company, as
         the case may be, including its Commercial Register extract and Articles
         of Incorporation (Gesellschaftvertrag) (or a copy of the Commercial
         Register extract and Articles of Incorporation certified a true copy as
         at 29 June together with certification by a duly authorised officer
         that such materials remain up to date and have not been changed) and
         including, in the case of each Obligor or the Holding Company
         incorporated in Germany, any shareholder resolutions previously passed
         but not registered or, in the case of each Obligor which is a limited
         partnership, its partnership agreement.

2.       A copy certified at the date hereof a true copy by a duly authorised
         officer or managing director of each Obligor and the Holding Company of
         the board minutes, 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 to which it is party, and the terms and conditions thereof
         and authorising a named person or persons to sign the Facility
         Documents to which it is party.

3.       A certificate in form and substance similar to the certificate set out
         in Schedule 15 (Requirements Certificate).

4.       A duly executed original of each of the Facility Documents (with the
         exception of the Target Security and the Additional Security), together
         with any agreements, documents or notices required to be delivered
         pursuant thereto.

5.       A legal opinion of Clifford Chance Punder, Frankfurt counsel to the
         Agent.

6.       A legal opinion of Clifford Chance, London counsel to the Agent.

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

8.       Copies of each of the Relevant Contracts and/or a list thereof.

9.       Duly executed originals of each of the fees letters referred to in
         Clauses 30.2 and 30.3 of this Agreement.

10.      Certified copies of each of the Original Financial Statements.

11.      Evidence that the insurances required by the terms of the Facility
         Documents to be maintained by the Group or on its behalf are in full
         force and effect and giving details of all such insurances.

12.      Evidence satisfactory to the Agent regarding the refinancing of the
         Existing PrimaCom Indebtedness out of the proceeds of the Advances to
         be made hereunder on the first Utilisation Date.



                                     -113-
<PAGE>   118
13.      Certificates from a managing director of the Borrower dated the date
         hereof and the date upon which the 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) and stating (in the case of
         any Group member in respect of which a Commercial Register extract has
         not been delivered) the capitalisation of each such member of the Group
         on such dates.

14.      Evidence that all arrangement and agency fees due from the Obligors in
         connection with the Facility Documents shall be paid out of the
         proceeds of first drawdown.

15.      Evidence that on the date of the first Utilisation of the Facility all
         Existing PrimaCom Encumbrances will be discharged.

16.      A certificate listing the encumbrances of the Financial Group and the
         Multikabel Group existing on the Closing Date (other than Permitted
         Encumbrances of the type described in paragraphs (a) to (g) inclusive
         and paragraph (j) of the definition thereof).

17.      A duly executed original of the Working Capital Facility and each
         agreement evidencing Subordinated Debt each in substance satisfactory
         to the Agent together with evidence satisfactory to the Agent that the
         Working Capital Facility and the Subordinated Debt is available for
         drawing (other than any condition contained in the Working Capital
         Facility that the Facility and the Overdraft Facility are available).

18.      A duly executed certified copy of the Multikabel Acquisition Agreement,
         together with certified copies of any shareholder and management
         agreements entered into by any member of the Multikabel Group each in
         substance satisfactory to the Agent.

19.      A certificate from a managing director of the Holding Company that to
         the best of its knowledge, having made due enquiry, at its date the
         Multikabel Group is in full compliance with all material terms and
         conditions of applicable Relevant Contracts and any intercreditor
         agreements and that all Licenses necessary for the business currently
         undertaken by the Multikabel Group are in effect save as disclosed in
         writing prior to the Closing Date to the Agent.

20.      A certificate in relation to the Multikabel Acquisition in form and
         substance similar to the certificate set out in Schedule 15
         (Requirements Certificate).

21.      Copies of documentation relating to Finance Leases permitted pursuant
         to sub-clause 23.2.2(f) of Clause 23.2 (Negative Covenants) in
         substance satisfactory to the Agent.

22.      A certificate from a managing director of the Holding Company
         confirming that to the best of its knowledge any assumptions contained
         in the consolidated business plan of the Financial Group delivered to
         the Finance Parties prior to the Closing Date related to tax loss
         carry-forward are reasonable in the context of Dutch GAAP and German
         GAAP.

23.      Group structure charts certified by the Holding Company in relation to
         (a) the Financial Group as at the Closing Date, (b) the Financial Group
         immediately after the


                                     -114-
<PAGE>   119
         completion of the Multikabel Acquisition and (c) the Financial Group
         immediately following the Reorganisation.

24.      Evidence that the process agent referred to in Clause 48.4 (Service of
         Process) has accepted its appointment.

25.      A copy of the pro forma consolidated semi-annual financial statements
         of the Holding Company, assuming completion of the Multikabel
         Acquisition, reviewed by Ernst & Young, for the six months ended 30
         June 2000.









                                     -115-
<PAGE>   120
                                   SCHEDULE 4

                               NOTICE OF DRAWDOWN

From:    PrimaCom Management GmbH

To:      Chase Manhattan Bank AG

Dated:   [             ]

Dear Sirs

1.       We refer to the agreement (as from time to time amended, varied,
         novated or supplemented, the "FACILITY AGREEMENT") dated [ ] and made
         between, inter alia, PrimaCom Management GmbH as borrower, the original
         guarantors named therein, Chase Manhattan Bank AG 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
         [an Advance/a Letter of Credit] to be [made to us/issued] under the
         Facility as follows:

         (a)      Amount:

         (b)      Drawdown Date/Issue Date:

         (c)      Term:

         (d)      Purpose:

         [(e)     Expiry Date:](1)

3.       We confirm that, at the date hereof, the Repeated Representations are
         true and no Event of Default or Potential Event of Default has occurred
         and is continuing unwaived or unremedied.

4.       [The proceeds of this drawdown should be credited to [insert account
         details].]

         or

         [We attach the agreed form of the letter of credit/letter of
         guarantee.]

5.       We confirm that, as at the proposed Utilisation Date, the Financial
         Group will be in compliance with Clause 22.1 (Total Leverage Ratio) and
         Clause 22.2 (Net Senior Leverage Ratio) of the Facility Agreement after
         taking into account the Utilisation requested herein. We attach the
         calculations demonstrating such compliance.




--------------------------------------------------------------------------------
1 Letters of Credit only.



                                     -116-
<PAGE>   121
6.       [The Advance requested herein is a Multikabel Acquisition Advance].(2)



                                Yours faithfully

                  ............................................
                           BY PRIMACOM MANAGEMENT GMBH










--------------------------------------------------------------------------------
2 To be inserted if Advance is a Multikabel Acquisition Advance. N.B. - includes
  Rollover Advances in respect thereof.

                                     -117-
<PAGE>   122
                                   SCHEDULE 5

                         FORM OF COMPLIANCE CERTIFICATE


To:      Chase Manhattan Bank AG            [Date]

RE:      FACILITY AGREEMENT (THE "FACILITY AGREEMENT") DATED [            ] 2000
         BETWEEN, INTER ALIA, (1) PRIMACOM MANAGEMENT GMBH AS BORROWER, (2) THE
         ORIGINAL GUARANTORS NAMED THEREIN, (3) CHASE MANHATTAN BANK AG, (4)
         CHASE MANHATTAN BANK AG AS SECURITY TRUSTEE, (5) CHASE MANHATTAN BANK
         AG, AS OVERDRAFT BANK AND (6) 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 Management GmbH, hereby
         certify that in respect of the Quarterly Period ending on [ ]:

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

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

                  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 EUR
                  [      ].

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

                  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 EUR
                  [      ].

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

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

                  Required Covenant:

                  Compliance:               Yes/No



                                     -118-
<PAGE>   123
         (d)      As at the end of such Quarterly Period Annualised EBITDA was
                  EUR [        ].

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

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

                  Required Covenant:

                  Compliance:               Yes/No

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

[I/We] confirm that having made due enquiry that no Event of Default or
Potential Event of Default has occurred, the Borrowers were in compliance with
the covenants contained in sub-clauses 22.1, 22.2, 22.3, 22.4 and 22.5 of Clause
22 (Financial Condition) of the Facility Agreement as at [      ].

                                Yours faithfully,

                       ..................................
                              Managing Director of
                            PRIMACOM MANAGEMENT GMBH






                                     -119-
<PAGE>   124
                                   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>



                                     -120-
<PAGE>   125
                                   SCHEDULE 7

                     FORM OF GUARANTOR ACCESSION MEMORANDUM

To:      Chase Manhattan Bank AG
From:    [Subsidiary]
Dated:

Dear Sirs,

1.       We refer to an agreement (the "Facility Agreement") dated [ ] 2000 and
         made between, inter alia, (1) PrimaCom Management GmbH as borrower, (2)
         the original guarantors named therein, (3) Chase Manhattan Bank AG as
         agent, (4) Chase Manhattan Bank AG as security trustee, (5) Chase
         Manhattan Bank AG as overdraft bank and (6) the financial institutions
         defined therein as Banks.

2.       Terms defined in the Facility Agreement shall bear the same meaning
         herein.

3.       [Subsidiary] (the "SUBSIDIARY") hereby agrees to be a Guarantor
         pursuant to sub-clause 45.1.1 of Clause 45.1 (Additional Guarantors) of
         the Facility Agreement and accordingly undertakes henceforth to perform
         all the obligations expressed to be undertaken under the Facility
         Agreement by a Guarantor in all respects as if it had been an original
         party thereto as an Original Guarantor.

4.       The Subsidiary, each Obligor and the Holding Company hereby makes, for
         the benefit of each Finance Party, each of the representations set out
         in Clause 20 (Representations) of the Facility Agreement.

5.       [Subsidiary's] administrative details are as follows:

         Address:

         Telephone No:

         Telex No:

         Telefax No:

6.       This notice shall be governed by and construed in all respects in
         accordance with English law.

7.       The Subsidiary 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 [name and address of process agent],
         or if different, its registered office. If the appointment of the
         person mentioned above ceases to be effective, the Subsidiary 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. Nothing contained
         herein shall restrict the right to serve process in any other manner
         allowed by law. This applies to Proceedings in England and to
         Proceedings elsewhere.



                                     -121-
<PAGE>   126
This memorandum is executed and delivered as a deed by [name of Subsidiary]:



[insert appropriate execution clause for a deed]



[List Obligors and Holding Company]

By:







                                     -122-
<PAGE>   127
                                   SCHEDULE 8

              DOCUMENTS TO ACCOMPANY GUARANTOR ACCESSION MEMORANDUM


1.       A copy, certified a true copy by a duly authorised officer or managing
         director of the proposed Guarantor, of the constitutive documents of
         such proposed Guarantor, including its Commercial Register extract and
         Articles of Incorporation (Gesellschaftsvertrag) and including in the
         case of a proposed Guarantor incorporated in Germany, any shareholders
         resolutions previously passed but not registered or, where the proposed
         Guarantor is a partnership, its partnership agreement.

2.       A copy, certified a true copy by a duly authorised officer or managing
         director of the proposed Guarantor, of a board and/or shareholder
         resolution (as the case may be) of such proposed Guarantor approving
         the execution and delivery of a Guarantor Accession Memorandum, the
         accession of such proposed Guarantor to this Agreement, the granting of
         security required under the Facility Documents and the performance of
         its obligations under the Facility Documents and authorising a person
         or persons (specified by name or office) on behalf of such proposed
         Guarantor to sign such Guarantor Accession Memorandum, any other
         Facility Document and any other documents to be delivered by such
         proposed Guarantor pursuant thereto.

3.       A certificate of a duly authorised officer of the proposed Guarantor
         setting out the names and signatures of the person or persons mentioned
         in the resolution referred to in paragraph 2 above.

4.       A certificate addressed to the Agent signed by two directors of the
         proposed Guarantor stating that the execution by such proposed
         Guarantor of the Facility Documents and the performance by such
         proposed Guarantor of its obligations thereunder are within its
         corporate powers, have been duly approved by all necessary corporate
         action and will not cause any limit or restriction on any of its powers
         (whether imposed by law, decree, rule, regulation, its constitutive
         documents or agreement or otherwise) or on the right or ability of its
         directors to execute such powers, to be exceeded or breached.

5.       Such Security Documents as the Agent may reasonably require, executed
         by the proposed Guarantor on equivalent terms to those previously
         executed by the Obligors (if any) originally party to the Facility
         Agreement which are the same type of legal entity as the proposed
         Guarantor with the same type of assets.

6.       A copy of its latest financial statements.

7.       Such legal opinions as may be reasonably required by the Agent in a
         form satisfactory to the Agent.

8.       If the proposed Additional Guarantor is incorporated in a jurisdiction
         other than England and Wales evidence that the process agent specified
         in the relevant Guarantor Accession Memorandum has agreed to act as its
         agent for the service of process in England.



                                     -123-
<PAGE>   128
                                   SCHEDULE 9

                MEMBERS OF THE MULTIKABEL GROUP GRANTING SECURITY

                     N.V. Kabeltelevisie Kop Noord - Holland

                            Communikabel Holding B.V.

                          Noord - Holland Digitaal B.V.

                                Communikabel N.V.







                                     -124-
<PAGE>   129
                                  SCHEDULE 10

                           GENERAL BUSINESS CONDITIONS








                                     -125-
<PAGE>   130
                                  SCHEDULE 11

                     FORMS OF LETTER OF CREDIT AND GUARANTEE

                                     PART A
            FORM OF LETTER OF CREDIT TO BE ISSUED BY A FRONTING BANK

To:      [Beneficiary]

                                                              Date:

Dear Sirs

                    IRREVOCABLE LETTER OF CREDIT NO. [  ]

At the request and for the account of PrimaCom Management GmbH (the "OBLIGOR")
we [   ] (the "BANK") hereby issue this irrevocable letter of credit (this
"CREDIT") in favour of [Beneficiary] (the "BENEFICIARY") and upon the following
terms and conditions:

1.       In this Credit the following terms shall have the following meanings:

         "BUSINESS DAY" means a day upon which banks are generally open for
         commercial banking business in London, Frankfurt and New York; and

         "CLAIMED AMOUNT" shall have the meaning ascribed thereto in paragraph 4
         below.

2.       This Credit is effective immediately in a total amount of
         [EUR [      ]([        ] euros]/[$[   ] ([   ] United States dollars)].

3.       The maximum amount from time to time available to the Beneficiary from
         the Bank under this Credit shall equal the sum referred to in paragraph
         2 less the aggregate of all payments which have been made under this
         Credit pursuant to any demand previously delivered pursuant to
         paragraph 4 hereof.

4.       Subject to the other terms and conditions hereof, payment by the Bank
         under this Credit shall be made five Business Days after delivery to
         the Bank at its office at [   ] (or such other address in [   ] as the
         Bank may from time to time notify in writing to the Beneficiary for
         this purpose) of a letter of certification and demand substantially in
         the form of the Schedule hereto (the "CLAIM LETTER") addressed to the
         Bank, dated the date of delivery thereof, purporting to be signed for
         and on behalf of the Beneficiary and stating:

         (a)      that a specified amount of [euros]/[United States dollars]
                  (the "CLAIMED AMOUNT") has become due and payable by the
                  Obligor to the Beneficiary but has not been paid;

         (b)      that payment of such Claimed Amount is required to be made
                  under this Credit; and



                                     -126-
<PAGE>   131
         (c)      that no previous demand has been made of the Bank in respect
                  of the amount referred to in (a) above.

5.       The Bank hereby engages that payment, in respect of any Claimed Amount
         required to be paid pursuant to the provisions of paragraph 4 above,
         will be made by the Bank under this Credit (free and clear of and
         without deduction for or on account of any set-off or counterclaim) on
         the fifth Business Day from and inclusive of the date of its receipt of
         the Claim Letter validly delivered to the Bank in accordance with
         paragraph 4 above.

6.       Without prejudice to the Bank's obligations in respect of any Claim
         Letter validly delivered to the Bank in accordance with paragraph 4
         above prior to the termination hereof, this Credit shall terminate, and
         the amount available to the Beneficiary from the Bank under this Credit
         shall be reduced to zero at [ ] p.m. ([London] time) on [ ].

7.       This Credit may be terminated prior to the date specified in paragraph
         6 above by five Business Days' prior written notice to the Bank jointly
         given by both the Beneficiary and the Obligor.

8.       The Beneficiary's rights and obligations and the rights and obligations
         of the Bank under this Credit may not be assigned or transferred.

9.       Save only as may be inconsistent with the express terms of this Credit,
         this Credit is issued subject to the ICC Uniform Customs and Practice
         for Documentary Credits (1993 Revision) ICC Publication No. 500.

10.      The Bank shall not be obliged to deal in any way in relation to this
         Credit with any person other than the Beneficiary, irrespective of
         whether the Beneficiary is acting as principal or as the agent of or
         trustee for itself and/or any other persons.

11.      This Credit shall be governed by, and construed in accordance with,
         English law and for the benefit of the Beneficiary only, the courts of
         England shall have exclusive jurisdiction.

12.      This Credit sets out the entire undertaking of the Bank to the
         Beneficiary and shall not be modified or amended by reference to any
         instrument or document except as expressly provided herein.

                                Yours faithfully

                         ...............................
                             (authorised signatory)
                              For and on behalf of
                             [name of Fronting Bank]




                                     -127-
<PAGE>   132
              SCHEDULE TO IRREVOCABLE LETTER OF CREDIT NO. [   ]

                              FORM OF CLAIM LETTER

To:               [the Bank] of [address]

Attention:        [                  ]

                                                                [    ] 200[    ]

Dear Sirs

                   IRREVOCABLE LETTER OF CREDIT NO. [   ]

1.       We refer to the irrevocable letter of credit No. [    ] (the "CREDIT")
         issued on [    ] 200[  ] in our favour by you. Terms defined therein
         shall have the same meaning in this Claim Letter.

2.       We hereby certify that:

         (a)      an amount of [EUR [    ]]/[$[    ]] has become due and payable
                  by the Obligor, payment of such amount is required to be made
                  under the Credit and has been demanded from the Obligor and
                  remains unpaid as at the date hereof; and

         (b)      no previous demand has been made by us under the Credit in
                  respect of the amount referred to in (a) above.

3.       Accordingly, we hereby demand payment under the Credit of an amount of
         [       ](3).

                                Yours faithfully



                              for and on behalf of
                                  [BENEFICIARY]






--------------------------------------------------------------------------------
3 Not to exceed amount referred to in paragraph 2(a) above



                                     -128-
<PAGE>   133
                                   SCHEDULE 11

                                     PART B
                FORM OF GUARANTEE TO BE ISSUED BY A FRONTING BANK


To:      Beneficiary

                                                                           Date:

Dear Sirs

                        IRREVOCABLE GUARANTEE NO. [   ]

At the request and for the account of PrimaCom Management GmbH (the "OBLIGOR")
we [       ] (the "BANK") hereby issue this irrevocable guarantee (this
"GUARANTEE") in favour of [Beneficiary] (the "BENEFICIARY") in respect of a
Facility Agreement dated [   ] 2000 and upon the following terms and conditions:

1.       In this Guarantee the following terms shall have the following
         meanings:

"BUSINESS DAY" means a day upon which banks are generally open for commercial
banking business in London, Frankfurt and New York; and

"GUARANTEED AMOUNT" shall have the meaning ascribed thereto in paragraph 4
below.

2.       This Guarantee is effective immediately in a total amount of
         [EUR[    ]([    ] euros)]/$[     ] ([     ] United States dollars)].

3.       The maximum amount from time to time available to the Beneficiary from
         the Bank under this Guarantee shall equal the sum referred to in
         paragraph 2 less the aggregate of all payments which have been made
         under this Guarantee pursuant to any demand previously delivered
         pursuant to paragraph 4 hereof.

4.       Subject to the other terms and conditions hereof, payment by the Bank
         under this Guarantee shall be made five Business Days after delivery to
         the Bank at its office at [ ] (or such other address in [ ] as the Bank
         may from time to time notify in writing to the Beneficiary for this
         purpose) of a letter of certification and demand substantially in the
         form of the Schedule hereto (the "CLAIM LETTER") addressed to the Bank,
         dated the date of delivery thereof, purporting to be signed for and on
         behalf of the Beneficiary and stating:

         (a)      that a specified amount of [euros]/[United States dollars]
                  (the "GUARANTEED AMOUNT") has become due and payable by the
                  Obligor to the Beneficiary but has not been paid;

         (b)      that payment of such Guaranteed Amount is required to be made
                  under this Guarantee; and

         (c)      that no previous demand has been made of the Bank in respect
                  of the amount referred to in (a) above.



                                     -129-
<PAGE>   134
5.       The Bank hereby engages that payment, in respect of any Guaranteed
         Amount required to be paid pursuant to the provisions of paragraph 4
         above, will be made by the Bank under this Guarantee (free and clear of
         and without deduction for or on account of any set-off or counterclaim)
         on the fifth Business Day from and inclusive of the date of its receipt
         of the Claim Letter validly delivered to the Bank in accordance with
         paragraph 4 above.

6.       Without prejudice to the Bank's obligations in respect of any Claim
         Letter validly delivered to the Bank in accordance with paragraph 4
         above prior to the termination hereof, this Guarantee shall terminate,
         and the amount available to the Beneficiary from the Bank under this
         Guarantee shall be reduced to zero at [    ] p.m. ([London] time) on
         [       ].

7.       This Guarantee may be terminated prior to the date specified in
         paragraph 6 above by five Business Days' prior written notice to the
         Bank jointly given by both the Beneficiary and the Obligor.

8.       The Beneficiary's rights and obligations and the rights and obligations
         of the Bank under this Guarantee may not be assigned or transferred.

9.       The Bank shall not be obliged to deal in any way in relation to this
         Guarantee with any person other than the Beneficiary, irrespective of
         whether the Beneficiary is acting as principal or as the agent of or
         trustee for itself and/or any other persons.

10.      This Guarantee shall be governed by, and construed in accordance with,
         English law and for the benefit of the Beneficiary only, the courts of
         England shall have exclusive jurisdiction.

11.      This Guarantee sets out the entire undertaking of the Bank to the
         Beneficiary and shall not be modified or amended by reference to any
         instrument or document except as expressly provided herein.

                                Yours faithfully



                         ...............................
                             (authorised signatory)
                              For and on behalf of
                             [name of Fronting Bank]



                                     -130-
<PAGE>   135
                 SCHEDULE TO IRREVOCABLE GUARANTEE NO. [     ]

                              FORM OF CLAIM LETTER

To:               [the Bank] of [address]

Attention:        [                   ]

                                                                  [    ] 200[ ]

Dear Sirs

                      IRREVOCABLE GUARANTEE NO. [   ]

1.       We refer to the irrevocable Guarantee No. [  ] (the "GUARANTEE") issued
         on [   ] 200[ ] in our favour by you. Terms defined therein shall have
         the same meaning in this Claim Letter.

2.       We hereby certify that:

         (a)      an amount of [EUR[     ]]/[$[   ]] has become due and payable
                  by the Obligor, payment of such amount is required to be made
                  under the Guarantee and has been demanded from the Obligor and
                  remains unpaid as at the date hereof; and

         (b)      no previous demand has been made by us under the Guarantee in
                  respect of the amount referred to in (a) above.

3.       Accordingly, we hereby demand payment under the Guarantee of an amount
         of [      ](4).

                                Yours faithfully



                              for and on behalf of
                                  [BENEFICIARY]






--------------------------------------------------------------------------------
4 Not to exceed amount referred to in paragraph 2(a) above

                                     -131-
<PAGE>   136
                                  SCHEDULE 12

                           FACILITY REDUCTION SCHEDULE


<TABLE>
<CAPTION>
REDUCTION DATE                                PERCENTAGE REDUCTION
<S>                                           <C>
31 March 2003                                 1.250%
30 June 2003                                  1.250%
30 September 2003                             1.250%
31 December 2003                              1.250%
31 March 2004                                 2.500%
30 June 2004                                  2.500%
30 September 2004                             2.500%
31 December 2004                              2.500%
31 March 2005                                 2.500%
30 June 2005                                  2.500%
30 September 2005                             2.500%
31 December 2005                              2.500%
31 March 2006                                 2.500%
30 June 2006                                  2.500%
30 September 2006                             2.500%
31 December 2006                              2.500%
31 March 2007                                 3.125%
30 June 2007                                  3.125%
30 September 2007                             3.125%
31 December 2007                              3.125%
31 March 2008                                 4.500%
30 June 2008                                  4.500%
30 September 2008                             4.500%
31 December 2008                              4.500%
31 March 2009                                 11.500%
30 June 2009                                  11.500%
30 September 2009                             11.500%
                                              -----------
                                              100%
</TABLE>





                                     -132-
<PAGE>   137
                                  SCHEDULE 13

                             THE ORIGINAL GUARANTORS


Acotec Kabelvision GmbH (to be renamed as PrimaCom Region Sudwest II GmbH)
ad media Gesellschaft mit beschankter Haftung & Co. Local TV KG
ad media Medienbeteiligungsgesellschaft mbH
Antennen-Lindemann Verwaltungs GmbH (to be renamed PrimaCom Region Magdeburg
Verwaltungs GmbH)
APA Basic Beteiligungsgesellschaft mbH
Dritte Kabelvision Management Beteiligungs Verwaltungs GmbH, Eschborn (to be
renamed PrimaCom Region Angelbachtal Verwaltungs GmbH)
Erste Kabelvision Management Beteiligungs Verwaltungs GmbH, Eschborn (to be
renamed PrimaCom Region Dresden Verwaltungs GmbH)
Innocom Schwerin Kabel- Antennen -und Kommunikationsanlagen Service Verwaltungs
GmbH, Eschborn (to be renamed as PrimaCom Region Schwerin Verwaltungs GmbH)
ISIT Ingenieurgesellschaft fur Satelliten-Informations-und
Telekommunikationstechnik mbH, Frankfurt (to be renamed as PrimaCom Region
Berlin Verwaltungs GmbH)
Kabelcom Aachen Gesellschaft fur Kabelkommunikation mbH, Aachen
Kabelcom Aachen Gesellschaft fur Kabelkommunikation mbH & Co. KG, Aachen
Kabelcom Wiesbaden Gesellschaft fur Breitbandkabelkommunikation Beteiligungs
GmbH, Wiesbaden
Kabel-Fernsehen Leipzig Verwaltungs GmbH, Leipzig (to be renamed PrimaCom Region
Leipzig Verwaltungs GmbH)
KabelMedia Erste Fernsehkabelbeteiligungs GmbH & Co. KG, Eschborn
KabelMedia Erste Fernsehkabelbeteiligungs Verwaltungs GmbH, Eschborn
KabelMedia Projektmanagement Kommunikationsnetze Verwaltungs GmbH, Eschborn (to
be renamed PrimaCom Projektmanagement Verwaltungs GmbH & Co. KG)
Kabelvision Delitzsch Verwaltungs GmbH, Leipzig
Kabelvision Wiedmann-Dettwiler St. Georgen Verwaltungs GmbH, Angelbachtal (to be
renamed PrimaCom Sudwest I Verwaltungs GmbH)
KFP Kabelfernsehen Plauen GmbH, Plauen (to be renamed PrimaCom Region Plauen
Verwaltungs GmbH)
PrimaCom Nord GmbH, Mainz
PrimaCom Kabelbetriebsgesellschaft mbH & Co KG, Region Berlin, Mainz
PrimaCom Kabelbetriebsgesellschaft mbH & Co KG, Region Hoyerswerda, Mainz
PrimaCom Kabelbetriebsgesellschaft mbH & Co KG, Region Leipzig, Mainz
PrimaCom Kabelbetriebsgesellschaft mbH & Co KG, Region Nordwest, Mainz
PrimaCom Kabelbetriebsgesellschaft mbH & Co KG, Region Plauen, Mainz
PrimaCom Kabelbetriebsgesellschaft mbH & Co KG, Region Sudwest, Mainz
PrimaCom Kabelbetriebsverwaltungsgesellschaft mbH, Mainz
PrimaCom Maintal GmbH & Co. KG, Mainz
PrimaCom Mettlach GmbH & Co. KG, Mainz
PrimaCom Nettetal GmbH & Co. KG, Mainz


                                     -133-
<PAGE>   138
PrimaCom Projektmanagement GmbH & Co. KG, Mainz
PrimaCom Region Angelbachtal GmbH & Co. KG, Mainz
PrimaCom Region Berlin GmbH & Co. KG, Ahrensfelde
PrimaCom Region Dresden GmbH & Co.KG, Mainz PrimaCom
Region Leipzig GmbH & Co. KG, Leipzig
PrimaCom Region Magdeburg GmbH & Co. KG, Magdeburg
PrimaCom Region Schwerin GmbH & Co. KG, Schwerin
PrimaCom Region Wiesbaden GmbH & Co. KG, Wiesbaden
PrimaCom Stormarn GmbH & Co. KG, Mainz
PrimaCom Sudwest I GmbH & Co. KG, Angelbachtal
PrimaCom Verl GmbH & Co. KG, Mainz
Suweda Kabelprojekt GmbH, Mainz
Zweite Kabelvision Management Beteiligungs GmbH & Co. KG, Mainz
Zweite Kabelvision Management Beteiligungs Verwaltungs GmbH, Frankfurt
PrimaCom Kabelbetriebsgesellschaft Chemnitz GmbH, Mainz
PrimaCom Netherlands Holding B.V.





                                     -134-
<PAGE>   139
                                  SCHEDULE 14

                                 MANDATORY COSTS

1.       The Mandatory Cost Rate is an addition to the interest rate to
         compensate Banks for the cost of compliance with (a) the requirements
         of the Financial Services Authority (or any other authority which
         replaces all or any of its functions) or (b) the requirements of the
         European Central Bank.

2.       On the first day of each Term (or as soon as possible thereafter) the
         Agent shall calculate, as a percentage rate, a rate (the "ADDITIONAL
         COSTS RATE") for each Bank, in accordance with paragraphs 3 and 4 set
         out below. The Mandatory Cost Rate will be calculated by the Agent as a
         weighted average of the Banks' additional costs rates (weighted in
         proportion to the percentage participation of each Bank in the relevant
         Advance) and will be expressed as a percentage rate per annum.

3.       The additional cost rate for each Bank lending from a Facility Office
         in a Participating Member State will be the percentage notified by that
         Bank to the Agent (details of which will be notified to the Borrower).
         The percentage will be the amount certified by the Bank in that
         notification to the Agent to be the cost reasonably computed by that
         Bank as being the reasonable costs incurred by it in complying with the
         minimum reserve requirements of the European Central Bank to the extent
         those costs are attributable to the funding of amounts outstanding
         under the Agreement.

4.       The additional cost rate for each Bank lending from a Facility Office
         in the United Kingdom will be calculated by the Agent as follows:

                        E x 0.01
                       ----------  per cent. per annum.
                          300

         Where:

         E        is the rate of charge payable by that Bank to the Financial
                  Services Authority pursuant to the Fee Regulations (but, for
                  this purpose, ignoring any minimum fee required pursuant to
                  the Fee Regulations) and expressed in pounds per L 1,000,000
                  of the Fee Base of that Bank.

5.       For the purposes of this Schedule:

         (a)      "FEE REGULATIONS" means the Banking Supervision (Fees)
                  Regulations 2000 or such other law as may be in force from
                  time to time in respect of the payment of fees for banking
                  supervision; and

         (b)      "FEE BASE" has the meaning given to it, and will be calculated
                  in accordance with, the Fee Regulations.

6.       Each Bank shall supply any information required by the Agent for the
         purpose of calculating the above formula. In particular, but without
         limitation, each Bank shall


                                     -135-
<PAGE>   140
         supply the following information in writing on or prior to the date on
         which it becomes a Bank:

         (a)      its jurisdiction of incorporation and the jurisdiction of its
                  Facility Office; and

         (b)      such other information that the Agent may reasonably require
                  for such purpose.

         Each Bank shall promptly notify the Agent in writing of any change to
         the information provided by it pursuant to this paragraph.

7.       The rate of charge of each Bank for the purpose of E above shall be
         determined by the Agent based upon the information supplied to it
         pursuant to paragraph 6 above and on the assumption that, unless a Bank
         notifies the Agent to the contrary, each Bank's obligations in relation
         to the Fee Regulations are the same as those of a typical bank from its
         jurisdiction of incorporation with a Facility Office in the same
         jurisdiction as its Facility Office.

         The Agent shall have no liability to any person if such determination
         results in an additional costs rate which over or under compensates any
         Bank and shall be entitled to assume that the information provided by
         any Bank pursuant to paragraphs 3 and 6 above is true and correct in
         all respects.

8.       The Agent shall distribute the additional amounts received pursuant to
         the Mandatory Cost Rate to the Banks on the basis of the additional
         costs rate for each Bank, in accordance with the above formula and
         based on the information provided by each Bank pursuant to paragraphs 3
         and 6 above.

9.       Any determination by the Agent pursuant to this Schedule in relation to
         a formula, the Mandatory Cost Rate, an additional costs rate or any
         amount payable to a Bank shall, in the absence of manifest error, be a
         conclusive determination for the purposes of this Agreement.

The Agent may from time to time, after consultation with the Borrower and the
Banks, determine and notify to all parties any amendments or variations which
are required to be made to this Schedule in order to comply with any change in
law or any requirements from time to time imposed by the Financial Services
Authority or the European Central Bank (or, in any case, any other authority
which replaces all or any of its functions) and any such determination shall, in
the absence of manifest error, be a conclusive determination for the purposes of
this Agreement.



                                     -136-
<PAGE>   141
                                  SCHEDULE 15
                            REQUIREMENTS CERTIFICATE

To:      Chase Manhattan Bank AG as Agent



Dear Sirs

1.       We refer to the agreement (as from time to time amended, varied,
         novated or supplemented, the "AGREEMENT") dated [ ] September 2000 and
         made between PrimaCom Management GmbH as borrower, the original
         guarantors named therein, Chase Manhattan Bank AG as agent, Chase
         Manhattan Bank AG as fronting bank, overdraft bank and security trustee
         and the financial institutions named therein as banks. Terms defined in
         the Agreement (as defined therein) shall have the same meaning in this
         certificate.

2.       The undersigned are the managing directors of the Borrower being
         entitled to represent the Borrower jointly.

3.       In connection with the Agreement the undersigned hereby confirm in the
         name and on behalf of the Borrower as of the date hereof that no law
         (other than the German statutory law already in existence as at the
         date hereof), decree, consent, licence, approval, registration or
         declaration is required to render the Facility Documents legal, valid,
         binding and enforceable, to make the Facility Documents admissible in
         evidence in each Obligor's and the Holding Company's jurisdiction of
         incorporation and to enable each of the Obligors and the Holding
         Company to perform its obligations thereunder, other than [    ].

Date:
         ---------------------


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


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




                                     -137-
<PAGE>   142
                                   SIGNATURES

THE HOLDING COMPANY

PRIMACOM AG

By: PAUL THOMASON                  ERNST UHLIG



THE BORROWER

PRIMACOM MANAGEMENT GMBH, ESCHBORN

By: PAUL THOMASON                 ERNST UHLIG

Address:    Hegelstr. 61
            55122 Mainz

Telephone:  00 49 6131 9310 100

Telefax:     00 49 6131 9310 509

All communications copied to:
Doser Amereller Noack/Baker & McKenzie
Bethmannstrasse 50-54
60311 Frankfurt
Germany

Telefax:          4969 2990 8108

Attention:        Christian Brodersen



THE GUARANTORS

ACOTEC KABELVISION GMBH (TO BE RENAMED AS PRIMACOM REGION SUDWEST II GMBH)

By:      ERNST UHLIG



AD MEDIA GESELLSCHAFT MIT BESCHANKTER HAFTUNG & CO. LOCAL TV KG

By:      ERNST UHLIG





                                     -138-
<PAGE>   143
AD MEDIA MEDIENBETEILIGUNGSGESELLSCHAFT MBH

By:      ERNST UHLIG



ANTENNEN-LINDEMANN VERWALTUNGS GMBH (TO BE RENAMED PRIMACOM REGION MAGDEBURG
VERWALTUNGS GMBH)

By:      ERNST UHLIG



APA BASIC BETEILIGUNGSGESELLSCHAFT MBH

By:      ERNST UHLIG



DRITTE KABELVISION MANAGEMENT BETEILIGUNGS VERWALTUNGS GMBH, ESCHBORN (TO BE
RENAMED PRIMACOM REGION ANGELBACHTAL VERWALTUNGS GMBH)

By:      ERNST UHLIG



ERSTE KABELVISION MANAGEMENT BETEILIGUNGS VERWALTUNGS GMBH, ESCHBORN (TO BE
RENAMED PRIMACOM REGION DRESDEN VERWALTUNGS GMBH)

By:      ERNST UHLIG



INNOCOM SCHWERIN KABEL- ANTENNEN -UND KOMMUNIKATIONSANLAGEN SERVICE VERWALTUNGS
GMBH, ESCHBORN (TO BE RENAMED AS PRIMACOM REGION SCHWERIN VERWALTUNGS GMBH)

By:      ERNST UHLIG



ISIT INGENIEURGESELLSCHAFT FUR SATELLITEN-INFORMATIONS-UND
TELEKOMMUNIKATIONSTECHNIK MBH, FRANKFURT (TO BE RENAMED AS PRIMACOM REGION
BERLIN VERWALTUNGS GMBH)

By:      ERNST UHLIG





                                     -139-
<PAGE>   144
KABELCOM AACHEN GESELLSCHAFT FUR KABELKOMMUNIKATION MBH, AACHEN

By:      ERNST UHLIG



KABELCOM AACHEN GESELLSCHAFT FUR KABELKOMMUNIKATION MBH & CO. KG, AACHEN

By:      ERNST UHLIG



KABELCOM WIESBADEN GESELLSCHAFT FUR BREITBANDKABELKOMMUNIKATION BETEILIGUNGS
GMBH, WIESBADEN

By:      ERNST UHLIG



KABEL-FERNSEHEN LEIPZIG VERWALTUNGS GMBH, LEIPZIG (TO BE RENAMED PRIMACOM REGION
LEIPZIG VERWALTUNGS GMBH)

By:      ERNST UHLIG



KABELMEDIA ERSTE FERNSEHKABELBETEILIGUNGS GMBH & CO. KG, ESCHBORN

By:      ERNST UHLIG



KABELMEDIA ERSTE FERNSEHKABELBETEILIGUNGS VERWALTUNGS GMBH, ESCHBORN

By:      ERNST UHLIG



KABELMEDIA PROJEKTMANAGEMENT KOMMUNIKATIONSNETZE VERWALTUNGS GMBH, ESCHBORN (TO
BE RENAMED PRIMACOM PROJEKTMANAGEMENT VERWALTUNGS GMBH & CO. KG)

By:      ERNST UHLIG



KABELVISION DELITZSCH VERWALTUNGS GMBH, LEIPZIG

By:      ERNST UHLIG



                                     -140-
<PAGE>   145
KABELVISION WIEDMANN-DETTWILER ST. GEORGEN VERWALTUNGS GMBH, ANGELBACHTAL (TO BE
RENAMED PRIMACOM SUDWEST I VERWALTUNGS GMBH)

By:      ERNST UHLIG                CHRISTINA UNGEHEUER



KFP KABELFERNSEHEN PLAUEN GMBH, PLAUEN (TO BE RENAMED PRIMACOM REGION PLAUEN
VERWALTUNGS GMBH)

By:      ERNST UHLIG



PRIMACOM NORD GMBH, MAINZ

By:      ERNST UHLIG



PRIMACOM KABELBETRIEBSGESELLSCHAFT MBH & CO KG, REGION BERLIN, MAINZ

By:      ERNST UHLIG



PRIMACOM KABELBETRIEBSGESELLSCHAFT MBH & CO KG, REGION HOYERSWERDA, MAINZ

By:      ERNST UHLIG



PRIMACOM KABELBETRIEBSGESELLSCHAFT MBH & CO KG, REGION LEIPZIG, MAINZ

By:      ERNST UHLIG



PRIMACOM KABELBETRIEBSGESELLSCHAFT MBH & CO KG, REGION NORDWEST, MAINZ

By:      ERNST UHLIG




                                     -141-
<PAGE>   146
PRIMACOM KABELBETRIEBSGESELLSCHAFT MBH & CO KG, REGION PLAUEN, MAINZ

By:      ERNST UHLIG



PRIMACOM KABELBETRIEBSGESELLSCHAFT MBH & CO KG, REGION SUDWEST, MAINZ

By:      ERNST UHLIG



PRIMACOM KABELBETRIEBSVERWALTUNGSGESELLSCHAFT MBH, MAINZ

By:      ERNST UHLIG



PRIMACOM MAINTAL GMBH & CO. KG, MAINZ
By:      ERNST UHLIG



PRIMACOM METTLACH GMBH & CO. KG, MAINZ

By:      ERNST UHLIG



PRIMACOM NETTETAL GMBH & CO. KG, MAINZ

By:      ERNST UHLIG



PRIMACOM PROJEKTMANAGEMENT GMBH & CO. KG, MAINZ

By:      ERNST UHLIG



PRIMACOM REGION ANGELBACHTAL GMBH & CO. KG, MAINZ

By:      ERNST UHLIG



PRIMACOM REGION BERLIN GMBH & CO. KG, AHRENSFELDE

By:      ERNST UHLIG                CHRISTINA UNGEHEUER



                                     -142-
<PAGE>   147
PRIMACOM REGION DRESDEN GMBH & CO.KG, MAINZ

By:      ERNST UHLIG



PRIMACOM REGION LEIPZIG GMBH & CO. KG, LEIPZIG

By:      ERNST UHLIG



PRIMACOM REGION MAGDEBURG GMBH & CO. KG, MAGDEBURG

By:      ERNST UHLIG



PRIMACOM REGION SCHWERIN GMBH & CO. KG, SCHWERIN

By:      ERNST UHLIG



PRIMACOM REGION WIESBADEN GMBH & CO. KG, WIESBADEN

By:      ERNST UHLIG



PRIMACOM STORMARN GMBH & CO. KG, MAINZ

By:      ERNST UHLIG



PRIMACOM SUDWEST I GMBH & CO. KG, ANGELBACHTAL

By:      ERNST UHLIG                CHRISTINA UNGEHEUER



PRIMACOM VERL GMBH & CO. KG, MAINZ

By:      ERNST UHLIG



SUWEDA KABELPROJEKT GMBH, MAINZ

By:      ERNST UHLIG





                                     -143-
<PAGE>   148
ZWEITE KABELVISION MANAGEMENT BETEILIGUNGS GMBH & CO. KG, MAINZ

By:      ERNST UHLIG



ZWEITE KABELVISION MANAGEMENT BETEILIGUNGS VERWALTUNGS GMBH, FRANKFURT

By:      ERNST UHLIG



PRIMACOM KABELBETRIEBSGESELLSCHAFT CHEMNITZ GMBH, MAINZ

By:      ERNST UHLIG



PRIMACOM NETHERLANDS HOLDING B.V.

By:      CHRISTINA UNGEHEUER



THE AGENT AND SECURITY TRUSTEE

CHASE MANHATTAN BANK AG

By:          JOHN MALET DE CARTERET

Address:     Gruneburgweg 2
             60322 Frankfurt/Main
             Germany

Telephone:   00 49 69 7158 2551
Telefax:     00 49 69 7158 2510
E-Mail:
Attention:



                                     -144-
<PAGE>   149
THE LEAD ARRANGERS

BANK OF AMERICA INTERNATIONAL LIMITED

By:      JOHN MALET DE CARTERET



BARCLAYS CAPITAL

By:      JOHN MALET DE CARTERET



CHASE MANHATTAN PLC

By:      JOHN MALET DE CARTERET



DRESDNER BANK AG, LONDON BRANCH

By:      JOHN MALET DE CARTERET



FORTIS BANK (NEDERLAND) N.V.

By:      JOHN MALET DE CARTERET



ING BANK N.V.

By:      JOHN MALET DE CARTERET



THE ROYAL BANK OF SCOTLAND PLC

By:      JOHN MALET DE CARTERET



TD BANK EUROPE LIMITED

By:      JOHN MALET DE CARTERET



                                     -145-
<PAGE>   150
THE FRONTING BANK

CHASE MANHATTAN BANK AG

By:      JOHN MALET DE CARTERET



THE OVERDRAFT BANK

CHASE MANHATTAN BANK AG

By:      JOHN MALET DE CARTERET



THE BANKS

BARCLAYS BANK PLC

By:      JOHN MALET DE CARTERET



DRESDNER BANK AG IN HAMBURG

By:      JOHN MALET DE CARTERET



FORTIS BANK (NEDERLAND) N.V.

By:      JOHN MALET DE CARTERET



ING BANK N.V.

By:      JOHN MALET DE CARTERET



NB INTERNATIONAL FINANCE B.V.

By:      JOHN MALET DE CARTERET



THE CHASE MANHATTAN BANK, LONDON BRANCH

By:      JOHN MALET DE CARTERET



                                     -146-
<PAGE>   151
THE ROYAL BANK OF SCOTLAND PLC

By:      JOHN MALET DE CARTERET



THE TORONTO-DOMINION BANK

By:      JOHN MALET DE CARTERET







                                     -147-