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                                                                     EXHIBIT 4.4

                             CO-ORDINATION AGREEMENT

                               dated 25 March 2002

                                     between


                                   PRIMACOM AG

                                       and

                            PRIMACOM MANAGEMENT GMBH

                                       and

                            THE PERSONS NAMED HEREIN
                                  as Guarantors


                                       and

              BANK OF AMERICA SECURITIES LIMITED, BARCLAYS CAPITAL,
                J.P. MORGAN PLC, DRESDNER BANK AG, LONDON BRANCH,
                  FORTIS BANK (NEDERLAND) N.V., ING BANK N.V.,
            THE ROYAL BANK OF SCOTLAND PLC and TD BANK EUROPE LIMITED
                            as Senior Lead Arrangers


                                       and

               BARCLAYS CAPITAL, DRESDNER BANK AG, LONDON BRANCH,
             J.P. MORGAN PLC, LEHMAN BROTHERS INTERNATIONAL (EUROPE)
                           and TD BANK EUROPE LIMITED
                           as Second Secured Arrangers


                                       and

                           J.P. MORGAN EUROPE LIMITED
          as Senior Agent, Second Secured Agent, Working Capital Agent,
            Administrative Agent and Second Secured Security Trustee


                                       and

                                 J.P. MORGAN AG
          as Fronting Bank, Overdraft Bank and Senior Security Trustee

                                       and

                         CERTAIN FINANCIAL INSTITUTIONS
      as Senior Lenders, Second Secured Lenders and Working Capital Lenders


                          [LINKLATERS & ALLIANCE LOGO]

                                   LINKLATERS


                                  Ref: GDM/PHPS

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                                TABLE OF CONTENTS

                                                                           PAGE

1.          DEFINITIONS AND INTERPRETATION...................................4
2.          PRIORITY OF AGREEMENT............................................7
3.          ACKNOWLEDGEMENT OF FINANCING ARRANGEMENTS........................7
4.          LOAN UNDER WORKING CAPITAL FACILITY..............................8
5.          SECOND LOAN DATE.................................................8
6.          NO DRAWDOWN OF SECOND LOAN.......................................9
7.          SHAREHOLDER APPROVAL.............................................9
8.          POSITIVE SHAREHOLDER APPROVAL...................................10
9.          NO SHAREHOLDER APPROVAL.........................................10
10.         AMENDMENT DATE..................................................11
11.         CONTINUING WITH THE SECOND SECURED FACILITY.....................14
12.         REPRESENTATIONS.................................................14
13.         BENEFIT OF AGREEMENT............................................15
14.         CHANGES TO THE PARTIES..........................................15
15.         NOTICES.........................................................17
16.         PARTIAL INVALIDITY..............................................18
17.         REMEDIES, WAIVERS AND AMENDMENTS................................18
18.         COSTS...........................................................19
19.         COUNTERPARTS....................................................19
20.         LAW.............................................................19
21.         JURISDICTION....................................................19
SCHEDULE 1 THE GUARANTORS...................................................21
SCHEDULE 2 THE SENIOR LENDERS...............................................23
SCHEDULE 3 SECOND SECURED LENDERS/WORKING CAPITAL LENDERS...................24
SCHEDULE 4 FORM OF ACCESSION DEED...........................................25
SCHEDULE 5 AMENDED AND RESTATED BANK INTERCREDITOR AGREEMENT................26
SCHEDULE 6 AMENDED AND RESTATED SECOND FACILITY AGREEMENT...................27

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THIS AGREEMENT is dated 25 March 2002 and made BETWEEN:

(1)   PRIMACOM AG ("PAG");

(2)   PRIMACOM MANAGEMENT GMBH ("PMG");

(3)   THE PERSONS named in Schedule 1 (THE GUARANTORS) as guarantors under the
      Senior Facility Agreement (the "GUARANTORS");

(4)   BANK OF AMERICA SECURITIES LIMITED, BARCLAYS CAPITAL (the investment
      banking division of Barclays Bank PLC), J.P. MORGAN PLC (AS SUCCESSOR TO
      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 senor lead arrangers (the "SENIOR LEAD ARRANGERS");

(5)   BARCLAYS CAPITAL (the investment banking division of Barclays Bank PLC),
      DRESDNER BANK AG, LONDON BRANCH, J.P. MORGAN PLC, LEHMAN BROTHERS
      INTERNATIONAL (EUROPE) and TD BANK EUROPE LIMITED as second secured
      arrangers (the "SECOND SECURED ARRANGERS");

(6)   J.P. MORGAN EUROPE LIMITED (as successor to Chase Manhattan International
      Limited) as senior agent (the "SENIOR AGENT"), as second secured agent
      (the "SECOND SECURED AGENT"), as working capital agent (the "WORKING
      CAPITAL AGENT"), as Administrative Agent (the "ADMINISTRATIVE AGENT") and
      as second secured security trustee (the "SECOND SECURED SECURITY
      TRUSTEE");

(7)   J.P. MORGAN AG (as successor to Chase Manhattan Bank AG) as fronting bank
      (the "FRONTING BANK"), as overdraft bank (the "OVERDRAFT BANK") and as
      senior security trustee (the "SENIOR SECURITY TRUSTEE");

(8)   THE FINANCIAL INSTITUTIONS named in Schedule 2 (THE SENIOR LENDERS) as
      senior lenders (the "SENIOR LENDERS"); and

(9)   THE FINANCIAL INSTITUTIONS named in Schedule 3 (SECOND SECURED
      LENDERS/WORKING CAPITAL LENDERS) as second secured lenders (the "SECOND
      SECURED LENDERS") and as working capital lenders (the "WORKING CAPITAL
      LENDERS").

RECITALS:

(A)   By a facility agreement dated 18 September 2000 as amended from time to
      time (the "SENIOR FACILITY AGREEMENT") made between PAG, PMG, the
      Guarantors, the Senior Lead Arrangers, J.P. Morgan AG (previously, Chase
      Manhattan Bank AG) now succeeded in this role by J.P. Morgan Europe
      Limited as agent (the "SENIOR AGENT"), J.P. Morgan AG as the Fronting
      Bank, the Overdraft Bank and the Senior Security Trustee and the Senior
      Lenders, a EUR 1,000,000,000 revolving loan, letter of credit and
      overdraft facility was made available by the Senior Lenders, the Fronting
      Bank and the Overdraft Bank to PMG on the terms and conditions set out in
      the Senior Facility Agreement.

(B)   By way of certain security documents dated 18 September 2000 and
      subsequently (together the "SENIOR SECURITY DOCUMENTS"), PAG, PMG and
      certain of its subsidiaries granted security in favour of the Senior
      Security Trustee for the Finance Parties (as defined in the Senior
      Facility Agreement) or in favour of each such party individually as
      security for obligations due under the

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      Facility Documents (as defined in the Senior Facility Agreement). A
      security trust agreement dated 18 September 2000 (the "SENIOR SECURITY
      TRUST AGREEMENT") made between the Senior Security Trustee, the Senior
      Agent, the Senior Lead Arrangers, the Senior Lenders, the Fronting Bank,
      the Overdraft Bank, PAG, PMG and the specified charging companies
      regulates the holding of the senior security by the Senior Security
      Trustee.

(C)   By a facility agreement dated as of September 18, 2000 (as amended from
      time to time), respectively (the "WORKING CAPITAL FACILITY AGREEMENT")
      made between PAG, J.P. Morgan Europe Limited (at that time, Chase
      Manhattan International Limited) as administrative agent and the Working
      Capital Lenders, a EUR 375,000,000 term loan facility was agreed to be
      made available by the Working Capital Lenders to PAG on the terms and
      conditions set out in the Working Capital Facility Agreement.

(D)   By an intercreditor agreement dated 18 September 2000 (as amended) (the
      "BANK INTERCREDITOR AGREEMENT") made between the Senior Lenders, the
      Working Capital Lenders, the Senior Agent, the Senior Security Trustee and
      the Working Capital Agent, certain intercreditor arrangements were entered
      into and agreed between the Senior Creditors (as defined therein) and the
      Working Capital Lenders, including provisions in respect of forced
      drawings under the Working Capital Facility and as regards enforcement of
      rights and amounts due under the Working Capital Facility Agreement.

(E)   By an intercreditor agreement dated 18 September 2000 (the "OBLIGOR
      INTERCREDITOR AGREEMENT") made between the Senior Agent, the Senior Lead
      Arrangers, the Overdraft Bank, the Fronting Bank, the Senior Lenders, PAG,
      the Obligors (as defined therein) and the Senior Secured Security Trustee,
      among other things, PAG agreed to subordinate amounts due, and other
      obligations owed, to it from the relevant obligors to amounts due, and
      other obligations owed, to the Beneficiaries (as defined therein) on the
      terms set out therein.

(F)   By a facility agreement dated on or about the date of this Agreement (the
      "SECOND SECURED FACILITY AGREEMENT") made, or to be made, between PAG, PMG
      (as guarantor), the Second Secured Arrangers, the Second Secured Lenders,
      the Second Secured Agent and the Second Secured Security Trustee, a EUR
      375,000,000 term loan facility has been, or has been agreed to be, made
      available to PAG on the terms and conditions set out therein.

(G)   By way of certain security documents dated on or about the date of this
      Agreement (the "SECOND SECURED SECURITY Documents"), PMG has granted, or
      is to grant, second ranking security in favour of the Second Secured
      Security Trustee for the Finance Parties (as defined in the Second Secured
      Facility Agreement) or in favour of each such party individually as
      security for obligations due under the Facility Documents (as defined in
      the Second Secured Facility Agreement). A security trust agreement (the
      "SECOND SECURED SECURITY TRUST AGREEMENT") has been, or is to be, entered
      into by the Second Secured Security Trustee, the Second Secured Arrangers,
      the Second Secured Lenders, the Second Secured Agent, PAG and PMG to
      regulate the holding of the second ranking security by the Second Secured
      Security Trustee.

(H)   By an intercreditor agreement dated on or about the date of this Agreement
      (the "NEW INTERCREDITOR AGREEMENT") made, or to be made, between PAG, PMG,
      the other Obligors defined therein, the Senior Lenders, the Fronting Bank,
      the Overdraft Bank, the Senior Agent, the Senior Security Trustee, the
      Second Secured Lenders, the Second Secured Agent and the Second Secured
      Security Trustee, among other things, PAG and the Second Secured Lenders

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      each agree to subordinate amounts due, and obligations owed, to them from
      PMG to amounts due, and obligations owed, to the Senior Lenders on the
      terms set out therein.

(I)   By an amendment and restatement agreement dated on or about the date of
      this Agreement (the "SENIOR FACILITY AMENDMENT AGREEMENT"), made, or to be
      made, between the same parties as are party, at the date of this
      Agreement, to the Senior Facility Agreement, certain terms and conditions
      of the Senior Facility Agreement have been, or are to be amended, in the
      manner and on the terms set out therein.

(J)   By a share option agreement dated on or about the date of this Agreement
      (the "SHARE OPTION AGREEMENT") to be entered into between PAG, PMG, the
      Second Secured Lenders and the Second Secured Security Trustee, PAG
      agrees, each time when requested by the Second Secured Security Trustee
      (acting on the instruction of a Second Secured Lender), to transfer shares
      it owns in PMG to the person directed by the Second Secured Security
      Trustee, on the conditions set out in the Share Option Agreement,
      including the condition that PAG shall not be required to transfer more
      than 65 per cent. of the registered share capital of PMG. Upon exercise of
      the option, the price of the shares subject to the option will be paid by
      making an equivalent cancellation of the proportion of the loan due to the
      respective Second Secured Lender as nominated by the Second Secured
      Security Trustee.

(K)   It is a condition to the effectiveness of the Share Option Agreement that
      approval be sought and obtained from 75 per cent. of the shareholders of
      PAG present and entitled to vote at the shareholders' meeting
      (HAUPTVERSAMMLUNG), approving the terms and conditions of the Share Option
      Agreement by way of a formal shareholders' resolution.

(L)   The Parties have entered into this Agreement, among other things, to
      confirm and unconditionally and irrevocably agree the following sequence
      of events, and documentation required to be entered into, in connection
      thereto:

      (i)    After the execution of this Agreement PAG will seek Shareholder
             Consent.

      (ii)   On the Second Loan Date, the Working Capital Facility Agreement
             shall be automatically, irrevocably and unconditionally cancelled,
             the application of the Bank Intercreditor Agreement and the Obligor
             Intercreditor Agreement shall be automatically suspended, and the
             Senior Facility Amendment Agreement, Second Secured Security
             Documents and New Intercreditor Agreement shall become effective.

      (iii)  If Shareholder Approval is obtained at any time during the Approval
             Period the terms of the Share Option Agreement shall become
             effective, the Bank Intercreditor Agreement and the Obligor
             Intercreditor Agreement shall be permanently cancelled and the
             Senior Finance Documents, the Second Secured Facility Agreement and
             the Second Secured Finance Documents shall continue in full force
             and effect.

      (iv)   If Shareholder Approval is obtained, on the date of such
             Shareholder Approval all CVRs not released from escrow to the
             Working Capital Lenders in accordance with the provisions of the
             Contingent Value Right Agreement shall be cancelled in full. CVRs
             released from escrow to the Working Capital Lenders prior to the
             Second Loan Date shall continue to be valid, (subject to the
             condition that if the Second Secured Facility is repaid and
             cancelled in full within one year from the Second Loan Date (other
             than by a replacement financing by the same lenders), the CVRs
             released from escrow to the Working Capital Lenders in

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             accordance with the terms of the Contingent Value Right Agreement
             shall be returned to PAG and no Working Capital Lender shall
             exercise its rights in respect of such CVRs (or any replacement
             warrants) during such period of one year from the Second Loan
             Date).

      For the avoidance of doubt, no CVRs shall be released from escrow from the
      Second Loan Date until the occurrence (if at all) of the Amendment Date.

      If Shareholder Approval is not obtained by the end of the Approval Period
      the following sequence of events shall occur on the Amendment Date (unless
      all Second Secured Lenders agree otherwise) with the intention, so far as
      practicable (and except as specified otherwise) the parties shall be put
      in the position they would have been in had the Working Capital Lenders
      lent to PAG on 26 March 2002 under the Working Capital Facility Agreement,
      and had never entered into or performed the Second Secured Facility
      Agreement and the Second Secured Finance Documents, and furthermore:

      (v)    For all purposes in respect of the period from the Second Loan Date
             until, but not including, the Amendment Date, the Second Secured
             Facility Agreement shall apply and amongst other matters, the
             Second Loan shall be made on the terms of the Second Secured
             Facility Agreement. On and from the Amendment Date the Second
             Secured Facility Agreement and the terms and provisions of the
             Second Loan shall be automatically amended and be instead read and
             interpreted by substituting the terms and provisions of the
             amendments to the Second Secured Facility Agreement (as set out in
             Schedule 6 hereto).

      (vi)   On and from the Amendment Date, the Senior Facility Amendment
             Agreement shall be automatically, unconditionally and irrevocably
             cancelled (except to the extent specified in Clause 2.2 (UNWIND) of
             the Senior Facility Amendment Agreement).

      (vii)  On the Amendment Date, the Second Secured Security Documents and
             the Second Secured Security Trust Agreement shall be automatically,
             unconditionally and irrevocably released.

      (viii) On the Amendment Date, the New Intercreditor Agreement shall be
             automatically, irrevocably and unconditionally cancelled and the
             suspension with respect to the Bank Intercreditor Agreement and the
             Obligor Intercreditor Agreement shall be simultaneously therewith
             released subject to the Bank Intercreditor Agreement being amended
             on the terms set out Schedule 5.

      (ix)   On the Amendment Date, the Amendment Date Interest shall be
             immediately due and payable by PAG and the Pro Forma Interest Ratio
             Test will be immediately tested in each case as stated in this
             Agreement.

IT IS AGREED as follows:

1.    DEFINITIONS AND INTERPRETATION

1.1   DEFINITIONS

      In this Agreement:

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      "ACCESSION DEED" means an accession deed substantially in the form set out
      in Schedule 4.

      "AMENDED AND RESTATED BANK INTERCREDITOR AGREEMENT" means the amended and
      restated bank intercreditor agreement set out in Schedule 5.

      "AMENDMENT DATE" means the date (if any) on which the Second Secured
      Facility Amendment is to occur in accordance with Clause 9 (NO SHAREHOLDER
      APPROVAL).

      "AMENDMENT DATE INTEREST" means the interest payable in accordance with
      Clause 10.2 (AMENDMENT DATE).

      "AMENDMENT NOTICE" has the meaning given in Clause 9.1 (NO SHAREHOLDER
      APPROVAL).

      "APPROVAL PERIOD" means the period commencing on the date of this
      Agreement until, and including, 30 June 2002.

      "AUTHORISATION" means an authorisation, consent, approval, resolution,
      licence, exemption, filing, notarisation or registration.

      "BUSINESS DAY" means a day (other than a Saturday or a Sunday) on which
      banks generally are open for business in London.

      "CONTINGENT VALUE RIGHT AGREEMENT" means the contingent value right
      agreement dated 18 September 2000 made between PAG and Chase Securities
      Inc. as amended from time to time.

      "CONTINUATION NOTICE" has the meaning given in Clause 9.1 (NO SHAREHOLDER
      APPROVAL).

      "CVRS" means the contingent value rights under the Contingent Value Right
      Agreement.

      "COMBINED FINANCE PARTIES" means together the Finance Parties (as defined
      in the Senior Facility Agreement), the Finance Parties (as defined in the
      Second Secured Facility Agreement) and the Administrative Agent and the
      Lenders (each as defined in the Working Capital Facility Agreement) and
      any additional Combined Finance Party, each a "COMBINED FINANCE PARTY".

      "EXISTING FEE LETTER(S)" means the fee letter dated as of August 11, 2000
      from Chase Manhattan International Ltd, Chase Manhattan PLC and The Chase
      Manhattan Bank to PAG.

      "INTERCREDITOR SUSPENSION" has the meaning given to that term in Clause 5
      (SECOND LOAN DATE).

      "NEW FEE LETTER" means each or either of:

      (a) the fee letter dated on or about the date of this Agreement from the
          Second Secured Arrangers to PAG; and

      (b) the fee letter dated on or about the date of this Agreement from the
          Second Secured Agent to PAG.

      "NOTICE OF DRAWDOWN" has the meaning given to that term in the Second
      Secured Facility Agreement.

      "OBLIGOR" means PAG, PMG, the Guarantors and any additional Obligor.

      "ORIGINAL SECOND SECURED FACILITY AGREEMENT TERMS" means the terms set out
      in the Second Secured Facility Agreement prior to the Second Secured
      Facility Amendment.

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      "PARTIES" means each party to this Agreement.

      "PRO FORMA INTEREST RATIO TEST" means the test of the financial covenant
      set out in Clause 22.6 of the Senior Facility Agreement in accordance with
      Clause 10.9.

      "SECOND LOAN" means the loan made to PAG by the Second Secured Lenders
      under the Second Secured Facility Agreement (subject to amendment of the
      terms applicable to that loan pursuant to Clause 10 (AMENDMENT DATE)).

      "SECOND LOAN DATE" means the date on which the Second Loan is advanced to
      PAG under the Second Secured Facility Agreement.

      "SECOND SECURED FACILITY AMENDMENT" means the amendment of the Second
      Secured Facility Agreement, and each other event which occurs on the
      Amendment Date pursuant to Clause 10 (AMENDMENT DATE).

      "SECOND SECURED FACILITY" means the EUR 375,000,000 term loan facility
      made available to PAG under the Second Secured Facility Agreement.

      "SECOND SECURED FINANCE DOCUMENTS" means the Second Secured Facility
      Agreement, the Second Secured Security Documents, the Second Secured
      Security Trust Agreement, the New Intercreditor Agreement and the Share
      Option Agreement.

      "SECOND SECURED SECURITY" shall mean the security created by or pursuant
      to the Second Secured Security Documents.

      "SENIOR FINANCE DOCUMENTS" means the Senior Facility Agreement, the Senior
      Security Documents and the Senior Security Trust Agreement.

      "SHAREHOLDER APPROVAL" means both, (i) the receipt by the Second Secured
      Agent of written notice from PAG that Shareholder Consent has been given
      and (ii) the Second Secured Agent giving a notice to PAG and the Senior
      Agent in writing that the Second Secured Lenders are satisfied (acting on
      the advice of legal counsel) that all legal requirements in respect of
      obtaining Shareholder Consent have been met in relation to holding the
      shareholder meeting and the passing of the Shareholder Resolution.

      "SHAREHOLDER CONSENT" means the passing of the Shareholder Resolution by
      not less than 75 per cent. of the Shareholders of PAG present and entitled
      to vote at the annual general meeting ("HAUPTVERSAMMLUNG").

      "SHAREHOLDER RESOLUTION" means the shareholder resolution, in the form
      approved in writing by the Second Secured Agent (acting on the instruction
      of the Second Secured Lenders, acting reasonably), to be voted on by the
      shareholders of PAG approving the terms and conditions of and entry into
      the Share Option Agreement.

      "SUBSIDIARY" means all corporations and partnerships that are either
      controlled by or in which a company or partnership holds an interest of
      more than 50 per cent. of the share capital or similar right of ownership;
      "controlled" for this purpose shall mean the power to direct the
      management of the entity whether through the ownership of the share
      capital, contract or otherwise.

      "WORKING CAPITAL CANCELLATION" has the meaning given to that term in
      Clause 5 (SECOND LOAN DATE).

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      "WORKING CAPITAL FINANCE DOCUMENTS" means the Working Capital Facility
      Agreement, the Bank Intercreditor Agreement and the Obligor Intercreditor
      Agreement.

1.2   CONSTRUCTION

      Unless a contrary indication appears, any reference in this Agreement to:

      (a) the "SENIOR AGENT", the "SECOND SECURED AGENT", the "WORKING CAPITAL
          AGENT", the "ADMINISTRATIVE AGENT", any "SENIOR LEAD ARRANGER", any
          "SECOND SECURED ARRANGER", any "SENIOR LENDER", any "SECOND SECURED
          LENDER", any "WORKING CAPITAL LENDER", the "FRONTING BANK", the
          "OVERDRAFT BANK", the "SENIOR SECURITY TRUSTEE", the "SECOND SECURED
          SECURITY TRUSTEE", any "COMBINED FINANCE PARTY", any "OBLIGOR" or any
          "PARTY" shall be construed so as to include its successors in title,
          permitted assigns and permitted transferees (in each case, in the
          relevant capacity);

      (b) a "SENIOR FINANCE DOCUMENT", a "SECOND SECURED FINANCE DOCUMENT", a
          "WORKING CAPITAL FINANCE DOCUMENT", the "SECOND SECURED FACILITY
          AGREEMENT", "THE "CONTINGENT VALUE RIGHT AGREEMENT" or any other
          agreement (including this Agreement) or instrument is a reference to
          that Senior Finance Document, Second Secured Finance Document, Working
          Capital Finance Document, Second Secured Facility Agreement (as the
          case may be) or other agreement or instrument as amended or novated;

      (c) a "PERMITTED PERSON" means any person or partnership which may accede
          to the Senior Facility Agreement or the Second Secured Facility
          Agreement in accordance with its terms;

      (d) a provision of law is a reference to that provision as amended or
          re-enacted; and

      (e) Section, Clause and Schedule headings are for ease of reference only.

1.3   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 or to enjoy the
      benefit of any terms of this Agreement. Further, notwithstanding any term
      of this Agreement the consent of any third party is not required for any
      variation (including any release or compromise of liability under) of this
      Agreement.

2.    PRIORITY OF AGREEMENT

      The Parties acknowledge and agree that if there is any inconsistency or
      discrepancy between this Agreement and any of the Senior Finance
      Documents, the Working Capital Finance Documents, the Contingent Value
      Right Agreement or the Second Secured Finance Documents, then the terms
      and provisions of this Agreement shall, in all circumstances, prevail.

3.    ACKNOWLEDGEMENT OF FINANCING ARRANGEMENTS

3.1   The Parties acknowledge and agree that the financing arrangements of PAG,
      PMG and its subsidiaries shall be amended and restructured on the terms
      and subject to the conditions specified in, and contemplated by, this
      Agreement (including the recitals).

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3.2   The Parties acknowledge and agree that prior to the Second Loan Date the
      obligations of the Working Capital Lenders shall not be affected and that
      the Working Capital Finance Documents shall continue to be legally binding
      and enforceable upon the Parties thereto.

3.3   For the avoidance of doubt, the Parties acknowledge and agree that, in
      respect of the Working Capital Facility Agreement and the Second Secured
      Facility Agreement, PAG cannot borrow and the lenders will not be required
      to make loans or have outstandings at the same time under both the Working
      Capital Facility Agreement and the Second Secured Facility Agreement.

3.4   Without prejudice to Clause 3.3, each of PAG, PMG and the other Obligors
      acknowledges, agrees and confirms that its obligations under the Senior
      Finance Documents, the Second Secured Finance Documents and the Working
      Capital Finance Documents shall, except to the extent specified otherwise
      in this Agreement, continue in full force and effect (including, without
      limitation, any guarantee and security obligations) and PAG, PMG and the
      other Obligors shall not claim otherwise.

3.5   The Parties acknowledge and agree that, prior to the Amendment Date, the
      Second Secured Security shall be granted for the benefit of the Second
      Secured Lenders (in their capacity as such) and not in respect of the
      Working Capital Facility Agreement.

3.6   The parties acknowledge and agree that if:

      (a) on or before 26 March 2002, the Second Secured Facility Agreement is
          entered into and the Second Secured Agent has given the notice
          described in Clause 4 (CONDITIONS PRECEDENT) of the Second Secured
          Facility Agreement (or the requirement for PAG to deliver any of the
          documents referred to in that Clause has been waived); and

      (b) the Second Secured Lenders advance EUR 375,000,000 to PAG on that
          date,

      that loan will comprise the Second Loan, and will have been made under the
      Second Secured Facility Agreement (rather than the Working Capital
      Facility Agreement).

3.7   This Agreement shall be effective from the date of execution by all
      Parties.

4.    LOAN UNDER WORKING CAPITAL FACILITY

      If, on or prior to the Second Loan Date, any drawing is made under the
      Working Capital Facility Agreement, whether forced or otherwise:

4.1   This Agreement, and the Second Secured Finance Documents shall
      automatically, irrevocably and unconditionally be cancelled and, without
      limitation, there shall be no obligation to lend under the Second Secured
      Facility Agreement.

4.2   The amendments to the Senior Facility Agreement under the Senior Facility
      Amendment Agreement will not become effective.

5.    SECOND LOAN DATE

      Upon  the making of the Second Loan on the Second Loan Date:

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5.1   The Working Capital Facility Agreement shall be automatically, irrevocably
      and unconditionally cancelled and all amounts then capable or due to be
      drawn down or made available by the Working Capital Lenders under the
      Working Capital Facility Agreement shall be cancelled and shall cease to
      be available (the "WORKING CAPITAL CANCELLATION").

5.2   The application of the Bank Intercreditor Agreement and the Obligor
      Intercreditor Agreement shall be suspended.

5.3   The Existing Fee Letter(s) shall be cancelled, and each New Fee Letter
      shall become effective.

6.    NO DRAWDOWN OF SECOND LOAN

      If the Second Loan Date has not occurred on or by 26 March 2002, then:

6.1   A funding shall occur under, and in accordance with, the Working Capital
      Finance Documents.

6.2   It shall not be possible for the Second Secured Facility Agreement and the
      other Second Secured Finance Documents to become effective (and the Senior
      Facility Agreement amendments will not become effective), in each case as
      stated in Clause 4 (LOAN UNDER WORKING CAPITAL FACILITY).

6.3   Any future rights and obligations under this Agreement shall automatically
      be terminated.

7.    SHAREHOLDER APPROVAL

7.1   PAG shall ensure that its annual general meeting (the "HAUPTVERSAMMLUNG")
      is held no later than 30 June 2002, and that all documents required with
      respect to calling and holding that meeting (including in relation to the
      Shareholder Consent) have been delivered to the Bundesanzeiger on or
      before the last date permitted for delivery under German law before the
      date of that meeting.

7.2   PAG shall ensure that all of its shareholders receive appropriate notices
      in the prescribed form under German law (and accompanied with all
      necessary documentation in the prescribed form under German law) to enable
      PAG to hold the HAUPTVERSAMMLUNG and, among other things, seek the
      Shareholder Consent.

7.3   PAG shall notify the Second Secured Agent and the Senior Agent promptly
      upon the Shareholder Consent being obtained.

7.4   The Second Secured Lenders shall, promptly upon being satisfied that all
      legal requirements in respect of the Shareholder Consent have been met in
      relation to holding the shareholder meeting and passing the Shareholder
      Resolution, instruct the Second Secured Agent to give a notice in writing
      (a "SHAREHOLDER APPROVAL CONFIRMATION") to that effect to PAG and the
      Senior Agent. The Second Secured Agent shall promptly upon being so
      instructed deliver the Shareholder Approval Confirmation to PAG and the
      Senior Agent.

                                      - 9 -
<Page>

7.5   Shareholder Approval shall, for the purposes of this Agreement, be
      obtained on the date (if any) on which the Second Secured Agent gives the
      Shareholder Approval Confirmation to PAG and the Senior Agent.

8.    POSITIVE SHAREHOLDER APPROVAL

8.1   If Shareholder Approval has been obtained at any time during the Approval
      Period the following shall occur:

      (a) The Share Option Agreement shall become effective in accordance with
          its terms.

      (b) Clause 9 (NO SHAREHOLDER APPROVAL) shall cease to apply.

      (c) The Bank Intercreditor Agreement and the Obligor Intercreditor
          Agreement shall be automatically, irrevocably and unconditionally
          cancelled.

      (d) The Senior Finance Documents and the Second Secured Finance Documents
          shall continue in full force and effect.

8.2   If Shareholder Approval is obtained, on the date of such Shareholder
      Approval all CVRs not released from escrow prior to the Second Loan Date
      to the Working Capital Lenders in accordance with the provisions of the
      Contingent Value Right Agreement shall be cancelled in full. CVRs released
      from escrow to the Working Capital Lenders prior to the Second Loan Date
      shall continue to be valid, subject to the condition that if the Second
      Secured Facility is repaid and cancelled in full within one year from the
      date of the Second Loan Date, (other than by a replacement financing by
      the same lenders) the CVRs released from escrow to the Working Capital
      Lenders in accordance with the terms of the Contingent Value Right
      Agreement shall be returned to PAG. During the period until the date that
      is one year from the Second Loan Date (the "ONE YEAR PERIOD"), no holder
      of CVRs shall exercise its rights in respect of the CVRs or any
      replacement warrants (but it may exercise its rights at the end of the one
      year period if the CVRs have not then been cancelled in accordance with
      this Clause).

      For the avoidance of doubt, no CVRs shall be released from escrow from the
      Second Loan Date until the occurrence (if at all) of the Amendment Date.

8.3   Each of the Working Capital Lenders and PAG shall, at the request of
      either the Second Secured Agent or PAG, execute any amendments to the
      Contingent Value Right Agreement or any other document reasonably required
      in order to give effect to Clause 8.2.

9.    NO SHAREHOLDER APPROVAL

9.1   If Shareholder Approval has not been obtained by the end of the Approval
      Period then:

      (a) the Second Secured Agent may, no later than 15 July 2002, give a
          written notice (an "AMENDMENT NOTICE") to PAG and the Senior Agent
          stating that the Second Secured Facility Amendment shall occur, in
          which case the Amendment Date shall occur and shall be the date
          specified by the Second Secured Agent in the Amendment Notice (which
          must be a date on or before 15 July 2002);

                                     - 10 -
<Page>

      (b) the Second Secured Agent may, no later than 15 July 2002, give a
          written notice (a "CONTINUATION NOTICE") to PAG and the Senior Agent
          stating that the Second Secured Facility Amendment shall not occur, in
          which case the Second Secured Facility Amendment shall not occur, and
          Clause 11 (CONTINUING WITH THE SECOND SECURED FACILITY) shall apply;
          or

      (c) if, on 15 July 2002 the Second Secured Agent has given neither a
          Continuation Notice nor an Amendment Notice in accordance with this
          Clause 9.1, then the Second Secured Facility Amendment shall occur,
          and the Amendment Date shall be 15 July 2002.

9.2   The Second Secured Agent may only give a Continuation Notice if it has not
      already given an Amendment Notice, and may only give an Amendment Notice
      if it has not already given a Continuation Notice.

9.3   The Second Secured Agent may only give a Continuation Notice or an
      Amendment Notice if so instructed by all the Second Secured Lenders.

10.   AMENDMENT DATE

      If the Amendment Date occurs in accordance with Clause 9 (NO SHAREHOLDER
      APPROVAL) then the following shall occur on and from the Amendment Date:

10.1  The Second Loan shall continue and remain outstanding, except that, on and
      from the Amendment Date, the terms and conditions applicable to the Second
      Loan and the rights and obligations of the parties relating thereto shall
      be amended and restated, and shall be governed (in place of the Original
      Second Secured Facility Agreement Terms) by the provisions set out in
      Schedule 6 (applied, where applicable, in accordance with Clause 10.2).

10.2  Without prejudice to the generality of Clause 10.1 or the provisions of
      Schedule 6 (except that, in the case of conflict, the provisions of this
      Clause 10.2 shall prevail):

      (a) PRINCIPAL: The principal amount of the Second Loan of EUR 375,000,000
          (plus any capitalised interest to the extent permitted by paragraph
          (b)(ii) below) remains outstanding and shall be or become due and
          payable in accordance with the provisions of Schedule 6.

      (b) INTEREST: Interest shall accrue and be payable on the Second Loan as
          follows:

          (i)   The Second Secured Lenders may retain any cash interest paid to
                them prior to the Amendment Date by PAG on the Second Loan under
                and in accordance with the Original Second Secured Facility
                Agreement Terms.

          (ii)  With respect to any interest ("PIK INTEREST") which, under the
                Original Second Secured Facility Agreement Terms, either has
                been capitalised as at the Amendment Date or which would (if the
                Amendment Date were an Interest Payment Date under the Original
                Second Secured Facility Agreement Terms) be capitalised on the
                Amendment Date:

                                     - 11 -
<Page>

                (A)  in respect of the period (the "INITIAL PERIOD") from the
                     Second Loan Date until the Amendment Date, only PIK
                     Interest in an amount calculated at the rate of 2% per
                     annum for the Initial Period shall have accrued as at the
                     Amendment Date; and

                (B)  that amount shall be added to the principal amount of the
                     Second Loan as at the Amendment Date.

          (iii) On the Amendment Date, an additional cash interest payment on
                the Second Loan shall (subject to paragraph (v) below) be due
                and payable by PAG to the Second Secured Lenders in an amount in
                euro equal to the difference between A and B, where:

                     "A" means an amount equal to the amount of cash interest
                     which would have accrued in respect of the Second Loan,
                     during the Initial Period, if the Second Loan had been made
                     on and from the Second Loan Date on the terms set out in
                     Schedule 6 (instead of the Original Second Secured Facility
                     Agreement Terms).

                     "B" means the amount of cash interest actually paid to the
                     Second Secured Lenders by PAG on the Second Loan in respect
                     of the Initial Period.

          (iv)  On and from the Amendment Date, interest on the Second Loan
                shall be payable on the terms set out in Schedule 6 and a new
                interest period under the terms of Schedule 6 shall be commence
                on the Amendment Date.

          (v)   The parties hereto acknowledge the provisions of Clause 23.7 of
                the Senior Facility Agreement and note that although amounts
                specified in this paragraph (b) may be due and payable by PAG on
                the Amendment Date, if an "Event of Default" or "Potential Event
                of Default" exists on such date under the Senior Facility
                Agreement then no distributions or other payments may be made by
                any member of the Group to PAG to finance any such payment
                obligation. Non-payment of the amounts due and payable by PAG
                pursuant to this paragraph (b) will constitute an Event of
                Default for the purposes of Schedule 6.

      (c) COMMITMENTS AND PARTICIPATION: As at the Amendment Date:

          (i)   Each Second Secured Lender's Commitment (which will have been
                fully utilised on the Second Loan Date) will be in the same
                amount as its Commitment under the Original Second Secured
                Facility Agreement Terms.

          (ii)  Each Second Secured Lender's participation in the Second Loan
                shall be the same after the Second Secured Facility Amendment as
                before.

      (d) REPRESENTATIONS AND WARRANTIES: The representations and warranties set
          out in Section 3 of Schedule 6 will be made by PAG on the Amendment
          Date.

                                     - 12 -
<Page>

      (e) COVENANTS: The covenants (affirmative and negative) set out in
          Sections 5 and 6 of Schedule 6 shall be applicable on and from the
          Amendment Date in accordance with Schedule 6.

      (f) EVENTS OF DEFAULT: Only those events and circumstances described in
          Section 7 of Schedule 6 will be Events of Default.

      (g) RIGHTS AND REMEDIES: Without prejudice to any new rights and remedies
          created on or after the Amendment Date, any rights and remedies which
          accrued or were available to any Party under the Original Second
          Secured Facility Agreement Terms, due to any event or circumstance
          which occurred prior to the Amendment Date, shall survive and be
          binding on the respective Parties (subject to paragraph (f) above).

10.3  With respect to the security and guarantee for the Second Secured
      Facility:

      (a) Each of the Second Secured Finance Parties agrees:

          (i)   that with effect from the Amendment Date the security granted
                pursuant to the Second Secured Security Document shall be
                released and discharged; and

          (ii)  that it shall, at the request of PAG, promptly do all such acts
                and execute all such documents as the Senior Security Trustee
                may specify to ensure that the security created by the Second
                Secured Documents is released.

      (b) Each of the Second Secured Finance Parties agrees that with effect
          from the Amendment Date PMG is released from the guarantee provided by
          it under the Second Secured Facility Agreement and all its obligations
          in relation thereto are discharged.

      (c) PMG accepts, with effect from the Amendment Date, the releases
          described in this Clause 10.3.

      (d) PAG agrees to pay the costs described in this Clause 10.3.

10.4  The Repeated Representations (as defined in the Senior Facility Agreement)
      shall be deemed to be repeated by the relevant Obligors under Clause 20.4
      (REPETITION OF REPRESENTATIONS) of the Senior Facility Agreement (as if
      the Amendment Date were a Utilisation Date).

10.5  The suspension of the Bank Intercreditor Agreement shall cease, and that
      agreement shall be amended and restated in the form set out in Schedule 5
      and, as so amended, shall be in full force and effect as of the Amendment
      Date. The parties also acknowledge, for the purposes of that agreement (as
      amended), that the Full Funding Date will have occurred on the Second
      Secured Lenders advancing the Second Loan in the full amount of EUR
      375,000,000 on the Second Loan Date.

10.6  The suspension of the Obligor Intercreditor Agreement shall cease and that
      agreement shall be in full force and effect as of the Amendment Date.

10.7  The New Intercreditor Agreement shall be cancelled and terminated on the
      Amendment Date (but any rights or remedies which accrued or were available
      to any Party under the New

                                     - 13 -
<Page>

      Intercreditor Agreement, due to any event of circumstance which occurred
      prior to the Amendment Date, shall survive and be binding on the
      respective Parties).

10.8  The Senior Finance Documents shall continue in full force and effect,
      however, the Senior Facility Agreement shall be amended and read and
      interpreted in accordance with Clause 2.2 of the Senior Facility Amendment
      Agreement.

10.9  The financial covenant set out in Clause 22.6 (PRO FORMA INTEREST RATIO)
      of the Senior Facility Agreement shall be re-calculated as at 31 March
      2002 and 30 June 2002, as follows:

      (a) For the purpose of that re-calculation the Pro Forma Cash Interest
          Expense, in respect of the interest on the Second Loan, shall be
          calculated not by using the rate of interest which was applicable
          under the Original Second Secured Facility Agreement Terms, but
          instead by using the rate which would have applied had the Second Loan
          been outstanding on the terms set out in Schedule 6 on and from the
          Second Loan Date.

      (b) If, on that re-calculation, that financial covenant is breached, this
          will constitute an Event of Default under the Senior Facility
          Agreement continuing on the Amendment Date.

10.10 The CVRs (or any replacement warrants) shall continue unaffected (so that,
      for the avoidance of doubt, no rights will be cancelled under Clause 8.2
      above, and any warrants that would have vested but for the provisions of
      Clause 8.2 shall be deemed to vest on the Amendment Date).

10.11 The New Fee Letters shall continue unaffected.

11.   CONTINUING WITH THE SECOND SECURED FACILITY

11.1  If the Second Secured Agent gives a Continuation Notice in accordance with
      Clause 9.1(b), then on that notice:

      (a) The Bank Intercreditor Agreement and the Obligor Intercreditor
          Agreement shall be immediately, automatically and permanently
          cancelled.

      (b) The Senior Finance Documents and the Second Secured Finance Documents
          (other than the Share Option Agreement) shall continue in full force
          and effect.

      (c) The Share Option Agreement shall (unless the parties to that Agreement
          agree otherwise) be immediately cancelled in accordance with its
          terms.

      (d) The CVRs will be cancelled as described in Clause 8.2 above (which
          shall apply if Shareholder Approval had been obtained on the date of
          the Continuation Notice.

12.   REPRESENTATIONS

      Each Obligor makes the representations and warranties set out in this
      Clause 12 to each of the Combined Finance Parties on the date of this
      Agreement.

12.1  STATUS

      (a) It is a company, duly incorporated and validly existing under the law
          of its jurisdiction of incorporation.

                                     - 14 -
<Page>

      (b) It and each of its Subsidiaries has the power to own its assets and
          carry on its business as it is being conducted.

12.2  NON-CONFLICT WITH OTHER OBLIGATIONS

      The entry into and performance by it of, and the transactions contemplated
      by this Agreement do not and will not conflict with:

      (a) any law or regulation applicable to it;

      (b) its and each of its Subsidiaries' constitutional documents; or

      (c) any agreement or instrument binding upon it or any of its Subsidiaries
          or any of its or any of its Subsidiaries' assets.

12.3  POWER AND AUTHORITY

      It has the power to enter into, perform and deliver, and has taken all
      necessary action to authorise its entry into, performance and delivery of,
      this Agreement and the transactions contemplated by this Agreement.

12.4  VALIDITY AND ADMISSIBILITY IN EVIDENCE

      All Authorisations required or desirable:

      (a) to enable it lawfully to enter into, exercise its rights and comply
          with its obligations under this Agreement and the transactions
          contemplated by this Agreement; and

      (b) to make this Agreement and the transactions contemplated by this
          Agreement admissible in evidence in its jurisdiction of incorporation,

      have been obtained or effected and are in full force and effect.

12.5  GOVERNING LAW AND ENFORCEMENT

      (a) The choice of English law as the governing law of this Agreement will
          be recognised and enforced in its jurisdiction of incorporation.

      (b) Any judgment obtained in England in relation to this Agreement will be
          recognised and enforced in its jurisdiction of incorporation.

13.   BENEFIT OF AGREEMENT

      This Agreement shall be binding upon and inure for the benefit of each
      Party and its successors and assigns.

14.   CHANGES TO THE PARTIES

14.1  No Party to this Agreement may assign all or any of its rights or transfer
      all or any of its rights and obligations under this Agreement except as
      expressly provided by this Agreement or as may be required by law.

14.2  Any person who is:

                                     - 15 -
<Page>

      (a) an assignee or transferee of a Senior Lender or a Working Capital
          Lender or a Second Secured Lender; or

      (b) appointed as Senior Agent, Working Capital Agent, Administrative
          Agent, Senior Secured Agent, Senior Security Trustee, Second Secured
          Security Trustee, Fronting Bank or Overdraft Bank,

      in each case for the purposes of and in accordance with the Senior
      Facility Agreement, the Working Capital Facility Agreement, the Second
      Secured Facility Agreement, the Senior Security Trust Agreement or the
      Second Secured Security Trust Agreement as the case may be shall execute
      and deliver to the Senior Agent, the Second Secured Agent and the
      Administrative Agent an Accession Deed in which event, on the date the
      relevant assignment, transfer or appointment becomes effective:

          (i)   the party ceasing to be a Senior Lender, Working Capital Lender,
                Second Secured Lender, Senior Agent, Working Capital Agent,
                Administrative Agent, Second Secured Agent, Senior Security
                Trustee, Second Secured Security Trustee Fronting Bank or
                Overdraft Bank (as the case may be) shall be discharged from
                further obligations towards the other parties under this
                Agreement and their respective rights against one another shall
                be cancelled (except, in each case, for those rights which arose
                prior to such date, and in relation to a Senior Lender, Working
                Capital Lender, Second Secured Lender, Senior Agent, Working
                Capital Agent, Administrative Agent, Second Secured Agent,
                Senior Trustee, Second Secured Security Trustee, Fronting Bank
                or Overdraft Bank such obligations and right shall only be
                discharged or cancelled to the extent of the relevant assignment
                or transfer); and

          (ii)  the party becoming a Senior Lender, Working Capital Lender,
                Second Secured Lender, Senior Agent, Working Capital Agent,
                Administrative Agent, Second Secured Agent, Senior Security
                Trustee, Second Secured Security Trustee, Fronting Bank or
                Overdraft Bank (as the case may be) shall assume the same
                obligations, and become entitled to the same rights as a Senior
                Lender, Working Capital Lender, Second Secured Lender, Senior
                Agent, Working Capital Agent, Administrative Agent, Second
                Secured Agent, Senior Security Trustee, Second Secured Security
                Trustee, Fronting Bank or Overdraft Bank (as the case may be)
                under this Agreement as if it had been an original party hereto.

14.3  Any Senior Lender, Working Capital Lender or Second Secured Lender who
      transfers or assigns any of its rights or obligations under the relevant
      facility agreement (and any of the Senior Agent, Working Capital Agent,
      Administrative Agent, Senior Secured Agent, Senior Security Trustee,
      Second Secured Security Trustee, Fronting Bank or Overdraft Bank who
      appoints a replacement or additional person to such position) shall ensure
      that the transferee, assignee or appointee (as the case may be) accedes to
      this Agreement in the manner described in Clause 14.2.

                                     - 16 -
<Page>

15.   NOTICES

15.1  Any communication to be made under or in connection with this Agreement
      shall be made in writing and, unless otherwise stated, may be made by fax
      or letter.

15.2  The address and fax number (and the department or officer, if any, for
      whose attention the communication is to be made) of each Party for any
      communication or document to be made or delivered under or in connection
      with this Agreement is:

      (a) in the case of PAG, PMG and each other Obligor (other than an
          additional obligor), that identified against PAG's name below;

      (b) in the case of each Senior Lender, Second Secured Lender, Working
          Capital Lender, the Fronting Bank and the Overdraft Bank, that
          notified in writing to the respective Senior Agent, Working Capital
          Agent, Administrative Agent or Second Secured Agent, as the case may
          be, and the respective Senior Security Trustee or the Second Secured
          Security Trustee, as the case may be, on or prior to the date on which
          it becomes a Party;

      (c) in the case of the Senior Agent, Working Capital Agent, Administrative
          Agent and the Second Secured Agent, that identified with its name
          below;

      (d) in the case of the Senior Security Trustee and the Second Secured
          Security Trustee, that identified with its name below; and

      (e) in the case of each additional obligor or additional Combined Finance
          Party, that notified in writing to the Senior Agent, Working Capital
          Agent, Administrative Agent or Second Secured Agent, as the case may
          be, and the Senior Security Trustee or the Second Secured Security
          Trustee, as the case may be, prior to the date on which it becomes a
          Party,

      (f) or any substitute address or fax number or department or officer as
          the Party may notify to the Senior Agent, Working Capital Agent,
          Administrative Agent or the Second Secured Agent, as the case may be,
          (or the Senior Agent, Working Capital Agent, Administrative Agent or
          the Second Secured Agent, as the case may be, may notify to the other
          Parties, if a change is made by the respective Senior Agent, Working
          Capital Agent, Administrative Agent or the Second Secured Agent, as
          the case may be) by not less than seven days' notice.

15.3  Any communication or document made or delivered by one person to another
      under or in connection with this Agreement will only be effective:

      (a) if by way of fax, when received in legible form; or

      (b) if by way of letter, when it has been left at the relevant address or
          seven days after being deposited in the post postage prepaid in an
          envelope addressed to it at that address; and

      (c) if a particular department or officer is specified as part of its
          address details provided under Clause 15.2, if addressed to that
          department or officer.

                                    - 17 -
<Page>

15.4  Any communication or document to be made or delivered to the Senior Agent,
      Working Capital Agent, Administrative Agent or the Second Secured Agent,
      as the case may be, or Senior Security Trustee will be effective only when
      actually received by that Senior Agent, Working Capital Agent,
      Administrative Agent or the Second Secured Agent, as the case may be, or
      the Senior Security Trustee or the Second Secured Security Trustee, as the
      case may be, and then only if it is expressly marked for the attention of
      the department or officer identified with that Senior Agent's, Working
      Capital Agent's, Administrative Agent's or the Second Secured Agent's, as
      the case may be, or the Senior Security Trustee's or the Second Secured
      Security Trustee's signature below (or any substitute department or
      officer as that Senior Agent, Working Capital Agent, Administrative Agent
      or the Second Secured Agent, as the case may be, or the Senior Security
      Trustee or the Second Secured Security Trustee, as the case may be, shall
      specify for this purpose).

15.5  All notices from or to an Obligor shall be sent through the appropriate
      Senior Agent, Working Capital Agent, Administrative Agent or the Second
      Secured Agent, as the case may be, or the Senior Security Trustee or the
      Second Secured Security Trustee, as the case may be.

15.6  Any communication or document made or delivered to PAG or PMG in
      accordance with this Clause 15 will be deemed to have been made or
      delivered to each of the Obligors.

15.7  Promptly upon receipt of notification of an address and fax number or
      change of address or fax number pursuant to Clause 15.2 or changing its
      own address or fax number, the appropriate Senior Agent, Working Capital
      Agent, Administrative Agent or the Second Secured Agent, as the case may
      be, shall notify the other Parties.

15.8  Any notice given under or in connection with this Agreement must be in
      English. All other documents provided under or in connection with this
      Agreement must be:

      (a) in English; or

      (b) if not in English, and if so required by the Senior Security Trustee
          or the Second Secured Security Trustee, as the case may be,
          accompanied by a certified English translation and, in this case, the
          English translation will prevail unless the document is a
          constitutional, statutory or other official document.

16.   PARTIAL INVALIDITY

      If, at any time, any provision of this Agreement is or becomes illegal,
      invalid or unenforceable in any respect under any law of any jurisdiction,
      neither the legality, validity or enforceability of the remaining
      provisions nor the legality, validity or enforceability of such provision
      under the law of any other jurisdiction will in any way be affected or
      impaired.

17.   REMEDIES, WAIVERS AND AMENDMENTS

17.1  No failure to exercise, nor any delay in exercising, on the part of any
      Combined Finance Party, any right or remedy under this Agreement shall
      operate as a waiver, nor shall any single or

                                     - 18 -
<Page>

      partial exercise of any right or remedy prevent any further or other
      exercise or the exercise of any other right or remedy. The rights and
      remedies provided in this Agreement are cumulative and not exclusive of
      any rights or remedies provided by law.

17.2  Subject to Clause 17.3, any term of this Agreement may be amended or
      waived only with the consent of the Senior Lenders, the Second Secured
      Lenders and the Obligors and any such amendment or waiver will be binding
      on all Parties. The Senior Agent, Working Capital Agent, Administrative
      Agent or the Second Secured Agent relevant to each facility may effect, on
      behalf of any non-Obligor party to that facility, any amendment or waiver
      permitted by this Clause and that Senior Agent, Working Capital Agent,
      Administrative Agent or the Second Secured Agent, as the case may be,
      shall be under no liability whatsoever in respect of any such amendment or
      waiver.

17.3  Any amendment or waiver which relates to the rights and obligations of the
      Senior Agent, Working Capital Agent, Administrative Agent, the Second
      Secured Agent, the Senior Security Trustee, the Second Secured Security
      Trustee, the Fronting Bank or the Overdraft Bank may not be effected
      without the consent of that Senior Agent, Working Capital Agent,
      Administrative Agent, the Second Secured Security Trustee, the Senior
      Security Trustee, the Second Secured Security Trustee, the Fronting Bank
      or the Overdraft Bank, as the case may be.

18.   COSTS

      PAG and PMG shall, from time to time on demand of the Senior Agent or the
      Second Secured Agent, reimburse each Combined Finance Party for all costs
      and expenses (including, without limitation, legal fees) together with any
      VAT thereon incurred by that Combined Finance Party in connection with the
      completion of the transactions contemplated in this Agreement (including
      all steps to be taken on the Amendment Date), or in connection with the
      preservation and/or enforcement of any of its rights under this Agreement.

19.   COUNTERPARTS

      This Agreement may be executed in any number of counterparts, and this has
      the same effect as if the signatures on the counterparts were on a single
      copy of this Agreement.

20.   LAW

      This Agreement is governed by English law.

21.   JURISDICTION

21.1  The Courts of England have exclusive jurisdiction to settle any dispute
      arising out of or in connection with this Agreement (including a dispute
      regarding the existence, validity or termination of this Agreement) (a
      "DISPUTE").

                                     - 19 -
<Page>

21.2  The Parties agree that the Courts of England are the most appropriate and
      convenient courts to settle Disputes and accordingly shall have exclusive
      jurisdiction and no Party will argue to the contrary.

21.3  Notwithstanding Clause 21.2, this Clause 21 is for the benefit of the
      Combined Finance Parties only. As a result no Combined Finance Party shall
      be prevented from taking proceedings relating to a Dispute in any other
      courts with jurisdiction. To the extent allowed by law, the Combined
      Finance Parties may take concurrent proceedings in any number of
      jurisdictions.

21.4  Without prejudice to any other mode of service allowed under any relevant
      law, each Obligor (other than an Obligor incorporated in England and
      Wales):

      (a) irrevocably appoints Baker & McKenzie of 100 New Bridge Street, London
          EC4V 6JA as its agent for service of process in relation to any
          proceedings before the English Courts in connection with this
          Agreement; and

      (b) agrees that failure by a process agent to notify the relevant Obligor
          of the process will not invalidate the proceedings concerned.

      THIS AGREEMENT HAS BEEN ENTERED INTO ON THE DATE STATED AT THE BEGINNING
      OF THIS AGREEMENT

                                     - 20 -
<Page>

                                   SCHEDULE 1

                                 THE GUARANTORS

1.    PrimaCom Region Sudwest II GmbH (formerly known as Acotec Kabelvision
      GmbH)

2.    RFH Regionalfernsehen Harz Verwaltungs-GmbH (formerly known as ad media
      Gesellschaft mit beschrankter Haftung)

3.    RFH Regionalfernsehen Harz GmbH & Co. KG (formerly known as ad media
      Gesellschaft mit beschrankter Haftung & Co. Local TV KG)

4.    PrimaCom Region Magdeburg GmbH (formerly known as Antennen-Lindemann
      Verwaltungs GmbH)

5.    PrimaCom Angelbachtal GmbH (formerly known as Dritte Kabelvision
      Management Beteiligungs Verwaltungs GmbH, Eschborn)

6.    PrimaCom Region Dresden GmbH (formerly known as Erste Kabelvision
      Management Beteiligungs Verwaltungs GmbH, Eschborn)

7.    PrimaCom Schwerin GmbH (formerly known as Innocom Schwerin Kabel-
      Antennen- und Kommunikationsanlagen Service Verwaltungs GmbH, Eschborn)

8.    PrimaCom Berlin GmbH (formerly known as ISIT Ingenieurgesellschaft fur
      Satelliten- Informations- und Telekommunikationstechnik mbH, Frankfurt)

9.    PrimaCom Aachen GmbH (formerly known as Kabelcom Aachen Gesellschaft fur
      Kabelkommunikation mbH, Aachen)

10.   PrimaCom Region Wiesbaden GmbH (formerly known as Kabelcom Wiesbaden
      Gesellschaft fur Breitbandkabel-Kommunikation Beteiligungs GmbH,
      Wiesbaden)

11.   Kabel-Fernsehen Leipzig Verwaltungs GmbH, Leipzig

12.   KabelMedia Erste Fernsehkabelbeteiligungs GmbH & Co. KG, Mainz

13.   KabelMedia Erste Fernsehkabelbeteiligungs Verwaltungs GmbH, Mainz

14.   PrimaCom Projektmanagement Verwaltungs GmbH, Mainz (formerly known as
      KabelMedia Projektmanagement Kommunikationsnetze Verwaltungs GmbH,
      Leipzig)

15.   PrimaCom Network & Operations GmbH, Mainz (formerly known as Kabelvision
      Delitzsch Verwaltungs GmbH, Leipzig)

16.   PrimaCom Sudwest I GmbH (formerly known as Kabelvision Wiedmann-Dettwiler
      St. Georgen Verwaltungs GmbH, Angelbachtal)

17.   Kabelfernsehen Plauen GmbH, Plauen

18.   PrimaCom Nord GmbH, Mainz

19.   PrimaCom Kabelbetriebsgesellschaft mbH & Co. KG, Region Berlin, Mainz

20.   PrimaCom Kabelbetriebsgesellschaft mbH & Co KG, Region Hoyerswerda, Mainz

21.   PrimaCom Kabelbetriebsgesellschaft mbH & Co. KG, Region Leipzig, Mainz

                                     - 21 -
<Page>

22.   PrimaCom Kabelbetriebsgesellschaft mbH & Co. KG, Region Nordwest, Mainz

23.   PrimaCom Kabelbetriebsgesellschaft mbH & Co. KG, Region Plauen, Mainz

24.   PrimaCom Kabelbetriebsgesellschaft mbH & Co. KG, Region Sudwest, Mainz

25.   PrimaCom Kabelbetriebsverwaltungsgesellschaft mbH, Mainz

26.   PrimaCom Projektmanagement GmbH, Mainz

27.   PrimaCom Mettlach GmbH & Co. KG, Mainz

28.   PrimaCom Nettetal GmbH & Co. KG, Mainz

29.   PrimaCom Projektmanagement GmbH & Co. KG, Mainz

30.   PrimaCom Angelbachtal GmbH & Co. KG, Mainz

31.   PrimaCom Region Berlin GmbH & Co. KG, Ahrensfelde

32.   PrimaCom Region Dresden GmbH & Co. KG, Mainz

33.   PrimaCom Region Leipzig GmbH & Co. KG, Leipzig

34.   PrimaCom Region Magdeburg GmbH & Co. KG, Magdeburg

35.   PrimaCom Region Schwerin GmbH & Co. KG, Schwerin

36.   PrimaCom Stormarn GmbH & Co. KG, Mainz

37.   PrimaCom Sudwest I GmbH & Co. KG, Angelbachtal

38.   PrimaCom Verl GmbH & Co. KG, Mainz

39.   PrimaCom Kabelprojekt GmbH (formerly known as Suweda Kabelprojekt GmbH,
      Mainz)

40.   Zweite Kabelvision Management Beteiligungs GmbH & Co. KG, Mainz

41.   Zweite Kabelvision Management Beteiligungs Verwaltungs GmbH, Frankfurt

42.   PrimaCom Marketing & Development GmbH (formerly known as PrimaCom
      Kabelbetriebsgesellschaft Chemnitz mbH, Mainz)

      THE FOLLOWING GERMAN COMPANIES ACCEDED TO THE SENIOR FACILITY AGREEMENT AS
      GUARANTORS BY WAY OF GUARANTOR ACCESSION MEMORANDUM DATED 9 OCTOBER 2001.

43.   PrimaCom Niedersachsen GmbH, Hannover (formerly known as
      GroBgemeinschaft-Antennenanlagen Lizenz und Betriebs GmbH, Osnabruck)

44.   Telekommunikations-GmbH Kirchheimbolanden

45.   Decimus Beteiligungs- und Verwaltungsgesellschaft mbH

46.   PrimaCom Netherlands Holding B.V.

47.   N.V. Multikabel (formerly known as N.V. Kabeltelevisle Kop Noord-Holland)

48.   Communikabel Holding B.V.

49.   Communikabel N.V.

50.   Noord Holland Digitaal B.V.

                                     - 22 -
<Page>

                                   SCHEDULE 2

                               THE SENIOR LENDERS

Bank of America N.A.

Bankgesellschaft Berlin AG London Branch

Barclays Bank PLC

Bayerische Hypo- und Vereinsbank AG

J.P. Morgan Chase Bank

Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.

Dresdner Bank AG, Hamburg

Entenial

Fortis Bank (Nederland) N.V.

IBM Deutschland Kreditbank GMBH

ING Bank NV

Landesbank Rheinland-Pfalz Girozentrale

Lehman Commercial Paper Inc.

The Governor and Company of the Bank of Scotland

The Royal Bank of Scotland plc

The Toronto-Dominion Bank


                                     - 23 -
<Page>

                                   SCHEDULE 3

                 SECOND SECURED LENDERS/WORKING CAPITAL LENDERS

Barclays Bank PLC

Dresdner Bank AG, London Branch

J.P. Morgan Chase Bank

Lehman Commercial Paper Inc.

The Toronto-Dominion Bank


                                     - 24 -
<Page>

                                   SCHEDULE 4

                             FORM OF ACCESSION DEED

THIS DEED dated [*] is supplemental to a Co-ordination Agreement (the
"CO-ORDINATION AGREEMENT") dated 25 March 2002 between the Obligors, Senior Lead
Arrangers, Second Secured Arrangers, Senior Agent, Second Secured Agent, Working
Capital Agent, Administrative Agent, Senior Lenders, Working Capital Lenders,
Second Secured Lenders, Senior Security Trustee, Second Secured Security
Trustee, Fronting Bank and Overdraft Bank.

WHEREAS:

The Parties to the Co-ordination Agreement have agreed to regulate certain
rights as between themselves.

IT IS AGREED as follows:

Words and expressions defined in the Co-ordination Agreement have the same
meaning when used in this Deed.

[Full name of acceding [Senior Lender/ Working Capital Lender/ Second Secured
Lender/ Senior Agent/ Working Capital Agent/ Administrative Agent/ Second
Secured Agent/ Senior Security Trustee/ Second Secured Security Trustee/
Fronting Bank/ Overdraft Bank] hereby agrees with each other person who is or
who becomes a party to the Co-ordination Agreement that with effect from the
date hereof it will be bound by the Co-ordination Agreement as [Senior Lender/
Working Capital Lender/ Second Secured Lender/ Senior Agent/ Working Capital
Agent/ Administrative Agent / Second Secured Agent/ Senior Security Trustee/
Second Secured Security Trustee/ Fronting Bank/ Overdraft Bank] as if it had
been an original party thereto and undertakes to perform all the obligations
expressed to be assumed by a [Senior Lender/ Working Capital Lender/ Second
Secured Lender/ Senior Agent/ Working Capital Agent/ Administrative Agent /
Second Secured Agent/ Senior Security Trustee/ Second Secured Security Trustee/
Fronting Bank/ Overdraft Bank] under the Co-ordination Agreement.

This Deed is governed by English law.

EXECUTED AS A DEED

by [Full Name of acceding [Senior Lender/ Working Capital Lender/ Second Secured
Lender/ Senior Agent/ Working Capital Agent/ Administrative Agent / Second
Secured Agent/ Senior Security Trustee/ Second Secured Security Trustee/
Fronting Bank/ Overdraft Bank]

[INSERT APPROPRIATE METHOD OF EXECUTION FOR A DEED]

Address for notices:

Address:

Fax:

                                     - 25 -
<Page>

                                   SCHEDULE 5

                AMENDED AND RESTATED BANK INTERCREDITOR AGREEMENT

                                    Omitted


                                     - 26 -
<Page>

                                   SCHEDULE 6

                 AMENDED AND RESTATED SECOND FACILITY AGREEMENT

                                    Omitted


                                     - 27 -
<Page>

PAG

PRIMACOM AG

By:

Address:  Hegelstr. 61
          55122 Mainz
Fax:      00 49 6131 9310 509


PMG

PRIMACOM MANAGEMENT GMBH

By:


THE GUARANTORS

PRIMACOM REGION SUDWEST II GMBH

RFH REGIONALFERNSEHEN HARZ VERWALTUNGS-GMBH

RFH REGIONALFERNSEHEN HARZ GMBH & CO. KG

PRIMACOM REGION MAGDEBURG GMBH

PRIMACOM ANGELBACHTAL GMBH

PRIMACOM REGION DRESDEN GMBH

PRIMACOM SCHWERIN GMBH

PRIMACOM BERLIN GMBH

PRIMACOM AACHEN GMBH

PRIMACOM REGION WIESBADEN GMBH

KABEL-FERNSEHEN LEIPZIG VERWALTUNGS GMBH, LEIPZIG

KABELMEDIA ERSTE FERNSEHKABELBETEILIGUNGS GMBH & CO. KG, MAINZ

KABELMEDIA ERSTE FERNSEHKABELBETEILIGUNGS VERWALTUNGS GMBH, MAINZ

PRIMACOM PROJEKTMANAGEMENT VERWALTUNGS GMBH, MAINZ

PRIMACOM NETWORK & OPERATIONS GMBH, MAINZ

PRIMACOM SUDWEST I GMBH

KABELFERNSEHEN PLAUEN GMBH, PLAUEN

PRIMACOM NORD GMBH, MAINZ

                                     - 28 -
<Page>

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 PROJEKTMANAGEMENT GMBH, MAINZ

PRIMACOM METTLACH GMBH & CO. KG, MAINZ

PRIMACOM NETTETAL GMBH & CO. KG, MAINZ

PRIMACOM PROJEKTMANAGEMENT GMBH & CO. KG, MAINZ

PRIMACOM 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 STORMARN GMBH & CO. KG, MAINZ

PRIMACOM SUDWEST I GMBH & CO. KG, ANGELBACHTAL

PRIMACOM VERL GMBH & CO. KG, MAINZ

PRIMACOM KABELPROJEKT GMBH

ZWEITE KABELVISION MANAGEMENT BETEILIGUNGS GMBH & CO. KG, MAINZ

ZWEITE KABELVISION MANAGEMENT BETEILIGUNGS VERWALTUNGS GMBH, FRANKFURT

PRIMACOM MARKETING & DEVELOPMENT GMBH

PRIMACOM NIEDERSACHSEN GMBH, HANNOVER

TELEKOMMUNIKATIONS-GMBH KIRCHHEIMBOLANDEN

DECIMUS BETEILIGUNGS- UND VERWALTUNGSGESELLSCHAFT MBH

PRIMACOM NETHERLANDS HOLDING B.V.

N.V. MULTIKABEL

COMMUNIKABEL HOLDING B.V.

COMMUNIKABEL N.V.

                                     - 29 -
<Page>

NOORD HOLLAND DIGITAAL B.V.

By:


THE SENIOR LEAD ARRANGERS

BANK OF AMERICA SECURITIES LIMITED

By:


BARCLAYS CAPITAL (the investment banking division of Barclays Bank PLC)

By:


J.P. MORGAN PLC

By:


DRESDNER BANK AG, LONDON BRANCH

By:


FORTIS BANK (NEDERLAND) N.V.

By:


ING BANK N.V.

By:


THE ROYAL BANK OF SCOTLAND PLC

By:


TD BANK EUROPE LIMITED

By:


                                     - 30 -
<Page>

THE SECOND SECURED ARRANGERS

BARCLAYS CAPITAL (the investment banking division of Barclays Bank PLC)

By:


DRESDNER BANK AG, LONDON BRANCH

By:


J.P. MORGAN PLC

By:


LEHMAN BROTHERS INTERNATIONAL (EUROPE)

By:


TD BANK EUROPE LIMITED

By:


SENIOR AGENT/ SECOND SECURED AGENT/ WORKING CAPITAL AGENT/ ADMINISTRATIVE AGENT
/SECOND SECURED SECURITY TRUSTEE

J.P. MORGAN EUROPE LIMITED

(As Senior Agent, Second Secured Agent, Working Capital Agent, Administrative
Agent and Second Secured Security Trustee)

By:


Address:


Tel:

Fax:

Attn:


                                     - 31 -
<Page>

SENIOR SECURITY TRUSTEE

J.P. MORGAN AG

By:


Address:


Tel:

Fax:

Attn:


FRONTING BANK/OVERDRAFT BANK

J.P. MORGAN AG

(As Fronting Bank and Overdraft Bank)

By:


SENIOR LENDERS

BANK OF AMERICA N.A.

By:


BANKGESELLSCHAFT BERLIN AG LONDON BRANCH

By:


BARCLAYS BANK PLC

By:


BAYERISCHE HYPO- UND VEREINSBANK AG

By:


J.P. MORGAN CHASE BANK

By:


                                     - 32 -
<Page>

COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.

By:


DRESDNER BANK AG, HAMBURG

By:


ENTENIAL

By:


FORTIS BANK (NEDERLAND) N.V.

By:


IBM DEUTSCHLAND KREDITBANK GMBH

By:


ING BANK NV

By:


LANDESBANK RHEINLAND-PFALZ GIROZENTRALE

By:


LEHMAN COMMERCIAL PAPER INC.

By:


THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND

By:


THE ROYAL BANK OF SCOTLAND PLC

By:


THE TORONTO-DOMINION BANK

By:


                                     - 33 -
<Page>

SECOND SECURED LENDERS/WORKING CAPITAL LENDERS

BARCLAYS BANK PLC

(As Second Secured Lender and Working Capital Lender)

By:


DRESDNER BANK AG, LONDON BRANCH

(As Second Secured Lender and Working Capital Lender)

By:


J.P. MORGAN CHASE BANK

(As Second Secured Lender and Working Capital Lender)

By:


LEHMAN COMMERCIAL PAPER INC.

(As Second Secured Lender [and Working Capital Lender])

By:


THE TORONTO-DOMINION BANK

(As Second Secured Lender and Working Capital Lender)

By:


                                     - 34 -